Common use of ULC Shares Clause in Contracts

ULC Shares. (a) Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor is the sole registered and beneficial owner of all its Collateral that is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing or any other Person on the books and records of such ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties or any Person other than a Pledgor, a member of any ULC for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties a member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares of such ULC.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each the applicable Pledgor is the sole registered and beneficial owner of all its Collateral that is Pledged ULC Shares pledged by such Pledgor and will remain so until such time as such Pledged ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, Collateral Agent or any nominee of the foregoing or any other Person another person on the books and records of the issuer of such ULCULC Shares. Accordingly, such Accordingly the Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such Pledged ULC Shares (except insofar as the Pledgor has granted a security interest in such dividend on or other distribution, and any shares that are collateral shall be delivered to the Collateral Agent to hold as collateral hereunder) and shall have the right to vote such ULC Shares collateral and to control the direction, management and policies of any the issuer of such Pledged ULC Shares to the same extent as such the Pledgor would if such ULC Shares collateral were not pledged to the Pledgee for the benefit of the Secured Parties Collateral Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Collateral Agent or any Person person other than a the relevant Pledgor, a member of the issuer of such Pledged ULC Shares or any other ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the Pledgor (and not revoked) as provided herein and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoing, other person as specified in such notice, as the holder of shares of such ULCPledged ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Collateral Agent as a member of a the issuer of Pledged ULC Shares prior to such time, such provision shall be severed herefrom therefrom and ineffective with respect to Collateral collateral that is shares of such are Pledged ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral property that is not shares Pledged ULC Shares. Except upon the exercise of such ULCrights to sell or otherwise dispose of the Pledged ULC Shares following the occurrence of an Event of Default the Pledgor shall not cause or permit, or enable the issuer of Pledged ULC Shares to cause or permit, the Collateral Agent to: (a) be registered as a shareholder or member of the issuer of Pledged ULC Shares; (b) have any notation entered in its favor in the share register of the issuer of Pledged ULC Shares; (c) be held out as shareholder or member of the issuer of Pledged ULC Shares; (d) receive, directly or indirectly, any dividends, property or other distributions from the issuer of Pledged ULC Shares by reason of the Collateral Agent holding a security interest in the Pledged ULC Shares; or (e) act as a shareholder or member of the issuer of Pledged ULC Shares, or exercise any rights of a shareholder or member including the right to attend a meeting of the issuer of Pledged ULC Shares or vote the Pledged ULC Shares.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties heretoAgreement, each Pledgor who has pledged and granted a security interest hereunder in ULC Shares is the sole registered and beneficial owner of all its Collateral that is Pledged Securities which are ULC Shares and and, except to the extent otherwise permitted under the Term Loan Credit Agreement, will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Collateral Agent or any other Person person on the books and records of such ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect the issuer of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant heretoShares. Nothing in this Agreement Agreement, or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Collateral Agent or any Person Secured Party or any person other than a the applicable Pledgor, a member “member” or a “shareholder”, as applicable, of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the applicable Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoingSecured Party or such other person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties Party as a member or a shareholder of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that is which are not shares of such ULCULC Shares.

ULC Shares. (a) Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor is the sole registered and beneficial owner of all its Collateral that is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured PartiesCreditors, or any nominee of the foregoing or any other Person on the books and records of such ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Creditors pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Creditors or any Person other than a Pledgor, a member of any ULC for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Creditors or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Creditors a member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares of such ULC.

ULC Shares. (a) Notwithstanding anything else Each Debtor acknowledges that certain of the Collateral of such Debtor may now or in the future consist of ULC Shares, and that it is the intention of the Administrative Agent and each Debtor that neither the Administrative Agent nor any other holder of Secured Obligations should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where a Debtor is the registered owner of the parties heretoULC Shares which are Collateral of such Debtor, each Pledgor is such Debtor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAdministrative Agent, any other holder of the Secured PartiesObligations, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Debtor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are Collateral (except for any dividend or distribution comprised of Pledged Equity of such Debtor, which shall be delivered to the Administrative Agent to hold hereunder pursuant to the other applicable terms of this Agreement) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Debtor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Administrative Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeAdministrative Agent, any other holder of the Secured Parties Obligations, or any other Person other than a Pledgorthe applicable Debtor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Debtor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAdministrative Agent, any other holder of the Secured Parties Obligations, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Administrative Agent or any other holder of the Secured Parties Obligations as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Debtor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Debtor which is not ULC Shares. Except upon the exercise of rights of the Administrative Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Debtor shall not cause or permit, or enable an issuer of Pledged Equity that is not shares a ULC to cause or permit, the Administrative Agent or any other holder of Secured Obligations to: (a) be registered as a shareholder or member of such ULCissuer of Pledged Equity; (b) have any notation entered in their favor in the share register of such issuer of Pledged Equity; (c) be held out as shareholders or members of such issuer of Pledged Equity; (d) receive, directly or indirectly, any dividends, property or other distributions from such issuer of Pledged Equity by reason of the Administrative Agent holding the Liens over the ULC Shares; or (e) act as a shareholder of such issuer of Pledged Equity, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such issuer of Pledged Equity or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor Grantor that is the sole registered and beneficial owner of all its any Pledged Collateral that is which are ULC Shares and (“ULC Pledgor”) will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAdministrative Agent, any of the Secured Parties, or any nominee of the foregoing Credit Party or any other Person on the books and records of such ULC. Accordingly, such each ULC Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, Distribution in respect of such Pledged Collateral (except insofar as such ULC Shares that Pledgor has granted a security interest in such Distribution, and any shares which are Pledged Collateral shall be delivered to the Administrative Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares Pledged Collateral and to control the direction, management and policies of any the applicable ULC issuer to the same extent as such ULC Pledgor would if such ULC Shares Pledged Collateral were not pledged to the Pledgee Administrative Agent (for its own benefit and for the benefit of the Secured Parties Credit Parties) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the PledgeeAdministrative Agent, any of the Secured Parties Credit Party or any other Person other than a Pledgor, ULC Pledgor a member of any a ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such ULC Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAdministrative Agent, any Credit Party or any other Person as holder of the Secured Parties or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULCapplicable ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Administrative Agent or any of the Secured Parties Credit Party as a member of a any ULC prior to such time, such provision shall be severed herefrom therefrom and shall be ineffective with respect to Pledged Collateral that is shares of such which are ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that is which are not shares of such ULCULC Shares.

ULC Shares. (a) Notwithstanding the grant of security interest made by the Pledgors in favor of the Collateral Agent, its successor and assigns, for the ratable benefit of the Secured Parties, of all of its Pledged Collateral, or anything else contained in this Agreement or any other document Loan Document, any Pledgor that owns or agreement among all acquires any ULC Shares or some of the parties hereto, each Pledgor is controls any ULC Shares pledged hereunder shall remain registered as the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so as registered and beneficial owner until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Collateral Agent or any other Person person on the books and records of such ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are such Securities Collateral (except insofar as the Pledgor has granted a security interest therein and is required to deliver such dividend or distribution in accordance herewith) and shall have the right to vote such ULC Shares Securities Collateral and to control the direction, management and policies of any the ULC that is the issuer of such ULC Shares to the same extent as such the Pledgor would if such ULC Shares were not pledged to the Pledgee Collateral Agent (for its own benefit and for the benefit of the Secured Parties Parties, or otherwise) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto Loan Document, is intended toto or shall constitute the Collateral Agent, and nothing in this Agreement any Secured Party, or any other document or agreement among all or some of the parties hereto shallperson, constitute the Pledgee, any of the Secured Parties or any Person other than a the applicable Pledgor, as a shareholder or member of any ULC for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor ULC and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoing, as specified in such notice, other person as the holder of shares of the ULC Shares issued by such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent, any Secured Party or any of the Secured Parties other person as a shareholder or member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares of the ULC Shares issued by such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to the Securities Collateral that is not shares other than ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of ULC Shares following the occurrence and during the continuance of an Event of Default, no Pledgor shall cause or permit, or enable any ULC in which it holds ULC Shares to cause or permit, the Collateral Agent to: (a) be registered as a shareholder or member of such ULC.; (b) have any notation entered in its favor in any securities register of such ULC; (c) be held out as a shareholder or member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Collateral Agent holding a security interest in such ULC or ULC Shares; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member of such ULC including the right to attend a meeting of, or to vote such ULC Shares

ULC Shares. (a) Notwithstanding anything else The Grantor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Agent and the Grantor that neither the Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where the Grantor is the registered owner of ULC Shares which are Collateral, the parties hereto, each Pledgor is Grantor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAgent, any of the other Secured PartiesParty, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor the Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are Collateral (except for any dividend or distribution comprised of pledged Certificated Securities, which shall be delivered to the Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor the Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeAgent, any of the other Secured Parties Party, or any other Person other than a Pledgorthe Grantor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAgent, any of the other Secured Parties Party, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Agent or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, the Grantor shall not cause or permit, or enable an issuer of ULC shares (a “ULC Issuer”) that is not shares a ULC to cause or permit, the Agent or any other Secured Party to: (a) be registered as a shareholder or member of such ULCULC Issuer; (b) have any notation entered in their favour in the share register of such ULC Issuer; (c) be held out as shareholders or members of such ULC Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC Issuer by reason of the Agent holding the security interests over the ULC Shares; or (e) act as a shareholder of such ULC Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such ULC Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Security Agent and each Grantor that the Security Agent should not under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where a Grantor is the registered owner of the parties heretoULC Shares that are Collateral, each Pledgor is such Grantor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Security Agent or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (other than any dividend or distribution comprised of additional ULC Shares of such issuer, which shall be delivered to the Security Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant heretoSecurity Agent hereunder. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the Pledgee, any of the Secured Parties Security Agent or any Person other than a Pledgor, such Grantor as a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), until upon the Business Corporations Act (British Columbia)occurrence and during the continuance of an Event of Default, the Business Corporations Act (AlbertaSecurity Agent shall have notified such Grantor in writing of the suspension of its rights under Section 3.06(a) or any other applicable legislation until such time as notice is given to such Pledgor and further steps are taken hereunder pursuant hereto or thereunder so as thereto to register the Pledgee, any of the Secured Parties Security Agent or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Security Agent as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares that are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares ULC Shares. Except upon the exercise of rights of the Security Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, such Grantor shall not cause or permit, or enable an issuer that is a ULC to cause or permit, the Security Agent to: (a) be registered as a shareholder or member of such ULC.issuer; (b) have any notation entered in its favour in the share register of such issuer; (c) be held out as a shareholder or member of such issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such issuer by reason of the Security Agent holding a security interest in the ULC Shares; or (e) act as a shareholder of such issuer, or exercise any rights of a shareholder, including the right to attend a meeting of shareholders of such issuer or to vote the ULC Shares

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor who has pledged and granted a security interest hereunder in ULC Shares is the sole registered and beneficial owner of all its Collateral that is Pledged Securities which are ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Collateral Agent or any other Person person on the books and records of such ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect the issuer of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant heretoShares. Nothing in this Agreement Agreement, or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Collateral Agent or any Person Secured Party or any person other than a the applicable Pledgor, a member “member” or a “shareholder”, as applicable, of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the applicable Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoingSecured Party or such other person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties Party as a member or a shareholder of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that is which are not shares of such ULCULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Pledgor acknowledges that certain of the Collateral of such Pledgor may now or in the future consist of ULC Shares, and that it is the intention of the Agent and each Pledgor that neither the Agent nor any other Lender should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Loan Agreement or any other document or agreement among all or some of the parties heretoLoan Document, each where a Pledgor is the registered owner of ULC Shares which are Collateral of such Pledgor, such Pledgor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAgent, any of the Secured Partiesother Lender, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such each Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (except for any dividend or distribution comprised of certificates evidencing the Pledged Stock or Pledged Membership Interests held by such Pledgor, which shall be delivered to the Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Agent pursuant hereto. Nothing in this Agreement, the Loan Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Loan Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeAgent, any of the Secured Parties other Lender, or any other Person other than a the applicable Pledgor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAgent, any of the Secured Parties other Lender, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares the ULC Shares. Upon any enforcement action under this Agreement with respect to the Collateral constituting ULC Shares, resolutions of such ULCthe board of directors of the ULC approving the transfer of its ULC Shares shall be required. To the extent any provision hereof would have the effect of constituting the Pledgee Agent or any of the Secured Parties other Lender as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Pledgor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Pledgor which is not ULC Shares. Except upon the exercise of rights of the Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Pledgor shall not cause or permit, or enable an Issuer that is not shares a ULC to cause or permit, the Agent or any other Lender to: (a) be registered as a shareholder or member of such ULCIssuer; (b) have any notation entered in their favor in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the Agent holding the security interests over the ULC Shares; or (e) act as a shareholder of such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares. The foregoing limitations shall not restrict the Agent from exercising the rights which it is entitled to exercise under this Agreement in respect of any Collateral constituting ULC Shares at any time that the Agent shall be entitled to realize on all or any portion of the Collateral pursuant to this Agreement.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each the applicable Pledgor is the sole registered and beneficial owner of all its Collateral that is Pledged ULC Shares pledged by such Pledgor and will remain so until such time as such Pledged ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, Applicable Agent or any nominee of the foregoing or any other Person another person on the books and records of the issuer of such ULCULC Shares. Accordingly, such Accordingly the Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such Pledged ULC Shares (except insofar as the Pledgor has granted a security interest in such dividend on or other distribution, and any shares that are Collateral collateral shall be delivered to the Applicable Agent to hold as collateral hereunder) and shall have the right to vote such ULC Shares collateral and to control the direction, management and policies of any the issuer of such Pledged ULC Shares to the same extent as such the Pledgor would if such ULC Shares collateral were not pledged to the Pledgee for the benefit of the Secured Parties Applicable Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Applicable Agent or any Person person other than a the relevant Pledgor, a member of the issuer of such Pledged ULC Shares or any other ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the Pledgor (and not revoked) as provided herein and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Applicable Agent or any nominee of the foregoing, other person as specified in such notice, as the holder of shares of such ULCPledged ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Applicable Agent as a member of a the issuer of Pledged ULC Shares prior to such time, such provision shall be severed herefrom therefrom and ineffective with respect to Collateral collateral that is shares of such are Pledged ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral property that is not shares Pledged ULC Shares. Except upon the exercise of such ULCrights to sell or otherwise dispose of the Pledged ULC Shares following the occurrence of an Event of Default, the Pledgor shall not cause or permit, or enable the issuer of Pledged ULC Shares to cause or permit, the Applicable Agent to: (a) be registered as a shareholder or member of the issuer of Pledged ULC Shares; (b) have any notation entered in its favor in the share register of the issuer of Pledged ULC Shares; (c) be held out as shareholder or member of the issuer of Pledged ULC Shares; (d) receive, directly or indirectly, any dividends, property or other distributions from the issuer of Pledged ULC Shares by reason of the Applicable Agent holding a security interest in the Pledged ULC Shares; or (e) act as a shareholder or member of the issuer of Pledged ULC Shares, or exercise any rights of a shareholder or member including the right to attend a meeting of the issuer of Pledged ULC Shares or vote the Pledged ULC Shares. [Remainder of page intentionally left blank; signature pages follow.]

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Security Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor Grantor that is the sole registered and beneficial owner of all its any Pledged Collateral that is which are ULC Shares and (“ULC Pledgor”) will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the Secured Parties, or any nominee of the foregoing Party or any other Person on the books and records of such ULC. Accordingly, such each ULC Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, Distribution in respect of such Pledged Collateral (except insofar as such ULC Shares that Pledgor has granted a security interest in such Distribution, and any shares which are Pledged Collateral shall be delivered to the Collateral Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares Pledged Collateral and to control the direction, management and policies of any the applicable ULC issuer to the same extent as such ULC Pledgor would if such ULC Shares Pledged Collateral were not pledged to the Pledgee Collateral Agent (for its own benefit and for the benefit of the Secured Parties Credit Parties) pursuant hereto. Nothing in this Security Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Security Agreement or any other document or agreement among all or some of the parties hereto shallshall constitute, constitute the PledgeeCollateral Agent, any of the Secured Parties Party or any other Person other than a Pledgor, ULC Pledgor a member of any a ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such ULC Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeCollateral Agent, any Secured Party or any other Person as holder of the Secured Parties or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULCapplicable ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties Party as a member of a any ULC prior to such time, such provision shall be severed herefrom therefrom and shall be ineffective with respect to Pledged Collateral that is shares of such which are ULC Shares without otherwise invalidating or rendering unenforceable this Security Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that is which are not shares of such ULCULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain of the Collateral of such Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Agent and each Grantor that neither the Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provision to the contrary contained in this Security Agreement, the LC Credit Agreement or any other document or agreement among all or some Loan Document, where a Grantor is the registered owner of the parties heretoULC Shares which are Collateral of such Grantor, each Pledgor is such Grantor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAgent, any of the other Secured PartiesParty, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are Collateral (except for any dividend or distribution comprised of Security Certificates pledged of such Grantor, which shall be delivered to the Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Agent pursuant hereto. Nothing in this Security Agreement, the LC Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Security Agreement, the LC Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeAgent, any of the other Secured Parties Party, or any other Person other than a Pledgorthe applicable Grantor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAgent, any of the other Secured Parties Party, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Agent or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Grantor without otherwise invalidating or rendering unenforceable this Security Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of the Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Security Agreement, each Grantor shall not cause or permit, or enable a Subsidiary that is not shares a ULC to cause or permit, the Agent or any other Secured Party to: (a) be registered as a shareholder or member of such ULCSubsidiary; (b) have any notation entered in their favour in the share register of such Subsidiary; (c) be held out as shareholders or members of such Subsidiary; (d) receive, directly or indirectly, any dividends, property or other distributions from such Subsidiary by reason of the Agent holding a Lien over the ULC Shares; or (e) act as a shareholder of such Subsidiary, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Subsidiary or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement Agreement, the First Lien Credit Agreement, any other agreement evidencing Credit Facility Obligations or any other document or agreement among all or some of the parties hereto, each Pledgor who has pledged and granted a security interest hereunder in ULC Shares is the sole registered and beneficial owner of all its Collateral that is Pledged Securities which are ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Collateral Agent or any other Person person on the books and records of such ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect the issuer of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant heretoShares. Nothing in this Agreement Agreement, or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Collateral Agent or any Person Secured Party or any person other than a the applicable Pledgor, a member “member” or a “shareholder”, as applicable, of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the applicable Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoingSecured Party or such other person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties Party as a member or a shareholder of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that is which are not shares of such ULCULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain of the Collateral of such Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Agent and each Grantor that neither the Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provision to the contrary contained in this Security Agreement, the LC Credit Agreement or any other document or agreement among all or some Loan Document, where a Grantor is the registered owner of the parties heretoULC Shares which are Collateral of such Grantor, each Pledgor is such Grantor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAgent, any of the other Secured PartiesParty, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are Collateral (except for any dividend or distribution comprised of certificated Securities pledged of such Grantor, which shall be delivered to the Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Agent pursuant hereto. Nothing in this Security Agreement, the LC Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Security Agreement, the LC Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeAgent, any of the other Secured Parties Party, or any other Person other than a Pledgorthe applicable Grantor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAgent, any of the other Secured Parties Party, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Agent or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Grantor without otherwise invalidating or rendering unenforceable this Security Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of the Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Security Agreement, each Grantor shall not cause or permit, or enable a Subsidiary that is not shares a ULC to cause or permit, the Agent or any other Secured Party to: (i) be registered as a shareholder or member of such ULCSubsidiary; (ii) have any notation entered in their favour in the share register of such Subsidiary; (iii) be held out as shareholders or members of such Subsidiary; (iv) receive, directly or indirectly, any dividends, property or other distributions from such Subsidiary by reason of the Agent holding a Lien over the ULC Shares; or (v) act as a shareholder of such Subsidiary, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Subsidiary or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain of the Collateral of Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Administrative Agent, the Collateral Agent and each Grantor that neither the Administrative Agent, the Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Security Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where a Grantor is the registered and beneficial owner of the parties heretoULC Shares which are Collateral of such Grantor, each Pledgor is such Grantor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the other Secured PartiesParty, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are (except for any dividend or distribution comprised of Pledged Stock of such Grantor, which shall be delivered to the Collateral Agent to hold as security hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Collateral Agent pursuant hereto. Nothing in this Security Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Security Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeCollateral Agent, any of the other Secured Parties Party, or any other Person other than a Pledgorthe applicable Grantor, a member or shareholder (whether listed or unlisted, registered or beneficial) of any a ULC for the purposes of Companies Act (Nova Scotia)any ULC Laws, the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeCollateral Agent, any of the other Secured Parties Party, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Grantor without otherwise invalidating or rendering unenforceable this Security Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Security Agreement, each Grantor shall not cause or permit, or enable an Issuer that is not shares a ULC to cause or permit, the Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such ULCIssuer; (b) have any notation entered in their favour in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the Collateral Agent holding the security interests over the ULC Shares; or (e) act as a shareholder or member of such Issuer, or exercise any rights of a shareholder or member including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor Assignor is the sole registered and beneficial owner of all its Collateral that is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the Secured PartiesCreditors, or any nominee of the foregoing or any other Person on the books and records of such ULC. Accordingly, such Pledgor Assignor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor Assignor would if such ULC Shares were not pledged to the Pledgee Collateral Agent for the benefit of the Secured Parties Creditors pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the PledgeeCollateral Agent, any of the Secured Parties Creditors or any Person other than a Pledgoran Assignor, a member of any ULC for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Assignor and further steps are taken hereunder or thereunder so as to register the PledgeeCollateral Agent, any of the Secured Parties Creditors or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties Creditors a member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares of such ULC.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor Grantor that is the sole registered and beneficial owner of all its any Pledged Collateral that is which are ULC Shares and (“ULC Pledgor”) will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAdministrative Agent, any of the Secured Parties, or any nominee of the foregoing Credit Party or any other Person on the books and records of such ULC. Accordingly, such each ULC Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, Distribution in respect of such Pledged Collateral (except insofar as such ULC Shares that Pledgor has granted a security interest in such Distribution, and any shares which are Pledged Collateral shall be delivered to the Administrative Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares Pledged Collateral and to control the direction, management and policies of any the applicable ULC issuer to the same extent as such ULC Pledgor would if such ULC Shares Pledged Collateral were not pledged to the Pledgee Administrative Agent (for its own benefit and for the benefit of the Secured Parties Credit Parties) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shallshall constitute, constitute the PledgeeAdministrative Agent, any of the Secured Parties Credit Party or any other Person other than a Pledgor, ULC Pledgor a member of any a ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such ULC Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAdministrative Agent, any Credit Party or any other Person as holder of the Secured Parties or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULCapplicable ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Administrative Agent or any of the Secured Parties Credit Party as a member of a any ULC prior to such time, such provision shall be severed herefrom therefrom and shall be ineffective with respect to Pledged Collateral that is shares of such which are ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that is which are not shares of such ULCULC Shares.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each with respect to any Collateral which constitutes ULC Shares, the relevant Pledgor of such ULC Shares is the sole registered and beneficial owner of all its Collateral that is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Party or any other Person person on the books and records of the ULC issuer of such ULCULC Shares. Accordingly, such the relevant Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are such Collateral (except pursuant to Section 3.2 hereof) and shall have the right to vote such ULC Shares Collateral and to control the direction, management and policies of any the ULC issuer to the same extent as such the Pledgor would if such ULC Shares Collateral were not pledged to the Pledgee (for its own benefit and for the benefit of the Secured Parties Parties) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties or any Person person other than a the Pledgor, a member of any a ULC for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation NSCA until such time as notice is given to such the Pledgor and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Pledgee or any nominee of the foregoing, other person as specified in such notice, as the holder of shares of such ULCULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties as a member of a any ULC prior to such time, such provision shall be severed herefrom therefrom and ineffective with respect to Collateral that is shares of such which are ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is which are not shares ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of the Pledged Stock issued by a ULC following the occurrence of an Event of Default hereunder, no Pledgor shall cause or permit, or enable any ULC in which they hold ULC Shares to cause to permit, the Pledgee or other Secured Parties to: (a) be registered as shareholders or members of such ULC.; (b) have any notation entered in their favor in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from the ULC by reason of the Pledgee or the Secured Parties holding a security interest in the ULC; or (e) act as a shareholder or member of the ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, the ULC. * * *

ULC Shares. (a) Notwithstanding anything else The Grantor acknowledges that certain of the Pledged Securities may now or in the future consist of ULC Shares, and that it is the intention of the Attorney and the Grantor that neither the Attorney nor any Bondholders should under any circumstances prior to realization be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Deed, the Credit Agreement or any other document or agreement among all or some Loan Document, where the Grantor is the registered and beneficial owner of ULC Shares which are Pledged Securities, the parties hereto, each Pledgor is Grantor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAttorney, any of the Secured PartiesBondholder, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor the Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (except for any dividend or distribution comprised of share certificates representing Pledged Securities, which shall be delivered to the Attorney to hold as Pledged Securities hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor the Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Attorney pursuant hereto. Nothing in this Deed, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Deed, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeAttorney, any of the Secured Parties Bondholder, or any other Person other than a Pledgorthe Grantor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAttorney, any of the Secured Parties Bondholder, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Attorney or any of the Secured Parties Bondholder as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to Collateral that is shares of such ULC Shares which are Pledged Securities without otherwise invalidating or rendering unenforceable this Agreement Deed or invalidating or rendering unenforceable such provision insofar as it relates to Collateral Pledged Securities of any Pledgor which is not ULC Shares. Except upon the exercise of rights of the Attorney to sell, transfer or otherwise dispose of ULC Shares in accordance with this Deed, the Grantor shall not cause or permit, or enable an Issuer that is not shares a ULC to cause or permit, the Attorney or any Bondholder to: (a) be registered as a shareholder or member of such ULCIssuer; (b) have any notation entered in their favour in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the Attorney holding the Hypothecs over the ULC Shares; or (e) act as a shareholder of such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Debtor acknowledges that certain of the Collateral of such Debtor may now or in the future consist of ULC Shares, and that it is the intention of the Creditor and each Debtor that the Creditor should not under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement Agreement, the SPA or any other document or agreement among all or some Loan Document, where a Debtor is the registered owner of the parties heretoULC Shares which are Collateral of such Debtor, each Pledgor is such Debtor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Creditor or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Debtor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are Collateral (except for any dividend or distribution comprised of Pledged Security Certificates of such Debtor, which shall be delivered to the Creditor to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Debtor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Creditor pursuant hereto. Nothing in this Agreement Agreement, the SPA or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement Agreement, the SPA or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the Pledgee, any of the Secured Parties Creditor or any Person other than a Pledgorthe applicable Debtor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Debtor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Creditor or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Creditor as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Debtor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Debtor which is not ULC Shares. Except upon the exercise of rights of the Creditor to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Debtor shall not cause or permit, or enable a Pledged Issuer that is not shares a ULC to cause or permit, the Creditor to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Creditor holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain of the Collateral of such Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Collateral Agent and each Grantor that neither the Collateral Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder,” as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where a Grantor is the registered owner of the parties heretoULC Shares which are Collateral of such Grantor, each Pledgor is such Grantor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the other Secured PartiesParty, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are (except for any dividend or distribution comprised of Pledged Certificated Securities of such Grantor, which shall be delivered to the Collateral Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Collateral Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeCollateral Agent, any of the other Secured Parties Party, or any other Person other than a Pledgorthe applicable Grantor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeCollateral Agent, any of the other Secured Parties Party, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Grantor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Grantor shall not cause or permit, or enable a Pledged Issuer that is not shares a ULC to cause or permit, the Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Collateral Agent holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else The Borrower acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Administrative Agent and the Borrower that the Administrative Agent should not under any circumstances prior to realization thereon be held to be a "member" or a "shareholder", as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Loan Agreement or any other document or agreement among all or some in connection therewith, where the Borrower is the registered owner of ULC Shares which are Collateral, the parties hereto, each Pledgor is Borrower shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Administrative Agent or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor the Borrower shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are Collateral (except for any dividend or distribution comprised of Pledged Security Certificates, which shall be delivered to the Administrative Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor the Borrower would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Administrative Agent pursuant hereto. Nothing in this Agreement, the Loan Agreement or any other document or agreement among all or some of the parties hereto in connection therewith is intended to, and nothing in this Agreement, the Loan Agreement or any other document or agreement among all or some of the parties hereto in connection therewith shall, constitute the Pledgee, any of the Secured Parties Administrative Agent or any Person other than a Pledgorthe Borrower, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Borrower and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Administrative Agent or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Administrative Agent as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Administrative Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, the Borrower shall not cause or permit, or enable a Pledged Issuer that is not shares a ULC to cause or permit, the Administrative Agent to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Administrative Agent holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else the Borrower acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Administrative Agent and the Borrower that the Administrative Agent should not under any circumstances prior to realization thereon be held to be a "member" or a "shareholder", as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Loan Agreement or any other document or agreement among all or some in connection therewith, where the Borrower is the registered owner of ULC Shares which are Collateral, the parties hereto, each Pledgor is Borrower shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Administrative Agent or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor the Borrower shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are Collateral (except for any dividend or distribution comprised of Pledged Security Certificates, which shall be delivered to the Administrative Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor the Borrower would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Administrative Agent pursuant hereto. Nothing in this Agreement, the Loan Agreement or any other document or agreement among all or some of the parties hereto in connection therewith is intended to, and nothing in this Agreement, the Loan Agreement or any other document or agreement among all or some of the parties hereto in connection therewith shall, constitute the Pledgee, any of the Secured Parties Administrative Agent or any Person other than a Pledgorthe Borrower, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Borrower and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Administrative Agent or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Administrative Agent as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Administrative Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, the Borrower shall not cause or permit, or enable a Pledged Issuer that is not shares a ULC to cause or permit, the Administrative Agent to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Administrative Agent holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain of the Collateral of such Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Secured Parties and each Grantor that none of the Secured Parties should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement Agreement, the Indenture or any other document or agreement among all or some Notes Document, where a Grantor is the registered owner of the parties heretoULC Shares which are Collateral of such Grantor, each Pledgor is such Grantor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Collateral Agent or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are (except for any dividend or distribution comprised of Certificated Securities of such Grantor, which shall be delivered to the Collateral Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Collateral Agent pursuant hereto. Nothing in this Agreement Agreement, the Indenture or any other document or agreement among all or some of the parties hereto Notes Document is intended to, and nothing in this Agreement Agreement, the Indenture or any other document or agreement among all or some of the parties hereto Notes Document shall, constitute the Pledgee, any of the Secured Parties Collateral Agent or any Person other than a Pledgorthe applicable Grantor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given by the Collateral Agent or such other Person to such Pledgor Grantor and further steps are taken hereunder or thereunder pursuant hereto and thereto so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties such other Person as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Grantor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that of any Grantor which is not shares ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Grantor shall not cause or permit, or enable a ULC to cause or permit, the Collateral Agent to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in their favour in the share register of such ULC; be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Collateral Agent holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such ULC, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such ULC or to vote its ULC Shares. ARTICLE III.

ULC Shares. (a) Notwithstanding the grant of security interest made by the Grantors in favour of the Agent, for the rateable benefit of the Secured Parties, of all of its Pledged Stock or anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor is any Grantor that owns or controls any ULC Shares pledged hereunder shall remain registered as the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so as registered and beneficial owner until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Agent or any other Person person on the books and records of the ULC which is the issuer of such ULCULC Shares (a “ULC Issuer”). Accordingly, Accordingly such Pledgor Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are (except insofar as the Grantor has granted a security interest therein and is required to deliver such Pledged Collateral in accordance herewith) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the ULC Issuer thereof to the same extent as such Pledgor the Grantor would if such ULC Shares were not pledged to the Pledgee Agent (for its own benefit and for the benefit of the Secured Parties Lenders, or otherwise) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement to or shall constitute the Agent or any other document or agreement among all or some of the parties hereto shallperson as a shareholder, constitute the Pledgee, any of the Secured Parties or any Person other than a PledgorGrantor, as a shareholder or member of any ULC for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation ULC Law until such time as notice is given to such Pledgor the ULC Issuer of the ULC Shares pledged and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Agent or any nominee of the foregoing, as specified in such notice, other person as the holder of shares the ULC Interests of such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee Agent or its nominee any of the Secured Parties other person as a shareholder or member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares the ULC Shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is Pledged Stock which are not shares ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of ULC Shares following the occurrence and during the continuance of an Event of Default hereunder, no Grantor shall cause or permit, or enable any ULC in which it holds ULC Shares to cause or permit, the Agent or its nominee, or any other Lender to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in its favour in the share register of such ULC; (c) be held out as a shareholder or member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Agent or other person holding a security interest in such ULC Shares; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member of such ULC including the right to attend a meeting of, or to vote the shares of, such ULC.

ULC Shares. (a1) Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties heretohereto (or beneficiaries hereof), each Pledgor Loan Party is the sole registered and beneficial owner of all of its Collateral that is ULC Shares and will remain so until such time as such ULC Shares 108 DM3\7893162.1DM3\7893162.7 (Signature Page to Omnibus Joinder and Third Amendment to Amended and Restated Credit Agreement and Other Loan Documents) are effectively transferred into the name of the Pledgee, any of the Secured PartiesAgent, or any nominee of the foregoing or any other Person on the books and records of such ULC. Accordingly, such Pledgor Loan Party shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are its Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any such ULC to the same extent as such Pledgor Loan Party would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto (or beneficiaries hereof) is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto (or beneficiaries hereof) shall, constitute the Pledgee, any of the Secured Parties Agent or any Person other than a Pledgorthe Loan Parties, a member of any ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the relevant Loan Parties and further steps are taken hereunder or thereunder so as to register the PledgeeAgent, any of the Secured Parties or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Agent a member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares of such ULC.

ULC Shares. (a) Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor PCOH is the sole registered and beneficial owner of all its Collateral that which is comprised of ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the Secured Parties, or any nominee of any of the foregoing or any other Person on the books and records of the Issuer of such ULCULC Shares. Accordingly, such Pledgor PCOH shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are such Collateral (except insofar as PCOH has granted a security interest therein and is required to deliver such Collateral in accordance with Section 5.2(c) hereof) and shall have the right to vote such ULC Shares Collateral and to control the direction, management and policies of any ULC the Issuer to the same extent as such Pledgor PCOH would if such ULC Shares Collateral were not pledged to the Pledgee Collateral Agent (for its own benefit and for the benefit of the Secured Parties Parties, or otherwise) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, shall constitute the PledgeeCollateral Agent, any of the Secured Parties or any Person other than a PledgorPCOH, a member of any ULC the Issuer for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation ULC Laws until such time as prior written notice is given to such Pledgor PCOH by the Collateral Agent and further steps are taken hereunder or thereunder so as to register the PledgeeCollateral Agent, any of the Secured Parties or any nominee of the foregoing, foregoing as specified in such notice, as the holder of shares ULC Shares of such ULCthe Issuer of ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties as a member of a ULC such Issuer prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares which are ULC Shares of such ULC the Issuer without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that which are not ULC Shares of the Issuer. Except upon the exercise of rights to sell or otherwise dispose of Collateral which is not shares ULC Shares following the occurrence and during the continuance of an Event of Default and upon PCOH having received prior written notice of such ULCsale or other disposition from the Collateral Agent, PCOH shall not cause or permit, or enable any unlimited company in which it holds ULC Shares to cause or permit, the Collateral Agent or any other Secured Party to, and the Collateral Agent or any other Secured Party shall not have the right to: (a) be registered as a shareholder or member of such unlimited company; (b) have any notation entered in its favour in the share register of such unlimited company; (c) be held out as a shareholder or member of such unlimited company; (d) receive, directly or indirectly, any dividends, property or other distributions from such unlimited company by reason of Collateral Agent or any other Secured Party holding a security interest in such unlimited company; or (e) act as a shareholder or member of such unlimited company, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such unlimited company.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each the applicable Pledgor is the sole registered and beneficial owner of all its Collateral that is Pledged ULC Shares pledged by such Pledgor and will remain so until such time as such Pledged ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, Applicable First Lien Representative or any nominee of the foregoing or any other Person another person on the books and records of the issuer of such ULCULC Shares. Accordingly, such Accordingly the Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such Pledged ULC Shares (except insofar as the Pledgor has granted a security interest in such dividend on or other distribution, and any shares that are Collateral collateral shall be delivered to the Applicable First Lien Representative to hold as collateral hereunder) and shall have the right to vote such ULC Shares collateral and to control the direction, management and policies of any the issuer of such Pledged ULC Shares to the same extent as such the Pledgor would if such ULC Shares collateral were not pledged to the Pledgee for the benefit of the Secured Parties Applicable First Lien Representative pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Applicable First Lien Representative or any Person person other than a the relevant Pledgor, a member of the issuer of such Pledged ULC Shares or any other ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the Pledgor (and not revoked) as provided herein and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Applicable First Lien Representative or any nominee of the foregoing, other person as specified in such notice, as the holder of shares of such ULCPledged ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Applicable First Lien Representative as a member of a the issuer of Pledged ULC Shares prior to such time, such provision shall be severed herefrom therefrom and ineffective with respect to Collateral collateral that is shares of such are Pledged ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral property that is not Pledged ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of the Pledged ULC Shares following the occurrence of an Event of Default the Pledgor shall not cause or permit, or enable the issuer of Pledged ULC Shares to cause or permit, the Applicable First Lien Representative to: (a) be registered as a shareholder or member of the issuer of Pledged ULC Shares; (b) have any notation entered in its favor in the share register of the issuer of Pledged ULC Shares; (c) be held out as shareholder or member of the issuer of Pledged ULC Shares; (d) receive, directly or indirectly, any dividends, property or other distributions from the issuer of Pledged ULC Shares by reason of the Applicable First Lien Representative holding a security interest in the Pledged ULC Shares; or (e) act as a shareholder or member of the issuer of Pledged ULC Shares, or exercise any rights of a shareholder or member including the right to attend a meeting of the issuer of Pledged ULC Shares or vote the Pledged ULC Shares. Schedule I to the Collateral Agreement Subsidiary Parties Xxxxxx Chemical Foundry, LLC Xxxxxx Chemical International, Inc. Xxxxxx Chemical Investments, Inc. Hexion CI Holding Company (China) LLC Hexion U.S. Finance Corp. HSC Capital Corporation Xxxxxx International Inc. Oilfield Technology Group, Inc. Schedule II to the Collateral Agreement COMMERCIAL TORT CLAIMS None. Schedule III to the Collateral Agreement CAPITAL STOCK; DEBT SECURITIES CAPITAL STOCK Number of Issuer Certificate Registered Owner Number and Class of Equity Interest Percentage of Equity Interests Hexion Specialty Chemicals, Inc. No. 3 Hexion LLC 82,556,847 shares of such ULC.common stock 100% North America Sugar Industries Incorporated No. B-2000 Hexion Specialty Chemicals, Inc. 100 shares of common stock 100% Oilfield Technology Group, Inc. C-2 Hexion Specialty Chemicals, Inc. 100 shares of common stock 100% Hexion 2 Nova Scotia Finance, ULC No. 2 Hexion Specialty Chemicals, Inc. 100 shares of common stock 100% Hexion Specialty Chemicals Canada, Inc. No. 18 and No. 19 Hexion Specialty Chemicals, Inc. 489,866 common shares 100% Hexion Nova Scotia Finance, ULC No. 2 Hexion Specialty Chemicals, Inc. 200 shares of common stock 100% Hexion US Finance Corp. No. C-2 Hexion Specialty Chemicals, Inc. 100 shares of common stock 100% Hexion 2 US Finance Corp. No. C-1 Hexion Specialty Chemicals, Inc. 100 shares of common stock 100% Xxxxxx Chemical Foundry, LLC No. 1 Hexion Specialty Chemicals, Inc. 1,000 common units 100% Xxxxxx Chemical Investments, Inc. No. C-4 Hexion Specialty Chemicals, Inc. 100 shares of common stock 100% Xxxxxx Chemical International, Inc. No. C-2 Hexion Specialty Chemicals, Inc. 100 shares of common stock 100% HSC Capital Corporation No. 3 Hexion Specialty Chemicals, Inc. 1000 shares of common stock 100% Hexion Specialty Chemicals Holding B.V. Uncertificated Hexion Specialty Chemicals, Inc. N/A 100% Xxxxxx International Inc. C-2 Hexion Specialty Chemicals, Inc. 100 shares of common stock 100% Hexion CI Holding Company (China) LLC No. 1 Xxxxxx International, Inc. 100 units 100% Number of Issuer Certificate Registered Owner Number and Class of Equity Interest Percentage of Equity Interests Hexion Funing Holdings Limited 100% No. 1 Xxxxxx International Inc. 3,500 shares No. 2 Xxxxxx International Inc. 6,500 shares Hexion IAR Holdings (HK) Limited 100% Xx. 0 Xxxxxx XX Xxxxxxx Xxxxxxx (Xxxxx) LLC 3,500 shares Xx. 0 Xxxxxx XX Xxxxxxx Xxxxxxx (Xxxxx) LLC 6,500 shares Hexion Nanping Holdings Limited 100% Xx. 0 Xxxxxx XX Xxxxxxx Xxxxxxx (Xxxxx) LLC 3,500 shares Xx. 0 Xxxxxx XX Xxxxxxx Xxxxxxx (Xxxxx) LLC 6,500 shares Hexion Specialty Chemicals Holding Germany GmbH Uncertificated Hexion Specialty Chemicals, Inc. N/A 100% Nimbus Merger Sub, Inc. No. 1 Hexion Specialty Chemicals, Inc. 100 shares 100% Hexion Quimica S.A. 100% No. 14 Hexion Specialty Chemicals, Inc. 10,566 shares No. 17 Hexion Specialty Chemicals, Inc. 307 shares No. 18 Hexion Specialty Chemicals, Inc. 737 shares DEBT SECURITIES Securities Issuer Lender Initial Principal Amount Pledged Global Intercompany Note U.S. Borrower and subsidiaries U.S. Borrower and subsidiaries Amounts outstanding from time to time Schedule IV to the Collateral Agreement INTELLECTUAL PROPERTY

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties heretoAgreement, each Pledgor who has pledged and granted a security interest hereunder in ULC Shares is the sole registered and beneficial owner of all its Collateral that is Pledged Securities which are ULC Shares and and, except to the extent otherwise permitted under the ABL Credit Agreement, will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Collateral Agent or any other Person person on the books and records of such ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect the issuer of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant heretoShares. Nothing in this Agreement Agreement, or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Collateral Agent or any Person Secured Party or any person other than a the applicable Pledgor, a member “member” or a “shareholder”, as applicable, of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the applicable Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoingSecured Party or such other person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties Party as a member or a shareholder of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that is which are not shares of such ULCULC Shares.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor the Grantor of any security interest in ULC Shares is the sole registered and beneficial owner of all its Pledged Collateral that which is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Administrative Agent or any other Person person on the books and records of the issuer of such ULCULC Shares. Accordingly, such Pledgor Grantor shall be entitled to receive and retain for its own account any dividend on dividends, property or other distributiondistributions, if any, in respect of such ULC Shares that are (except insofar as the Grantor has granted a security interest in such dividends, property or other distributions, and any shares shall be delivered to the Administrative Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the issuer of such ULC Shares to the same extent as such Pledgor the Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Administrative Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, shall constitute the Pledgee, any of the Secured Parties Agent or any Person Lender, or any person other than the Grantor a Pledgor, a shareholder or member of any ULC an unlimited company for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Grantor and further steps are taken hereunder or thereunder so as to register the PledgeeAgent, any of the Secured Parties or any nominee of the foregoing, other person as specified in such notice, as the holder of shares of such ULCPledged Collateral which are ULC Shares. To the extent any provision hereof or of any other document would have the effect of constituting the Pledgee Administrative Agent, any Lender, or any other person as a shareholder or member of an unlimited company for the purposes of the Secured Parties a member of a ULC Companies Act (Nova Scotia) prior to such time, such provision shall be severed herefrom or therefrom and ineffective with respect to the Pledged Collateral that which is shares of such ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or such other agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that which is not shares ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of Pledged Collateral which is ULC Shares following the occurrence and during the continuance of an Event of Default, no Grantor shall cause or permit, or enable any unlimited company in which it holds ULC Shares to cause or permit, the Administrative Agent or any Lender to: (a) be registered as a shareholder or member of such ULCunlimited company; (b) have any notation entered in its favour in the share register of such unlimited company; (c) be held out as a shareholder or member of such unlimited company; (d) receive, directly or indirectly, any dividends, property or other distributions from such unlimited company by reason of the Administrative Agent or any Lender holding a security interest in such unlimited company; or (e) act as a shareholder or member of such unlimited company, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such unlimited company.

ULC Shares. (a) Notwithstanding anything else The Debtor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of Creditor and the Debtor that the Creditor should not under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where the Debtor is the registered owner of ULC Shares which are Collateral, the parties hereto, each Pledgor is Debtor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Creditor or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor the Debtor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (except for any dividend or distribution comprised of Pledged Security Certificates, which shall be delivered to the Creditor to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor the Debtor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Creditor pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the Pledgee, any of the Secured Parties Creditor or any Person other than a Pledgorthe Debtor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Debtor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Creditor or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Creditor as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Creditor to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, the Debtor shall not cause or permit, or enable a Pledged Issuer that is not shares a ULC to cause or permit, the Creditor to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Creditor holding the Security Interests over the ULC Shares; or (e) act as a shareholder of Table of Contents such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares.

ULC Shares. (a1) Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor the Obligor is the sole registered and beneficial owner of all its Collateral that is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured PartiesCreditor, or any nominee of the foregoing or any other Person on the books and records of such ULC. Accordingly, such Pledgor the Obligor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor the Obligor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Creditor pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Creditor or any Person other than a Pledgorthe Obligor, a member of any ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Obligor and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Creditor or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Creditor a member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares of such ULC.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Collateral Agent and such Grantor that neither the Collateral Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement Agreement, the Indenture or any other document Note Document to which such Grantor and one or agreement among all or some more of the other parties heretohereto are party, each Pledgor where a Grantor is the sole registered and beneficial owner of all its Collateral that is ULC Shares and which constitute Collateral, such Grantor will remain so the sole registered owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the other Secured Parties, or any nominee of the foregoing Party or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are (except for any dividend or distribution comprised of stock certificates, which shall be delivered to the Collateral Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Collateral Agent nor subject to a security interest pursuant hereto. Nothing in this Agreement Agreement, the Indenture or any other agreement or document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement Agreement, the Indenture or any other agreement or document or agreement among all or some of the parties hereto shall, constitute the PledgeeCollateral Agent, any of the other Secured Parties Party, or any other Person other than a PledgorGrantor, a member or shareholder of any a ULC for the purposes of Companies Act (Nova Scotia)any ULC Laws, the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as ten (10) calendar days prior written notice is given to such Pledgor the Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeCollateral Agent, any of the other Secured Parties Party or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof or of the Indenture or any other agreement or document would have the effect of constituting the Pledgee Collateral Agent or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom or therefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement Agreement, the Indenture or any other agreement or document or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, such Grantor shall not cause or permit, or enable an Issuer that is not shares a ULC to cause or permit, the Collateral Agent or any other Secured Party to, (a) be registered as a shareholder or member of such ULC.Issuer, (b) have any notation entered in their favor in the share register of such Issuer, (c) be held out as shareholders or members of such Issuer, (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the Collateral Agent holding the security interests in the ULC Shares, or (e) act as a shareholder or member of such Issuer, or exercise any rights of a shareholder or member including the right to attend a meeting of shareholders or members of such Issuer or to vote its ULC Shares. Table of Contents 44 Table of Contents

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement Security Agreement, any other Loan Document or any other document or agreement among all or some to which any party to this Security Agreement is also party, each Grantor that is a registered and beneficial owner of the parties heretoshares and other Equity Interests pledged hereunder (collectively, each Pledgor the “ULC Shares”) of an unlimited company, unlimited liability company or unlimited liability corporation incorporated or otherwise existing under the laws of any province or territory of Canada or under the federal laws of Canada, or any other entity whose members or shareholders have liability comparable to that of members or shareholders of any of those entities (each, a “ULC”) that is from time to time an issuer of ULC Shares, is the sole registered and beneficial owner of all its Collateral that is such ULC Shares and Shares. Each such Grantor will remain so until such time as such the ULC Shares are effectively transferred into are, with the name prior written consent of the Pledgee, any Administrative Agent (which has not been revoked) and in the course of realization of the Secured Partiessecurity interests under this Security Agreement, or any nominee of the foregoing or any other Person transferred on the books and records of such ULCthe applicable issuer of ULC Shares into the name of the Administrative Agent, its nominee, any Secured Party or a purchaser designated by the Administrative Agent. Accordingly, each such Pledgor Grantor shall be entitled to receive and retain for its own account any dividend on dividend, distribution, payment or other distribution, if any, proceeds in respect of the ULC Shares that are Collateral (except insofar as such Grantor has granted a security interest in the dividend or other distribution in favor of the Administrative Agent under this Agreement, in which case the other terms of the security interest will apply) and shall have the right to vote such the ULC Shares and to control the direction, management and policies of any the issuer of ULC Shares to the same extent as such Pledgor Grantor would if such the ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant heretoAdministrative Agent. Nothing in this Security Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended toto or shall constitute the Administrative Agent, and nothing in this Agreement any Secured Party or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties or any Person person other than a Pledgorthe Grantors, a shareholder or member of any issuer of ULC Shares for the purposes of the Business Corporations Act (Alberta), the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation governing the formation of a ULC (“ULC Legislation”) until such time as notice is given to such Pledgor and further steps the ULC Shares are taken hereunder or thereunder so transferred in the course of realization as to register the Pledgee, any of the Secured Parties or any nominee of the foregoing, as specified described above in such notice, as the holder of shares of such ULCthis Section. To the extent any provision hereof of this Security Agreement would have the effect of constituting the Pledgee Administrative Agent or any Secured Party or any person other than the Grantors as a shareholder or member of any ULC that is from time to time an issuer of ULC Shares for the purposes of the Secured Parties a member of a ULC prior to such timeLegislation before then, such the provision shall be severed herefrom deemed not to apply to the ULC Shares or that ULC, as the case may be, and shall be ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering this Security Agreement unenforceable this Agreement or invalidating or rendering the provision in question unenforceable such provision insofar as it relates to Collateral property that is not shares the ULC Shares. Notwithstanding anything else in this Security Agreement, except upon the exercise of rights to sell or otherwise dispose of the ULC Shares following the occurrence of an Event of Default, the applicable Grantors shall not cause, permit or enable any issuer of ULC Shares to cause, permit, or enable, the Administrative Agent or any Secured Party to: (a) be registered as a shareholder of the issuer of ULC Shares; (b) have any notation entered in its favor in the share register or other books and records of a ULC in respect of the ULC Shares; (c) act or purport to act as a shareholder of the issuer of ULC Shares, or obtain, exercise or attempt to exercise any rights of a shareholder of the issuer of ULC Shares, including the right to attend a meeting of the issuer of ULC Shares, or to vote the ULC Shares; (d) be held out as shareholder or member of the issuer of ULC Shares; or (e) receive, directly or indirectly, any dividends, property or other distributions from the issuer of ULC Shares by reason of the Administrative Agent or any Secured Party holding a security interest in the ULC Shares. The limitations in this Section shall not restrict the Administrative Agent from (i) exercising the rights to sell or otherwise dispose of ULC Shares that it is entitled to exercise under this Security Agreement or (ii) having the ULC Shares registered in its name, in either case at any time that the Administrative Agent is entitled to realize on all or any portion of the ULC Shares pursuant to this Security Agreement and, in either case, provided that the Administrative Agent has (y) given notice to such ULCGrantor of its intention to realize upon those ULC Shares (including by selling or disposing of or re-registering those ULC Shares) and (z) consented in writing to any change in registration and not revoked its consent.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Collateral Agent and each Grantor that the Collateral Agent should not under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where a Grantor is the registered owner of the parties heretoULC Shares that are Collateral, each Pledgor is such Grantor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Collateral Agent or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are (other than any dividend or distribution comprised of additional ULC Shares of such issuer, which shall be delivered to the Collateral Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant heretoCollateral Agent hereunder. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the Pledgee, any of the Secured Parties Collateral Agent or any Person other than a Pledgor, such Grantor as a member or shareholder of any a ULC for the purposes of Companies Act (Nova Scotia)any ULC Laws until, upon the occurrence and during the continuance of an Event of Default, the Business Corporations Act Collateral Agent shall have notified such Grantor in writing of its intention to exercise its rights under Section 3.06(a) (British Columbia), the Business Corporations Act (Albertaand such notice has not been revoked) or any other applicable legislation until such time as notice is given to such Pledgor and further steps are taken hereunder pursuant hereto or thereunder so as thereto to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares the ULC Shares for purposes of such ULCany ULC Laws. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Collateral Agent as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares that are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, such Grantor shall not take any action to cause or permit, or enable an issuer that is a ULC to cause or permit, the Collateral Agent to: (a) be registered as a shareholder or member of such ULCissuer; (b) have any notation entered in its favor in the share register of such issuer; (c) be held out as a shareholder or member of such issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such issuer by reason of the Collateral Agent holding a security interest in the ULC Shares; or (e) act as a shareholder of such issuer, or exercise any rights of a shareholder, including the right to attend a meeting of shareholders of such issuer or to vote the ULC Shares.

ULC Shares. (a) Notwithstanding anything else The Pledgors acknowledge that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Pledgee and the Pledgors that neither the Pledgee nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties heretoLoan Document, each where any Pledgor is the registered owner of ULC Shares which are Collateral, such Pledgor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the other Secured PartiesParty, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such each Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are Collateral (except for any dividend or distribution comprised of Pledged Security Certificates, which shall be delivered to the Pledgee to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the Pledgee, any of the other Secured Parties Party, or any other Person other than a any Pledgor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the other Secured Parties Party, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Pledgee to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, the Pledgors shall not cause or permit, or enable a Pledged Issuer that is not shares a ULC to cause or permit, the Pledgee or any other Secured Party to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favor in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Pledgee holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor Grantor that is the sole registered and beneficial owner of all its any Pledged Collateral that is which are ULC Shares and (“ULC Pledgor”) will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the Secured Parties, or any nominee of the foregoing Party or any other Person on the books and records of such ULC. Accordingly, such each ULC Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, Distribution in respect of such Pledged Collateral (except insofar as such ULC Shares that Pledgor has granted a security interest in such Distribution, and any shares which are Pledged Collateral shall be delivered to the Collateral Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares Pledged Collateral and to control the direction, management and policies of any the applicable ULC issuer to the same extent as such ULC Pledgor would if such ULC Shares Pledged Collateral were not pledged to the Pledgee Collateral Agent (for its own benefit and for the benefit of the Secured Parties Parties) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the PledgeeCollateral Agent, any of the Secured Parties Party or any other Person other than a Pledgor, ULC Pledgor a member of any a ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such ULC Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeCollateral Agent, any Secured Party or any other Person as holder of the Secured Parties or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULCapplicable ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties Party as a member of a any ULC prior to such time, such provision shall be severed herefrom therefrom and shall be ineffective with respect to Pledged Collateral that is shares of such which are ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that is which are not shares of such ULCULC Shares.

ULC Shares. Notwithstanding any other provision of this Agreement, each Grantor acknowledges that certain of the Pledged Collateral may now or in the future consist of shares of an unlimited liability corporation and/or an unlimited liability company (a“ULC Shares”), and that it is the intention of the Administrative Agent and each Grantor that neither the Administrative Agent nor any beneficiary, successor in interest, agent or any other affiliate of Administrative Agent should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of an unlimited liability corporation and/or an unlimited liability company, as organized under the laws of any Province or Territory in Canada, (each a “ULC”) Notwithstanding anything else for the purposes of any legislation governing such ULC. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where each Grantor is the registered owner of the parties heretoULC Shares which are Pledged Collateral, each Pledgor is such Grantor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, Administrative Agent or any nominee beneficiary, successor in interest, agent or any other affiliate of the foregoing Administrative Agent, or any other Person on the books Books and records Records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (except for any stock dividend or distribution which shall be subject to the security interest created hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Administrative Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the Pledgee, any of the Secured Parties Administrative Agent or any beneficiary, successor in interest, agent or any other affiliate of Administrative Agent, or any other Person other than a Pledgorthe Grantor, a member or shareholder of any a ULC for the purposes of Companies Act any legislation governing such ULC (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Administrative Agent or any nominee beneficiary, successor in interest, agent or any other affiliate of the foregoingAdministrative Agent, or such other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Administrative Agent or any beneficiary, successor in interest, agent or any other affiliate of the Secured Parties Administrative Agent as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to Collateral that is shares of such ULC Shares which are Pledged Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that Pledged Shares which is not shares ULC Shares. Except upon the exercise of rights of the Administrative Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Grantor shall not cause or permit the Administrative Agent or any beneficiary, successor in interest, agent or any other affiliate of Administrative Agent to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in their favor in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason solely of the Administrative Agent holding a security interest over the ULC Shares; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of shareholders or members of such ULC or to vote such Grantor’s ULC Shares.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor the Grantor of any security interest in ULC Shares is the sole registered and beneficial owner of all its Pledged Collateral that which is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Administrative Agent or any other Person person on the books and records of the issuer of such ULCULC Shares. Accordingly, such Pledgor Grantor shall be entitled to receive and retain for its own account any dividend on dividends, property or other distributiondistributions, if any, in respect of such ULC Shares that are (except insofar as the Grantor has granted a security interest in such dividends, property or other distributions, and any shares shall be delivered to the Administrative Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the issuer of such ULC Shares to the same extent as such Pledgor the Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Administrative Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, shall constitute the Pledgee, any of the Secured Parties Agent or any Person Secured Party, or any person other than the Grantor a Pledgor, a shareholder or member of any ULC an unlimited company for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Grantor and further steps are taken hereunder or thereunder so as to register the PledgeeAgent, any of the Secured Parties or any nominee of the foregoing, other person as specified in such notice, as the holder of shares of such ULCPledged Collateral which are ULC Shares. To the extent any provision hereof or of any other document would have the effect of constituting the Pledgee Administrative Agent, any Secured Party, or any other person as a shareholder or member of an unlimited company for the purposes of the Secured Parties a member of a ULC Companies Act (Nova Scotia) prior to such time, such provision shall be severed herefrom or therefrom and ineffective with respect to the Pledged Collateral that which is shares of such ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or such other agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that which is not shares ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of Pledged Collateral which is ULC Shares following the occurrence and during the continuance of an Event of Default, no Grantor shall cause or permit, or enable any unlimited company in which it holds ULC Shares to cause or permit, the Administrative Agent or any Secured Party to: (a) be registered as a shareholder or member of such ULCunlimited company; (b) have any notation entered in its favour in the share register of such unlimited company; (c) be held out as a shareholder or member of such unlimited company; (d) receive, directly or indirectly, any dividends, property or other distributions from such unlimited company by reason of the Administrative Agent or any Secured Party holding a security interest in such unlimited company; or (e) act as a shareholder or member of such unlimited company, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such unlimited company.

ULC Shares. (a1) Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties heretohereto (or beneficiaries hereof), each Pledgor Loan Party is the sole registered and beneficial owner of all of its Collateral that is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured PartiesAgent, or any nominee of the foregoing or any other Person on the books and records of such ULC. Accordingly, such Pledgor Loan Party shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are its Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any such ULC to the same extent as such Pledgor Loan Party would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto (or beneficiaries hereof) is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto (or beneficiaries hereof) shall, constitute the Pledgee, any of the Secured Parties Agent or any Person other than a Pledgorthe Loan Parties, a member of any ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the relevant Loan Parties and further steps are taken hereunder or thereunder so as to register the PledgeeAgent, any of the Secured Parties or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Agent a member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares of such ULC.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties heretoAgreement, each Pledgor who has pledged and granted a security interest hereunder in ULC Shares is the sole registered and beneficial owner of all its Collateral that is Pledged Securities which are ULC Shares and and, except to the extent otherwise permitted under the ABL Credit Agreement, will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Collateral Agent or any other Person person on the books and records of such ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect the issuer of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant heretoShares. Nothing in this Agreement Agreement, or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Collateral Agent or any Person Secured Party or any person other than a the applicable Pledgor, a member “member” or a “shareholder”, as applicable, of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the applicable Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoingSecured Party or such other person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties Party as a member or a shareholder of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that is which are not shares of such ULCULC Shares.

ULC Shares. (a1) Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor the Obligor is the sole registered and beneficial owner of all its Collateral that is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAgent, any of the Secured PartiesCreditors, or any nominee of the foregoing or any other Person on the books and records of such ULC. Accordingly, such Pledgor the Obligor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor the Obligor would if such ULC Shares were not pledged to the Pledgee Agent for the benefit of the Secured Parties Creditors pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the PledgeeAgent, any of the Secured Parties Creditors or any Person other than a Pledgorthe Obligor, a member of any ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Obligor and further steps are taken hereunder or thereunder so as to register the PledgeeAgent, any of the Secured Parties Creditors or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee Agent or any of the Secured Parties Creditors a member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares of such ULC.

ULC Shares. (a) Notwithstanding anything else Each Debtor acknowledges that certain of the Collateral of such Debtor may now or in the future consist of ULC Shares, and that it is the intention of the Creditor and each Debtor that the Creditor should not under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Master Facilities Agreement or any other document or agreement among all or some Transaction Document, where a Debtor is the registered owner of the parties heretoULC Shares which are Collateral of such Debtor, each Pledgor is such Debtor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Creditor or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Debtor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are Collateral (except for any dividend or distribution comprised of Pledged Security Certificates of such Debtor, which shall be delivered to the Creditor to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Debtor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Creditor pursuant hereto. Nothing in this Agreement, the Master Facilities Agreement or any other document or agreement among all or some of the parties hereto Transaction Document is intended to, and nothing in this Agreement, the Master Facilities Agreement or any other document or agreement among all or some of the parties hereto Transaction Document shall, constitute the Pledgee, any of the Secured Parties Creditor or any Person other than a Pledgorthe applicable Debtor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Debtor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Creditor or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Creditor as a member or a shareholder, as applicable, of a General Security Agreement any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Debtor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Debtor which is not ULC Shares. Except upon the exercise of rights of the Creditor to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Debtor shall not cause or permit, or enable a Pledged Issuer that is not shares a ULC to cause or permit, the Creditor to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Creditor holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each the applicable Pledgor is the sole registered and beneficial owner of all its Collateral that is Pledged ULC Shares pledged by such Pledgor and will remain so until such time as such Pledged ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, Collateral Agent or any nominee of the foregoing or any other Person another person on the books and records of the issuer of such ULCULC Shares. Accordingly, such Accordingly the Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such Pledged ULC Shares (except insofar as the Pledgor has granted a security interest in such dividend on or other distribution, and any shares that are collateral shall be delivered to the Collateral Agent to hold as collateral hereunder) and shall have the right to vote such ULC Shares collateral and to control the direction, management and policies of any the issuer of such Pledged ULC Shares to the same extent as such the Pledgor would if such ULC Shares collateral were not pledged to the Pledgee for the benefit of the Secured Parties Collateral Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Collateral Agent or any Person person other than a the relevant Pledgor, a member of the issuer of such Pledged ULC Shares or any other ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the Pledgor (and not revoked) as provided herein and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoing, other person as specified in such notice, as the holder of shares of such ULCPledged ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Collateral Agent as a member of a the issuer of Pledged ULC Shares prior to such time, such provision shall be severed herefrom therefrom and ineffective with respect to Collateral collateral that is shares of such are Pledged ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral property that is not shares Pledged ULC Shares. Except upon the exercise of such ULC.rights to sell or otherwise dispose of the Pledged ULC Shares following the occurrence of an Event of Default, the Pledgor shall not cause or permit, or enable the issuer of Pledged ULC Shares to cause or permit, the Collateral Agent to: (a) be registered as a shareholder or member of the issuer of Pledged ULC Shares;

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties heretoAgreement, each Pledgor who has pledged and granted a security interest hereunder in ULC Shares is the sole registered and beneficial owner of all its Collateral that is Pledged Securities which are ULC Shares and and, except to the extent otherwise permitted under the ABL Credit Agreement, will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Collateral Agent or any other Person person on the books and records of such ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect the issuer of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant heretoShares. Nothing in this Agreement Agreement, or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Collateral Agent or any Person Secured Party or any person other than a the applicable Pledgor, a member “member” or a “shareholder”, as applicable, of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the applicable 39216081_9 Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoingSecured Party or such other person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties Party as a member or a shareholder of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that is which are not shares of such ULCULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Debtor acknowledges that certain of the Collateral of such Debtor may now or in the future consist of ULC Shares, and that it is the intention of the Creditor and each Debtor that the Creditor should not under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where a Debtor is the registered owner of the parties heretoULC Shares which are Collateral of such Debtor, each Pledgor is such Debtor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Creditor or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Debtor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are Collateral (except for any dividend or distribution comprised of Pledged Security Certificates of such Debtor, which shall be delivered to the Creditor to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Debtor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Creditor pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the Pledgee, any of the Secured Parties Creditor or any Person other than a Pledgorthe applicable Debtor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Debtor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Creditor or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Creditor as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Debtor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Debtor which is not ULC Shares. Except upon the exercise of rights of the Creditor to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Debtor shall not cause or permit, or enable a Pledged Issuer that is not shares a ULC to cause or permit, the Creditor to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Creditor holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain of the Collateral of Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Administrative Agent, the Collateral Agent and each Grantor that neither the Administrative Agent, the Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Security Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where a Grantor is the registered and beneficial owner of the parties heretoULC Shares which are Collateral of such Grantor, each Pledgor is such Grantor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the other Secured PartiesParty, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are (except for any dividend or distribution comprised of Pledged Stock of such Grantor, which shall be delivered to the Collateral Agent to hold as security hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Collateral Agent pursuant hereto. Nothing in this Security Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Security Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeCollateral Agent, any of the other Secured Parties Party, or any other Person other than a Pledgorthe applicable Grantor, a member or shareholder (whether listed or unlisted, registered or beneficial) of any a ULC for the purposes of Companies Act (Nova Scotia)any ULC Laws, the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeCollateral Agent, any of the other Secured Parties Party, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom here from and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Grantor without otherwise invalidating or rendering unenforceable this Security Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Security Agreement, each Grantor shall not cause or permit, or enable an Issuer that is not shares a ULC to cause or permit, the Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such ULCIssuer; (b) have any notation entered in their favour in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the Collateral Agent holding the security interests over the ULC Shares; or (e) act as a shareholder or member of such Issuer, or exercise any rights of a shareholder or member including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain of the Collateral of Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Trustee, the Collateral Agent and each Grantor that neither the Trustee, the Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement Security Agreement, the Indenture or any other document or agreement among all or some Note Document, where a Grantor is the registered and beneficial owner of the parties heretoULC Shares which are Collateral of such Grantor, each Pledgor is such Grantor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the other Secured PartiesParty, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are (except for any dividend or distribution comprised of Pledged Stock of such Grantor, which shall be delivered to the Collateral Agent to hold as security hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Collateral Agent pursuant hereto. Nothing in this Agreement Security Agreement, the Indenture or any other document or agreement among all or some of the parties hereto Note Document is intended to, and nothing in this Agreement Security Agreement, the Indenture or any other document or agreement among all or some of the parties hereto Note Document shall, constitute the PledgeeCollateral Agent, any of the other Secured Parties Party, or any other Person other than a Pledgorthe applicable Grantor, a member or shareholder (whether listed or unlisted, registered or beneficial) of any a ULC for the purposes of Companies Act (Nova Scotia)any ULC Laws, the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeCollateral Agent, any of the other Secured Parties Party, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Grantor without otherwise invalidating or rendering unenforceable this Security Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Security Agreement, each Grantor shall not cause or permit, or enable an Issuing Entity that is not shares a ULC to cause or permit, the Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such ULCIssuing Entity; (b) have any notation entered in their favour in the share register of such Issuing Entity; (c) be held out as shareholders or members of such Issuing Entity; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuing Entity by reason of the Collateral Agent holding the security interests over the ULC Shares; or (e) act as a shareholder or member of such Issuing Entity, or exercise any rights of a shareholder or member including the right to attend a meeting of shareholders of such Issuing Entity or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each with respect to any Collateral which constitutes ULC Shares, the relevant Pledgor of such ULC Shares is the sole registered and beneficial owner of all its Collateral that is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Party or any other Person person on the books and records of the ULC issuer of such ULCULC Shares. Accordingly, such the relevant Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are such Collateral (except pursuant to Section 3.2 hereof) and shall have the right to vote such ULC Shares Collateral and to control the direction, management and policies of any the ULC issuer to the same extent as such the Pledgor would if such ULC Shares Collateral were not pledged to the Pledgee (for its own benefit and for the benefit of the Secured Parties Parties) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties or any Person person other than a the Pledgor, a member of any a ULC for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation NSCA until such time as notice is given to such the Pledgor and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Pledgee or any nominee of the foregoing, other person as specified in such notice, as the holder of shares of such ULCULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties as a member of a any ULC prior to such time, such provision shall be severed herefrom therefrom and ineffective with respect to Collateral that is shares of such which are ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is which are not shares ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of the Pledged Stock issued by a ULC following the occurrence of an Event of Default hereunder, no Pledgor shall cause or permit, or enable any ULC in which they hold ULC Shares to cause to permit, the Pledgee or other Secured Parties to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in their favor in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from the ULC by reason of the Pledgee or the Secured Parties holding a security interest in the ULC; or (e) act as a shareholder or member of the ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, the ULC.

ULC Shares. Notwithstanding any other provision of this Agreement, each Grantor acknowledges that certain of the Pledged Collateral may now or in the future consist of shares of an unlimited liability corporation and/or an unlimited liability company (a“ULC Shares”), and that it is the intention of the Administrative Agent and each Grantor that neither the Administrative Agent nor any beneficiary, successor in interest, agent or any other affiliate of Administrative Agent should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of an unlimited liability corporation and/or an unlimited liability company, as organized under the laws of any Province or Territory in Canada, (each a “ULC”) Notwithstanding anything else for the purposes of any legislation governing such ULC. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where each Grantor is the registered owner of the parties heretoULC Shares which are Pledged Collateral, each Pledgor is such Grantor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, Administrative Agent or any nominee beneficiary, successor in interest, agent or any other affiliate of the foregoing Administrative Agent, or any other Person on the books Books and records Records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (except for any stock dividend or distribution which shall be subject to the security interest created hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Administrative Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the Pledgee, any of the Secured Parties Administrative Agent or any beneficiary, successor in interest, agent or any other affiliate of Administrative Agent, or any other Person other than a Pledgorthe Grantor, a member or shareholder of any a ULC for the purposes of Companies Act any legislation governing such ULC (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Administrative Agent or any nominee beneficiary, successor in interest, agent or any other affiliate of the foregoingAdministrative Agent, or such other Person, as TABLE OF CONTENTS (continued) Page specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Administrative Agent or any beneficiary, successor in interest, agent or any other affiliate of the Secured Parties Administrative Agent as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to Collateral that is shares of such ULC Shares which are Pledged Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that Pledged Shares which is not shares ULC Shares. Except upon the exercise of rights of the Administrative Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Grantor shall not cause or permit the Administrative Agent or any beneficiary, successor in interest, agent or any other affiliate of Administrative Agent to: (a) be registered as a shareholder or member of such ULC.; (b) have any notation entered in their favor in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason solely of the Administrative Agent holding a security interest over the ULC Shares; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of shareholders or members of such ULC or to vote such Grantor’s ULC Shares. 12

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of between the parties hereto, each Pledgor of the Credit Parties hereto which owns any shares of stock (“ULC Shares”) of an unlimited company (a “ULC”) under the Companies Act (Nova Scotia) (referred to herein as a “ULC Share Pledgor”) is the sole registered and beneficial owner of all its such Pledged Collateral that is which are ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the Secured Parties, or any nominee of the foregoing Party or any other Person on the books and records of such ULC. Accordingly, such for the avoidance of doubt, each ULC Share Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such Pledged Collateral (except insofar as each ULC Shares that Share Pledgor has granted a security interest in such dividend or other distribution, and any shares which are Pledged Collateral shall be delivered to the Collateral Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares Pledged Collateral and to control the direction, management and policies of any the ULC to the same extent as such each ULC Share Pledgor would if such ULC Shares Pledged Collateral were not pledged to the Pledgee Collateral Agent (for its own benefit and for the benefit of the Secured Parties Parties) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the PledgeeCollateral Agent, any of the Secured Parties or any Person person other than a each ULC Share Pledgor, as a member of any a ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such each ULC Share Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoing, such other Person as specified in such notice, as the holder of shares of such ULCULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties as a member of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to Pledged Collateral that is shares of such which are ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral that is which are not shares ULC Shares. Except upon the exercise of rights to sell, transfer or otherwise dispose of the ULC Shares following the occurrence of an Event of Default, each ULC Share Pledgor shall not cause or permit, or enable any ULC in which it holds ULC Shares to cause or permit, the Collateral Agent or other Secured Parties: (a) to be registered as shareholders or members of such ULC; (b) to have any notation entered in their favor in the share register of such ULC; (c) to be held out as shareholders or members of such ULC; (d) except as set forth in the proviso in Section 3.06(a)(iii), to receive, directly or indirectly, any dividends, property or other distributions from the ULC by reason of the Collateral Agent or the Secured Parties holding a security interest in the ULC; or (e) to act as a shareholder or member of the ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, the ULC.”.

ULC Shares. (a) Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor Assignor is the sole registered and beneficial owner of all its Collateral that is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the Secured PartiesCreditors, or any nominee of the foregoing or any other Person on the books and records of such ULC. Accordingly, such Pledgor Assignor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor Assignor would - #PageNum# - if such ULC Shares were not pledged to the Pledgee Collateral Agent for the benefit of the Secured Parties Creditors pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the PledgeeCollateral Agent, any of the Secured Parties Creditors or any Person other than a Pledgoran Assignor, a member of any ULC for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Assignor and further steps are taken hereunder or thereunder so as to register the PledgeeCollateral Agent, any of the Secured Parties Creditors or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties Creditors a member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares of such ULC.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain of the Collateral of such Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Administrative Agent and each Grantor that neither the Administrative Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Security Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where a Grantor is the registered owner of the parties heretoULC Shares which are Collateral of such Grantor, each Pledgor is such Grantor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAdministrative Agent, any of the other Secured PartiesParty, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares that are Collateral (except for any dividend or distribution comprised of certificated Securities pledged by such Grantor, which shall be delivered to the Administrative Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Administrative Agent pursuant hereto. Nothing in this Security Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Security Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeAdministrative Agent, any of the other Secured Parties Party, or any other Person other than a Pledgorthe applicable Grantor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAdministrative Agent, any of the other Secured Parties Party, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Administrative Agent or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Grantor without otherwise invalidating or rendering unenforceable this Security Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of the Administrative Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Security Agreement, each Grantor shall not cause or permit, or enable an issuer that is not shares a ULC to cause or permit, the Administrative Agent or any other Secured Party to: (a) be registered as a shareholder or member of such ULCissuer; (b) have any notation entered in their favour in the share register of such issuer; (c) be held out as shareholders or members of such issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such issuer by reason of the Administrative Agent holding the Liens over the ULC Shares; or (e) act as a shareholder of such issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain of the Collateral of Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Trustee, the Collateral Agent and each Grantor that neither the Trustee, the Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement Security Agreement, the Indenture or any other document or agreement among all or some Note Document, where a Grantor is the registered and beneficial owner of the parties heretoULC Shares which are Collateral of such Grantor, each Pledgor is such Grantor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the other Secured PartiesParty, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are (except for any dividend or distribution comprised of Pledged Stock of such Grantor, which shall be delivered to the Collateral Agent to hold as security hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Collateral Agent pursuant hereto. Nothing in this Agreement Security Agreement, the Indenture or any other document or agreement among all or some of the parties hereto Note Document is intended to, and nothing in this Agreement Security Agreement, the Indenture or any other document or agreement among all or some of the parties hereto Note Document shall, constitute the PledgeeCollateral Agent, any of the other Secured Parties Party, or any other Person other than a Pledgorthe applicable Grantor, a member or shareholder (whether listed or unlisted, registered or beneficial) of any a ULC for the purposes of Companies Act (Nova Scotia)any ULC Laws, the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeCollateral Agent, any of the other Secured Parties Party, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Grantor without otherwise invalidating or rendering unenforceable this Security Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that of any Grantor which is not shares ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Security Agreement, each Grantor shall not cause or permit, or enable any ULC to cause or permit, the Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in their favour in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Collateral Agent holding the security interests over the ULC Shares of such ULC; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of shareholders of such ULC or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each the applicable Pledgor is the sole registered and beneficial owner of all its Collateral that is Pledged ULC Shares pledged by such Pledgor and will remain so until such time as such Pledged ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, Administrative Agent or any nominee of the foregoing or any other Person another person on the books and records of the issuer of such ULCULC Shares. Accordingly, such Accordingly the Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such Pledged ULC Shares (except insofar as the Pledgor has granted a security interest in such dividend on or other distribution, and any shares that are Collateral collateral shall be delivered to the Administrative Agent to hold as collateral hereunder) and shall have the right to vote such ULC Shares collateral and to control the direction, management and policies of any the issuer of such Pledged ULC Shares to the same extent as such the Pledgor would if such ULC Shares collateral were not pledged to the Pledgee for the benefit of the Secured Parties Administrative Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Administrative Agent or any Person person other than a the relevant Pledgor, a member of the issuer of such Pledged ULC Shares or any other ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the Pledgor (and not revoked) as provided herein and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Administrative Agent or any nominee of the foregoing, other person as specified in such notice, as the holder of shares of such ULCPledged ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Administrative Agent as a member of a the issuer of Pledged ULC Shares prior to such time, such provision shall be severed herefrom therefrom and ineffective with respect to Collateral collateral that is shares of such are Pledged ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral property that is not shares Pledged ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of the Pledged ULC Shares following the occurrence of an Event of Default the Pledgor shall not cause or permit, or enable the issuer of Pledged ULC Shares to cause or permit, the Administrative Agent to: (a) be registered as a shareholder or member of the issuer of Pledged ULC Shares; (b) have any notation entered in its favor in the share register of the issuer of Pledged ULC Shares; (c) be held out as shareholder or member of the issuer of Pledged ULC Shares; (d) receive, directly or indirectly, any dividends, property or other distributions from the issuer of Pledged ULC Shares by reason of the Administrative Agent holding a security interest in the Pledged ULC Shares; or (e) act as a shareholder or member of the issuer of Pledged ULC Shares, or exercise any rights of a shareholder or member including the right to attend a meeting of the issuer of Pledged ULC Shares or vote the Pledged ULC Shares. Schedule I to the Collateral Agreement Subsidiary Parties Xxxxxx Chemical Foundry, Inc. Xxxxxx Chemical Investments, Inc. Hexion U.S. Finance Corp. HSC Capital Corporation Xxxxxx International Inc. Xxxxxx Chemical International, Inc. Oilfield Technology Group, Inc. Hexion CI Holding Company (China) LLC Exhibit I to Collateral Agreement SUPPLEMENT NO. dated as of (this “Supplement”), to the Second Amended and Restated Collateral Agreement dated as of November 3, 2006 (the “Collateral Agreement”), among HEXION LLC, a Delaware limited liability company, HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Subsidiary Party party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such ULCcapacity, the “Administrative Agent”) for the Secured Parties (as defined therein).

ULC Shares. (a) Notwithstanding anything else The Pledgor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Agent and the Pledgor that the Agent should not under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Pledge Agreement, the Credit Agreement or any other document or agreement among all or some of Loan Document, where the parties hereto, each Pledgor is the registered owner of ULC Shares which are Collateral, the Pledgor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Tor#: 3413825.2 Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured PartiesAgent, or any nominee of the foregoing or any other Person person on the books and records of such the applicable ULC. Accordingly, such subject to the provisions of this Pledge Agreement, the Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are (except for any dividend or distribution comprised of Collateral constituting Certificated Securities, which shall be delivered to the Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such the Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Agent pursuant hereto. Nothing in this Pledge Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Pledge Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeAgent, any of the Secured Parties or any Person other person other than a the Pledgor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as written notice is given by the Agent to such the Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAgent, any of the Secured Parties or any nominee of the foregoingsuch other person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Agent as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Pledge Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Pledge Agreement, the Pledgor shall not cause or permit, or enable a Pledged Share Issuer that is not shares a ULC to cause or permit, the Agent to: (a) be registered as a shareholder or member of such ULC.Pledged Share Issuer; (b) have any notation entered in its favour in the share register of such Pledged Share Issuer; (c) be held out as shareholders or members of such Pledged Share Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Share Issuer by reason of the Agent holding the security interests granted hereunder over the ULC Shares; or (e) act as a shareholder of such Pledged Share Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Share Issuer or to vote its ULC Shares. Tor#: 3413825.2

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor Obligor who has granted a security interest hereunder in shares or other equity interests (“ULC Shares”) of any unlimited company incorporated under the laws of the Province of Nova Scotia, Canada, unlimited liability company incorporated under the laws of the Province of British Columbia, Canada, unlimited liability corporation incorporated under the laws of the Province of Alberta, Canada or any other entity whose members or shareholders have liability comparable to that of members or shareholders of those entities (each a “ULC”) or is the sole registered and beneficial owner of all its Collateral that is Pledged Securities which are ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAgent, any of the Secured Parties, or any nominee of the foregoing other Lender or any other Person person on the books and records of the issuer of such ULCpledged ULC Shares. Accordingly, such Pledgor Obligor shall be entitled to receive and retain for its own account any dividend on dividends, property or other distributiondistributions, if any, in respect of such ULC Shares that (except insofar as the Obligor has granted a security interest in such dividends, property or other distributions, and any shares which are Pledged Securities shall be delivered to Agent to hold as Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the issuer of such ULC Shares to the same extent as such Pledgor the Obligor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement Agreement, or any other document or agreement among all or some of the parties hereto shall, shall constitute the PledgeeAgent, any of the Secured Parties other Lender or any Person person other than the Obligor a Pledgor, a shareholder or member of any a ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Obligor and further steps are taken hereunder or thereunder so as to register the PledgeeAgent, any of the Secured Parties or any nominee of the foregoing, other person as specified in such notice, as the holder of shares of such ULCCollateral which is ULC Shares. To the extent any provision hereof or of any other document or agreement would have the effect of constituting the Pledgee Agent, any other Lender, or any of the Secured Parties other person as a shareholder or member of a ULC for the purposes of the Companies Act (Nova Scotia) prior to such time, such provision shall be severed herefrom or therefrom and ineffective with respect to the Collateral that which is shares of such ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or such other agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that which is not shares ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of Pledged Collateral which is ULC Shares following the occurrence and during the continuance of an Event of Default, the Obligor shall not cause or permit, or enable any ULC in which it holds ULC Shares to cause or permit, Agent or any other Lender to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in its favour in the share register of such ULC; (c) be held out as a shareholder or member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of Agent or any other Lender holding a security interest in such ULC; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such ULC.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Security Agent and each Grantor that the Security Agent should not under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where a Grantor is the registered owner of the parties heretoULC Shares that are Collateral, each Pledgor is such Grantor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Security Agent or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (other than any dividend or distribution comprised of additional ULC Shares of such issuer, which shall be delivered to the Security Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties pursuant heretoSecurity Agent hereunder. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the Pledgee, any of the Secured Parties Security Agent or any Person other than a Pledgor, such Grantor as a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), until, upon the Business Corporations Act (British Columbia)occurrence and during the continuance of an Event of Default, the Business Corporations Act (AlbertaSecurity Agent shall have notified such Grantor in writing of the suspension of its rights under section 3.06(a) or any other applicable legislation until such time as notice is given to such Pledgor and further steps are taken hereunder pursuant hereto or thereunder so as thereto to register the Pledgee, any of the Secured Parties Security Agent or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Security Agent as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares that are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares ULC Shares. Except upon the exercise of rights of the Security Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, such Grantor shall not cause or permit, or enable an issuer that is a ULC to cause or permit, the Security Agent to: (a) be registered as a shareholder or member of such ULCissuer; (b) have any notation entered in its favour in the share register of such issuer; (c) be held out as a shareholder or member of such issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such issuer by reason of the Security Agent holding a security interest in the ULC Shares; or (e) act as a shareholder of such issuer, or exercise any rights of a shareholder, including the right to attend a meeting of shareholders of such issuer or to vote the ULC Shares.

ULC Shares. Notwithstanding any other provision in this Agreement, to the extent that any ULC Share forms part of the Collateral, neither the Administrative Agent nor the Collateral Trustee (anor any Lender) Notwithstanding anything else shall become or be deemed to become a member or shareholder, or obtain or have the right to obtain any other indicia of ownership in any Unlimited Company. Therefore, notwithstanding any provisions to the contrary contained in this Agreement or Agreement, where a Loan Party is the registered owner of any other document or agreement among all or some ULC Share that forms part of the parties heretoCollateral, each Pledgor is such Loan Party shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so Share until such time as such ULC Shares are Share is effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Collateral Trustee or any other Person on the books and records of such ULCthe applicable Unlimited Company. Accordingly, such Pledgor a Loan Party shall be entitled to receive and retain for its own account any dividend on dividend, property or other distribution, if any, in respect of such ULC Shares that are Share (except for any dividend, property or other distribution comprised of pledged certificated securities, which shall be delivered to (or as directed by) the Collateral Trustee to hold hereunder) and shall have the right to vote such ULC Shares Share and to control the direction, management and policies of any ULC the applicable Unlimited Company to the same extent as such Pledgor Loan Party would if such ULC Shares were Share was not pledged to the Pledgee for the benefit of the Secured Parties Collateral Trustee pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto Agreement, is intended to, and nothing in this Agreement to or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Collateral Trustee or any Person other Person, other than a Pledgorthe pledging Loan Party, a member or shareholder (whether listed or unlisted, registered or beneficial) of any ULC for the purposes of Companies Act (Nova Scotia)an Unlimited Company, the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given hereunder that the Administrative Agent or Collateral Trustee acting at the direction of the Administrative Agent (subject to such Pledgor the terms of the Collateral Trust Agreement) is exercising remedies under this Agreement or any other Loan Document and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Collateral Trustee or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares the ULC Shares. For the avoidance of such ULC. To doubt, except with the extent any provision hereof would have the effect of constituting the Pledgee or any express written consent of the Secured Parties a member Collateral Trustee or upon the exercise of a the rights, remedies, powers or privileges of the Collateral Trustee to sell, transfer, convey or otherwise dispose of ULC prior Shares in accordance with this Agreement, no Loan Party shall cause or permit, or enable an Unlimited Company to such timecause or permit, such (and no provision shall be severed herefrom and ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating actions taken by the Collateral Trustee pursuant to this Agreement shall apply, or rendering unenforceable such provision insofar be deemed to apply, so as it relates to cause or permit) the Collateral that is not shares of such ULC.Trustee to, and the Collateral Trustee shall not:

ULC Shares. (a) Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor is the sole registered and beneficial owner of all its Collateral that is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured PartiesCreditors, or any nominee of the foregoing or any other Person on the books and records of such ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Creditors pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Pledgee, any of the Secured Parties Creditors or any Person other than a Pledgor, a member of any ULC for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Creditors or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Creditors a member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares of such ULC.. (b) Except upon the exercise of rights to sell or otherwise dispose of Collateral that is ULC Shares if there shall have occurred and be continuing an Event of Default, no Pledgor shall cause or permit, or enable any ULC in which it holds ULC Shares that are Collateral to cause or permit, the Pledgee or any other Secured Creditor to: (a) be registered as a shareholder or member of a ULC; (b) have any notation entered in its favour in the share register of a ULC; (c) be held out as a shareholder or member of a ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from a ULC by reason of the Pledgee or any other Secured Creditor holding a security interest in a ULC or ULC Shares; or (e) act as a shareholder or member of a ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, a ULC. NEWYORK 9251668 (2K)

ULC Shares. (a) Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor Grantor is the sole registered and beneficial owner of all its Collateral that which is comprised of ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeCollateral Agent, any of the Secured Parties, or any nominee of any of the foregoing or any other Person on the books and records of the Issuer of such ULCULC Shares. Accordingly, such Pledgor Accordingly each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are such Collateral (except insofar as such Grantor has granted a security interest therein and is required to deliver such Collateral in accordance with Section 4.2.1(a) hereof) and shall have the right to vote such ULC Shares Collateral and to control the direction, management and policies of any ULC the Issuer to the same extent as such Pledgor Grantor would if such ULC Shares Collateral were not pledged to the Pledgee Collateral Agent (for its own benefit and for the benefit of the Secured Parties Parties, or otherwise) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, shall constitute the PledgeeCollateral Agent, any of the Secured Parties or any Person other than a Pledgorsuch Grantor, a member of any ULC the Issuer for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation ULC Laws until such time as prior written notice is given to such Pledgor Grantor by the Collateral Agent and further steps are taken hereunder or thereunder so as to register the PledgeeCollateral Agent, any of the Secured Parties or any nominee of the foregoing, foregoing as specified in such notice, as the holder of shares ULC Shares of such ULCthe Issuer of ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or any of the Secured Parties as a member of a ULC such Issuer prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares which are ULC Shares of such ULC the Issuer without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares of such ULC.which are not

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor Obligor who has granted a security interest hereunder in shares or other equity interests (“ULC Shares”) of any unlimited company incorporated under the laws of the Province of Nova Scotia, Canada, unlimited 61 liability company incorporated under the laws of the Province of British Columbia, Canada, unlimited liability corporation incorporated under the laws of the Province of Alberta, Canada or any other entity whose members or shareholders have liability comparable to that of members or shareholders of those entities (each a “ULC”) or is the sole registered and beneficial owner of all its Collateral that is Pledged Securities which are ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAgent, any of the Secured Parties, or any nominee of the foregoing other Lender or any other Person person on the books and records of the issuer of such ULCpledged ULC Shares. Accordingly, such Pledgor Obligor shall be entitled to receive and retain for its own account any dividend on dividends, property or other distributiondistributions, if any, in respect of such ULC Shares that (except insofar as the Obligor has granted a security interest in such dividends, property or other distributions, and any shares which are Pledged Securities shall be delivered to Agent to hold as Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the issuer of such ULC Shares to the same extent as such Pledgor the Obligor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement Agreement, or any other document or agreement among all or some of the parties hereto shall, shall constitute the PledgeeAgent, any of the Secured Parties other Lender or any Person person other than the Obligor a Pledgor, a shareholder or member of any a ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Obligor and further steps are taken hereunder or thereunder so as to register the PledgeeAgent, any of the Secured Parties or any nominee of the foregoing, other person as specified in such notice, as the holder of shares of such ULCCollateral which is ULC Shares. To the extent any provision hereof or of any other document or agreement would have the effect of constituting the Pledgee Agent, any other Lender, or any of the Secured Parties other person as a shareholder or member of a ULC for the purposes of the Companies Act (Nova Scotia) prior to such time, such provision shall be severed herefrom or therefrom and ineffective with respect to the Collateral that which is shares of such ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or such other agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that which is not shares ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of Pledged Collateral which is ULC Shares following the occurrence and during the continuance of an Event of Default, the Obligor shall not cause or permit, or enable any ULC in which it holds ULC Shares to cause or permit, Agent or any other Lender to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in its favour in the share register of such ULC; (c) be held out as a shareholder or member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of Agent or any other Lender holding a security interest in such ULC; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such ULC.

ULC Shares. (a) Notwithstanding anything else The Debtor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Agent and the Debtor that neither the Agent nor any other Lender should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where the Debtor is the registered owner of ULC Shares which are Collateral, the parties hereto, each Pledgor is Debtor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAgent, any of the Secured Partiesother Lender, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor the Debtor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (except for any dividend or distribution comprised of Pledged Security Certificates, which shall be delivered to the Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor the Debtor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeAgent, any of the Secured Parties other Lender, or any other Person other than a Pledgorthe Debtor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Debtor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAgent, any of the Secured Parties other Lender, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Agent or any of the Secured Parties other Lender as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, the Debtor shall not cause or permit, or enable a Pledged Issuer that is not shares a ULC to cause or permit, the Agent or any other Lender to: (a) be registered as a shareholder or member of such ULC.Pledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Agent holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares. General Security Agreement

ULC Shares. (a) Notwithstanding anything else The Debtor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of Creditor and the Debtor that the Creditor should not under any circumstances prior to realization be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where the Debtor is the registered and beneficial owner of ULC Shares which are Collateral, the parties hereto, each Pledgor is Debtor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Creditor or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor the Debtor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (except for any dividend or distribution comprised of Pledged Security Certificates, which shall be delivered to the Creditor to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor the Debtor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Creditor pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the Pledgee, any of the Secured Parties Creditor or any Person other than a Pledgorthe Debtor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Debtor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Creditor or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee or any of the Secured Parties Creditor as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Creditor to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, the Debtor shall not cause or permit, or enable a Pledged Issuer that is not shares a ULC to cause or permit, the Creditor to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Creditor holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares.

ULC Shares. (a) Notwithstanding anything else Each Grantor acknowledges that certain of the Collateral of such Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Administrative Agent and each Grantor that neither the Administrative Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Security Agreement, the Credit Agreement or any other document or agreement among all or some Loan Document, where a Grantor is the registered owner of the parties heretoULC Shares which are Collateral of such Grantor, each Pledgor is such Grantor shall remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeAdministrative Agent, any of the other Secured PartiesParty, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in with respect of to such ULC Shares (except for any dividend or distribution comprised of Pledged Collateral of such Grantor that are Collateral is a Certificate Security, which shall be delivered to the Administrative Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Grantor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Administrative Agent pursuant hereto. Nothing in this Security Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Security Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeAdministrative Agent, any of the other Secured Parties Party, or any other Person other than a Pledgorthe applicable Grantor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeAdministrative Agent, any of the other Secured Parties Party, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Administrative Agent or any of the other Secured Parties Party as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC any Grantor without otherwise invalidating or rendering unenforceable this Security Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of the Administrative Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Security Agreement, each Grantor shall not cause or permit, or enable a Pledged Issuer that is not shares a ULC to cause or permit, the Administrative Agent or any other Secured Party to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; or (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Administrative Agent holding the security interests over the ULC Shares.

ULC Shares. (a) Notwithstanding The Pledgor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Secured Party and the Pledgor, notwithstanding anything else in this Agreement to the contrary, that neither the Secured Party nor any of the Lenders should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Loan Agreement or any other document or agreement among all or some of Loan Document, where the parties hereto, each Pledgor is the registered owner of ULC Shares which are Pledged Collateral, the Pledgor will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the PledgeeSecured Party, any of the Secured PartiesLender, or any nominee of the foregoing or any other Person on the books and records of such the applicable ULC. Accordingly, such the Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (except for any dividend or distribution comprised of Pledged Shares, which shall be delivered to the Secured Party to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such the Pledgor would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Party pursuant hereto. Nothing in this Agreement, the Loan Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement, the Loan Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeSecured Party, any of the Secured Parties Lender, or any other Person other than a the Pledgor, a member or shareholder of any a ULC for the purposes of Companies Act any ULC Laws (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such the Pledgor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the PledgeeSecured Party, any of the Secured Parties Lender, or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Secured Party or any of the Secured Parties Lender as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral which is not ULC Shares. Except upon the exercise of rights of the Secured Party to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, no Pledgor shall cause or permit, or enable a STA Issuer with respect to any Pledged Shares (a “Pledged Issuer”), that is not shares a ULC, to cause or permit, the Secured Party or any Lender to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Secured Party holding the security interest in the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares. In furtherance of the foregoing, the Pledgor shall not cause or permit, or enable a Pledged Issuer to authorize by corporate resolution or consent, as applicable, the transfer(s) of any such Pledged Shares to the Secured Party or any Lender without the Secured Party’s express request to do so.

ULC Shares. (a) Notwithstanding anything else any provisions to the contrary contained in this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor where a Grantor is the sole registered and beneficial owner of all its Collateral that is ULC Shares and which are Pledged Stock, such Grantor will remain so the registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the PledgeeCDN Administrative Agent, the Administrative Agent, any of the Secured Parties, or any nominee of the foregoing CDN Lender or any other Person on the books and records of such ULC. Accordingly, such Pledgor Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the ULC to the same extent as such Pledgor the Grantor would if such ULC Shares were not pledged to the Pledgee CDN Administrative Agent (for its own benefit and for the benefit of the Secured Parties Administrative Agent and the CDN Lenders) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the PledgeeCDN Administrative Agent, the Administrative Agent, any of the Secured Parties CDN Lenders or any Person other than a Pledgorthe Grantor, a member of any a ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor the Grantor and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties CDN Administrative Agent or any nominee of the foregoingsuch other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee CDN Administrative Agent, the Administrative Agent or any of the Secured Parties CDN Lenders as a member of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to Collateral that is shares of such ULC Shares which are Pledged Stock without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is Pledged Stock which are not shares of such ULCULC Shares.

ULC Shares. (a) Notwithstanding the grant of security interest made by the Grantors in favour of the Collateral Agent, for the benefit of the Secured Parties, of all of its Pledged Stock or anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Pledgor is any Grantor that owns or controls any ULC Shares pledged hereunder shall remain registered as the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so as registered and beneficial owner until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, or any nominee of the foregoing Collateral Agent or any other Person person on the books and records of the ULC which is the issuer of such ULCULC Shares. Accordingly, Accordingly such Pledgor Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares that are (except insofar as the Grantor has granted a security interest therein and is required to deliver such Pledged Collateral in accordance herewith) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the ULC thereof to the same extent as such Pledgor the Grantor would if such ULC Shares were not pledged to the Pledgee Collateral Agent (for its own benefit and for the benefit of the Secured Parties Canadian Facility Lenders, or otherwise) pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement to or shall constitute the Collateral Agent or any other document or agreement among all or some of the parties hereto shallperson as a shareholder, constitute the Pledgee, any of the Secured Parties or any Person other than a PledgorGrantor, as a shareholder or member of any ULC for the purposes of Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation ULC Law until such time as notice is given to such Pledgor the ULC of the ULC Shares pledged and further steps are taken hereunder or thereunder so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee of the foregoing, as specified in such notice, other person as the holder of shares the ULC Interests of such ULC. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent or its nominee any of the Secured Parties other person as a shareholder or member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares the ULC Shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Stock which are not ULC Shares. Except upon the exercise of rights to sell or otherwise dispose of ULC Shares following the occurrence and during the continuance of an Event of Default hereunder, no Grantor shall cause or permit, or enable any ULC in which it holds ULC Shares to cause or permit, the Collateral that is not shares Agent or its nominee, or any other Canadian Facility Lender to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in its favour in the share register of such ULC; (c) be held out as a shareholder or member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Collateral Agent or other person holding a security interest in such ULC Shares; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member of such ULC including the right to attend a meeting of, or to vote the shares of, such ULC.

ULC Shares. Borrower acknowledges that certain of the Collateral may now or in the future consist of shares of an unlimited liability corporation (athe “ULC Shares”), and that it is the intention of Collateral Agent, the Lenders and Borrower that neither Collateral Agent nor any Lender nor any beneficiary, successor in interest, agent or any other Affiliate of Collateral Agent or any Lender should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of an unlimited liability corporation (as organized under the laws of any Province or Territory in Canada, each a “ULC”) Notwithstanding anything else for the purposes of any legislation governing such ULC. Therefore, notwithstanding any provisions to the contrary contained in this Agreement or any other document or agreement among all or some Loan Document, where Borrower is the registered owner of the parties heretoULC Shares which are Collateral, each Pledgor is Borrower will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, Collateral Agent or any nominee Lender or any beneficiary, successor in interest, agent or any other Affiliate of the foregoing Collateral Agent or any Lender, or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor Borrower shall be entitled to receive and retain for its own account any cash dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (except for any stock dividend or distribution which shall be subject to the security interest created hereunder and to this Section 4.4) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Borrower would if such ULC Shares were not pledged to the Pledgee Collateral Agent, for the ratable benefit of the Secured Parties Lenders, pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the PledgeeCollateral Agent, any of the Secured Parties Lender or any beneficiary, successor in interest, agent or any other Affiliate of Collateral Agent or any Lender, or any other Person other than a PledgorBorrower, a member or shareholder of any a ULC for the purposes of Companies Act any legislation governing such ULC (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Borrower and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Collateral Agent or any nominee Lender or any beneficiary, successor in interest, agent or any other Affiliate of the foregoingCollateral Agent or any Lender, or such other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Collateral Agent, any Lender, or any beneficiary, successor in interest, agent or any other Affiliate of the Secured Parties Collateral Agent or any Lender as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that which is not shares ULC Shares. Except upon the exercise of rights of Collateral Agent or any Lender to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, Borrower shall not cause or permit Collateral Agent, any Lender or any beneficiary, successor in interest, agent or any other Affiliate of Collateral Agent or any Lender to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in their favour in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason solely of Collateral Agent or any Lender holding a security interest over the ULC Shares; or (e) act as a shareholder of such ULC, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such ULC or to vote Borrower’s ULC Shares.

ULC Shares. Borrower acknowledges that certain of the Collateral may now or in the future consist of shares of an unlimited liability company (athe “ULC Shares”), and that it is the intention of Bank and Borrower that neither Bank nor any beneficiary, successor in interest, agent or any other Affiliate of Bank should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of an unlimited liability company (as organized under the laws of any Province or Territory in Canada, each a “ULC”) Notwithstanding anything else for the purposes of any legislation governing such ULC. Therefore, notwithstanding any provisions to the contrary contained in this Agreement or any other document or agreement among all or some Loan Document, where Borrower is the registered owner of the parties heretoULC Shares which are Collateral, each Pledgor is Borrower will remain the sole registered and beneficial owner of all its Collateral that is such ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Pledgee, any of the Secured Parties, Bank or any nominee beneficiary, successor in interest, agent or any other Affiliate of the foregoing Bank, or any other Person on the books and records of such the applicable ULC. Accordingly, such Pledgor Borrower shall be entitled to receive and retain for its own account any cash dividend on or other distribution, if any, in respect of such ULC Shares that are Collateral (except for any stock dividend or distribution which shall be subject to the security interest created hereunder and to this Section 4.4) and shall have the right to vote such ULC Shares and to control the direction, management and policies of any the applicable ULC to the same extent as such Pledgor Borrower would if such ULC Shares were not pledged to the Pledgee for the benefit of the Secured Parties Bank pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto Loan Document is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto Loan Document shall, constitute the Pledgee, any of the Secured Parties Bank or any beneficiary, successor in interest, agent or any other Affiliate of Bank, or any other Person other than a PledgorBorrower, a member or shareholder of any a ULC for the purposes of Companies Act any legislation governing such ULC (Nova Scotiawhether listed or unlisted, registered or beneficial), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to such Pledgor Borrower and further steps are taken hereunder pursuant hereto or thereunder thereto so as to register the Pledgee, any of the Secured Parties Bank or any nominee beneficiary, successor in interest, agent or any other Affiliate of the foregoingBank, or such other Person, as specified in such notice, as the holder of shares of such ULCthe ULC Shares. To the extent any provision hereof would have the effect of constituting the Pledgee Bank, or any beneficiary, successor in interest, agent or any other Affiliate of the Secured Parties Bank as a member or a shareholder, as applicable, of a any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that which is not shares ULC Shares. Except upon the exercise of rights of Bank to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, Borrower shall not cause Bank or any beneficiary, successor in interest, agent or any other Affiliate of Bank to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in their favor in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason solely of Bank holding a security interest over the ULC Shares; or (e) act as a shareholder of such ULC, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such ULC or to vote Borrower’s ULC Shares.