CANADIAN SECURITY AGREEMENT

CANADIAN SECURITY AGREEMENT, dated as of June 9, 2008, made by CWD WINDOWS AND DOORS, INC., a Canada corporation (the “ Canadian  Borrower ”) to GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent (in such capacity, together with any successor collateral agent, the “ Collateral Agent ”) for the Secured Parties.

(1)           The Specified U.S. Borrower and the other Loan Parties party thereto have entered into a Credit Agreement dated of even date herewith (said Agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the “ Credit Agreement ”) with the Lenders, the L/C Issuers and the agents party thereto.

(2)           Pursuant to the Credit Agreement, the Canadian Borrower is entering into this Agreement in order to grant to the Collateral Agent for the ratable benefit of the Secured Parties a security interest in the Collateral (as hereinafter defined) to secure the Obligations.

(3)           It is a condition precedent to the making of Loans and the issuance of Letters of Credit by the Lenders under the Credit Agreement, the entry into Secured Hedge Agreements by the Hedge Banks and the entry into Secured Cash Management Agreements by the Cash Management Banks from time to time that the Canadian Borrower shall have granted the assignment and security interest and made the pledge and assignment contemplated by this Agreement.

(4)           The Canadian Borrower will derive substantial direct and indirect benefit from the transactions contemplated by the Loan Documents.

(5)           Terms defined in the Credit Agreement or the Intercreditor Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement or the Intercreditor Agreement, as applicable.  Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in the PPSA and/or STA (each as defined below) or any regulation issued pursuant thereto and grammatical variations thereof are used in this Agreement as such terms are defined in the PPSA and/or STA (each as defined below) or any regulation issued pursuant thereto.  Additionally, the following terms shall have the following meanings:

“ Accounts ” means all accounts, and (where the context so admits) any item or part thereof, including rights to receive royalties or license fees, which are now owned by or are due, owing or accruing due to the Canadian Borrower or which may hereafter be owned by or become due, owing or accruing due to the Canadian Borrower or in which the Canadian Borrower now or hereafter has any other rights, including all debts, claims and demands of any kind whatever, claims against the Crown and claims under insurance policies.

“ Chattel Paper ” means all chattel paper in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof.

“ Control ” means (i) in the case of each Deposit Account, if the deposit taking institution at which such Deposit Account is maintained will transfer any amounts on deposit in the Deposit Account as directed by the Collateral Agent without further consent by the Canadian Borrower, (ii) in the case of any security entitlement, “control”, as such term is defined in the STA and (iii) in the case of any Futures Contract, “control”, as such term is defined in Subsection 1(1.1)(d) and (e) of the PPSA.

“ Control Agreements ” shall mean, collectively, the Deposit Account Control Agreements, the Securities Account Control Agreements and the Futures Account Control Agreements.

“ Deposit Account ” means an account maintained with a bank, foreign bank, trust company, credit union or other deposit-taking institution in which the Canadian Borrower now or hereafter has rights.

“ Deposit Account Control Agreement ” shall mean an agreement  in form reasonably satisfactory to the Collateral Agent sufficient to grant the Collateral Agent Control over a specified Deposit Account.

“ Documents of Title ” means all documents of title, whether negotiable or non-negotiable, including all warehouse receipts and bills of lading, in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof.

“ Equipment ” means all goods in which the Canadian Borrower now or hereafter has rights, other than Inventory or consumer goods, and (as the context so admits) any item or part thereof.

“ Excluded Accounts ” shall mean each of the following, but in each case only to the extent that Control of the same has not been provided to or for the benefit of any other creditor or as security for any other obligations:

                (i)all Deposit Accounts maintained by the Canadian Borrower solely for the purpose of making current payments of payroll obligations in the ordinary course of business;

                (ii)for a period of not more than 30 days (or such longer period as may be approved by the Collateral Agent in its sole discretion) following any Permitted Acquisition of a new Subsidiary, the Deposit Accounts, Securities Accounts and Futures Accounts of such new Subsidiary; and

                (iii)any Deposit Accounts, Securities Accounts and Futures Accounts as to which (A) during the first 90 days following the Closing Date, the aggregate book balances thereof, taken as a whole, do not exceed $5,000,000, and (B) thereafter, the aggregate collected balances thereof, taken as a whole, do not exceed $5,000,000 (or such greater amount as may be agreed from time to time by the Collateral Agent in its discretion).

“ Excluded Assets ” shall mean (i) Excluded Equity and (ii) Special Property other than the following:

(a)           the right to receive any payment of money (including Accounts and Intangibles) or any other rights referred to in Section 4 of the PPSA to the extent that such section of the PPSA is effective to limit the prohibitions which make such property “Special Property”;

(b)           any proceeds, substitutions or replacements of any Special Property (unless such Proceeds, substitutions or replacements would constitute Special Property).

“ Excluded Equity ” shall mean each of the following, but in each case only to the extent that the same has not been pledged to or for the benefit of any other creditor or as security for any other obligations:

(i)                      Equity Interests in Foreign Subsidiaries that are not Material Foreign Subsidiaries; and

(ii)                      any Equity Interests of any Subsidiary with respect to which the Agents and the Canadian Borrower agree that the costs of providing a pledge of such Equity Interests hereunder is excessive in view of the benefits to be provided by such pledge.

“ Financial Assets ” means financial assets in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof.

“ Fixtures ” means fixtures in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof.

“ Futures Account ” means a futures account in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof.

“ Futures Account Control Agreement ” shall mean an agreement in form reasonably satisfactory to the Collateral Agent sufficient to grant the Collateral Agent Control over a specified Futures Account.

“ Futures Intermediary ” is used with the defined meaning assigned to “futures intermediary” in the PPSA.

“ Goods ” means goods in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof.

“ Instruments ” means all letters of credit, advices of credit and all other instruments in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof.

“ Intangibles ” means all intangibles, all permits, licences and authorizations of whatever kind in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof, including all of the Canadian Borrower’s choices in action, contractual rights, goodwill and Intellectual Property.

“ Inventory ” means all inventory of whatever kind in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof, including all goods, wares, merchandise, materials, supplies, raw materials, goods in process, finished goods and other tangible personal property, including all goods, wares, materials and merchandise used or procured for packing or storing thereof, now or hereafter held for sale, lease, resale or exchange or that are to be furnished or have been furnished under a contract of service or that are used or consumed in the business of the Canadian Borrower.

“ Investment Property ” means investment property in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof.

“ letter of credit ” means any credit (as defined in  Uniform Customs and Practice for Documentary Credits, ICC Publications 600) or standby (as defined in the International Standby Practices - ISP98, ICC Publication No. 590).

“ Letter of Credit Rights ” means all rights in which the Canadian Borrower now or hereafter has in any letter of credit.

“ Money ” means all money in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof.

“ Noteholder Security Agreement ” shall mean have the meaning specified in the Intercreditor Agreement.

“PPSA ” means the Personal Property Security Act (Alberta).

“ Receiver ” means any receiver for the Collateral or any of the business, undertakings, property and assets of the Canadian Borrower appointed by the Collateral Agent pursuant to this Agreement or by a court on application by the Collateral Agent.

“ Release Date ” shall have the meaning specified in Section 20.

“ Securities ” means all shares, stock, warrants, bonds, debentures, debenture stock, bills, notes and other securities in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof.

“ Securities Account Control Agreement ” shall mean an agreement in form reasonably satisfactory to the Collateral Agent sufficient to grant the Collateral Agent Control with respect to a specified Securities Account.

“ Securities Act ” means the Securities Act (Alberta).

“ Security Entitlement ” means all security entitlements in which the Canadian Borrower now or hereafter has rights, and (as the context so admits), any item or part thereof.

“ Special Property ” shall mean:

(a) any contract, Intangible, permit, lease or license held by the Canadian Borrower that validly prohibits the creation by the Canadian Borrower of a security interest therein;

(b) any contract, Intangible, permit, lease or license held by the Canadian Borrower to the extent that any Law applicable thereto prohibits the creation of a security interest therein;

(c) any contract, Intangible, permit, lease or license held by the Canadian Borrower to the extent that the creation by the Canadian Borrower of a security interest therein is permitted only with the consent of another party, if the requirement to obtain such consent is legally enforceable and such consent has not been obtained;

(d) Equipment owned by the Canadian Borrower on the date hereof or hereafter acquired that is subject to a purchase money lien or capital lease permitted to be incurred or outstanding pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money lien or capital lease) validly prohibits the

creation of any other Lien on such Equipment or requires consent of another party (which requirement is legally enforceable) to create such other Lien, which consent can not be obtained;

(e) any property owned on the date hereof or acquired after the date hereof by the Canadian Borrower that is subject to a Lien permitted by either Section 7.01(c) or (g) of the Credit Agreement if the contract or agreement pursuant to which such Lien is granted validly prohibits the creation of any other Lien on such property or requires the consent of another party to create such Lien, if the requirement to obtain such consent is legally enforceable and such consent has not been obtained;

provided , however , that to the extent such property constitutes Special Property due to a prohibition on the creation of any other Lien in the relevant permit, lease, license, contract or other agreement or by Law, then in each case described in clauses (a), (b), (c) or (d) of this definition, such property shall constitute “Special Property” only to the extent and for so long as such permit, lease, license, contract or other agreement or by Law applicable thereto validly prohibits the creation of a Lien on such property in favour of the Collateral Agent and, upon the termination of such prohibition (howsoever occurring), such property shall cease to constitute “Special Property.” In addition, to the extent such property constitutes “Special Property” due to failure of the Canadian Borrower to obtain consent as described in clauses (c) and (d), the Canadian Borrower shall use its commercially reasonable efforts to obtain such consent, and, upon obtaining such consent, such property shall cease to constitute “Special Property.”

“ STA ” means the Securities Transfer Act (Alberta).

“ Trustee ” shall mean the Noteholder Collateral Agent as defined in the Intercreditor Agreement.

“ Unlimited Company ” means any unlimited company incorporated or otherwise constituted under the laws of the Province of Alberta or any similar body corporate formed under the laws of any other jurisdiction whose members may at any time become responsible for any of the obligations of that body corporate.

“ Unlimited Liability Shares ” means member or shareholder interests in an Unlimited Company in which the Canadian Borrower now or hereafter has rights, and (as the context so admits) any item or part thereof.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and issue Letters of Credit under the Credit Agreement, to induce the Hedge Banks to enter into Secured Hedge Agreements and to induce the Cash Management Banks to enter into Secured Cash Management Agreements from time to time, the Canadian Borrower hereby agrees with the Collateral Agent for the ratable benefit of the Secured Parties as follows:

Section 1.                       Grant of Security .  The Canadian Borrower hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Borrower’s present and after-acquired personal property, including without limitation, each type of property described below and all of the Canadian Borrower’s right, title and interest therein and thereto, whether now owned or hereafter acquired by the Canadian Borrower, wherever located, and whether now or hereafter existing or arising (collectively, the “ Collateral ”):

(a)           all Accounts;

(b)           all Chattel Paper;

(c)           all Deposit Accounts;

(d)           all Documents of Title;

(e)           all Equipment;

(f)           all Fixtures;

(g)           all Futures Accounts;

(h)           all Goods;

(i)           all Instruments;

(j)           all Inventory;

(k)           all Letter of Credit Rights (together with all Accounts, Chattel Paper, Instruments, Deposit Accounts, Intangibles  and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, the “ Receivables ”; and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the Receivables, being the “ Related Contracts ”);

(l)           all Money;

(m)           the following (the “ Security Collateral ”):

                (i)all indebtedness from time to time owed to the Canadian Borrower, including without limitation, all promissory notes or instruments, if any, evidencing such indebtedness, all indebtedness owed to the Canadian Borrower pursuant to the Intercompany Note and the instruments set forth on Schedule 8 to the Perfection Certificate (the “ Pledged Debt ”), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;

                (ii)all Equity Interests, other than Excluded Equity, from time to time acquired, owned or held by the Canadian Borrower in any manner, including, without limitation, the Equity Interests of the Canadian Borrower set forth opposite the Canadian Borrower’s name on and otherwise described on Schedule 7  to the Perfection Certificate, and the certificates, if any, representing such shares or units or other Equity Interests (collectively, the “ Pledged Equity ”), and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto; and

                (iii)all Investment Property and all Financial Assets (including, without limitation, all securities, security entitlements and securities accounts), the certificates or instruments, if any, representing or evidencing such Investment Property or Financial Assets and all dividends, distributions, return of capital, interest, cash, instruments and

other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto;

(n)           all contracts and agreements between the Canadian Borrower and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements), the Related Contracts and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “ Assigned Agreements ”), including, without limitation, (i) all rights of the Canadian Borrower to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of the Canadian Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of the Canadian Borrower for damages arising out of or for breach of or default under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the “ Agreement Collateral ”);

(o)           the following (collectively, the “ Intellectual Property Collateral ”):

                (i)all patents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto (“ Patents ”);

                (ii)all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in any trademark, whether registered, unregistered or applied for, to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such trademark under applicable federal law), together, in each case, with the goodwill symbolized thereby (“ Trademarks ”);

                (iii)all copyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“ Copyrights ”);

                (iv)all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing (“ Computer Software ”);

                (v)all confidential and proprietary information of the Canadian Borrower, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “ Trade Secrets ”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;

                (vi)all registrations and applications for registration for any of the foregoing, including, without limitation, those registrations and applications for registration set forth in Schedule 13 to the Perfection Certificate, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

                (vii)all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Canadian Borrower accruing thereunder or pertaining thereto;

                (viii)all agreements, permits, consents, orders and franchises relating to the licence, development, use or disclosure of any of the foregoing to which the Canadian Borrower, now or hereafter, is a party or a beneficiary (“ IP Agreements ”); and

                (ix)any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages (the property described in this Section 1(o) is referred to herein as the “ Intellectual Property ”);

(p)           all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of the Canadian Borrower pertaining to any of the Collateral;

(q)           and all other tangible and intangible personal property of whatever nature whether or not covered by the PPSA;

(r)           all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (q) of this Section 1) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral;

provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset.

Section 2.                       Security for Obligations .  This Agreement secures, in the case of the Canadian Borrower, the payment of all Obligations of the Canadian Borrower now or hereafter existing under the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including interest and fees that accrue after the commencement by or against the Canadian Borrower of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding), fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such obligations being the “ Secured Obligations ”).

Section 3.                       Canadian Borrower Remains Liable .  Anything herein to the contrary notwithstanding, (a) the Canadian Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the

Collateral Agent of any of the rights hereunder shall not release the Canadian Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or any other Loan Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of the Canadian Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Section 4.                       Delivery and Control of Security Collateral .  (a) (i) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing the Pledged Debt (excluding, unless an Event of Default has occurred and is continuing, Pledged Debt in an aggregate principal amount not in excess of $1,000,000), shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless the Trustee is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent.  During the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to the Canadian Borrower, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to any Securities Account.

(b)           The Canadian Borrower acknowledges and agrees that (i) to the extent each interest in any Unlimited Liability Company, limited liability company or limited partnership controlled now or in the future by the Canadian Borrower and pledged hereunder is a Security, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a Security and represented by such certificate.  The Canadian Borrower further acknowledges and agrees that with respect to any interest in any Unlimited Liability Company, limited liability company or limited partnership controlled now or in the future by the Canadian Borrower and pledged hereunder that is not a “Security” the Canadian Borrower shall at no time elect to treat any such interest as a “Security”, nor shall such interest be represented by a certificate, unless the Canadian Borrower provides prior written notification to the Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.

(c)           With respect to any Security Collateral in which the Canadian Borrower has any right, title or interest and that constitutes an uncertificated security, the Canadian Borrower will promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such Securities, without further consent of the Canadian Borrower, or (ii) arrange for the Collateral Agent to become the registered owner of the Securities.  During the continuation of an Event of Default, with respect to any Security Collateral in which the Canadian Borrower has any right, title or interest, promptly upon the request of the Collateral Agent, the Canadian Borrower will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder.

(d)           Except as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated

security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Trustee is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement and, if applicable, the Intercreditor Agreement, provided that, unless an Event of Default has occurred and is continuing, the Canadian Borrower shall not be required to deliver the same pursuant to this clause (d) to the extent that the aggregate value of the Collateral not so delivered does not exceed $1,000,000.

(e)           Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Canadian Borrower is the sole registered and beneficial owner of each Unlimited Liability Share pledged hereunder and will remain so until such time as such pledged Unlimited Liability Shares are effectively transferred into the name of the Collateral Agent or another person on the books and records of the Unlimited Company issuer thereof.  Accordingly, the Canadian Borrower shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such pledged Unlimited Liability Shares (except insofar as the Canadian Borrower has granted a security interest in such dividend or other distribution in favour of the Collateral Agent hereunder, and any Securities which constitute Collateral shall be delivered forthwith upon receipt by the Canadian Borrower to the Collateral Agent to hold as Collateral hereunder) and shall have the right to vote such Unlimited Liability Shares and to control the direction, management and policies of the issuer Unlimited Company to the same extent as the Canadian Borrower would if such Unlimited Liability Shares were not pledged to the Collateral Agent pursuant hereto.  Nothing in this Agreement shall, constitute any Secured Party or any person other than the Canadian Borrower, a member of any Unlimited Company for the purposes of its applicable governing statute until such time as notice is given to the Canadian Borrower (and not revoked) as provided herein and further steps are taken thereunder so as to register any Secured Party or such other person as holder of such pledged Unlimited Liability Shares.  Except upon the exercise of rights to sell or otherwise dispose of pledged Unlimited Liability Shares following the occurrence of an Event of Default and while it is continuing, the Canadian Borrower shall not cause, permit or enable any Unlimited Company issuer to cause, permit, or enable the Collateral Agent to:

(i)           be registered as a shareholder or member of the Unlimited Company;

(ii)           have any notation entered in its favour in the share register in respect of Unlimited Liability Shares;

(iii)           hold any Secured Party out as a shareholder or member of an Unlimited Company;

(iv)           act or purport to act as a member of an Unlimited Company, or obtain, exercise or attempt to exercise any rights of a shareholder or member, of the Unlimited Company;

(v)           be held out as shareholder or member of the Unlimited Company;

(vi)           receive, directly or indirectly, any dividends, property or other distributions from the Unlimited Company by reason of the Collateral Agent holding a security interest in the pledged Unlimited Liability Shares; or

(vii)           act as a shareholder or member of the 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, an

Unlimited Company or to be entitled to receive or receive any distribution in respect of Unlimited Liability Shares.

The foregoing limitation shall not restrict the Collateral Agent from exercising the rights which it is entitled to exercise hereunder in respect of any Collateral constituting Unlimited Liability Shares or Security Entitlements in Unlimited Liability Shares at any time that the Collateral Agent shall be entitled to enforce the Security and realize on all or any portion of the Collateral pursuant to the Security.

Section 5.                       Maintaining Deposit Accounts and Letter of Credit Rights .  Unless the Release Date shall have occurred:

(a)           The Canadian Borrower will maintain Deposit Accounts (other than Excluded Accounts) only with a bank (which may include the Collateral Agent) (a “ Pledged Account Bank ”) that has entered into a Deposit Account Control Agreement.  The Collateral Agent hereby agrees that it will not deliver a notice indicating that the Collateral Agent will take Control over a Deposit Account, Securities Account or Futures Account under any Control Agreement unless an Event of Default or Cash Dominion Event has occurred and is continuing.

(b)           The Collateral Agent may, at any time and without notice to, or consent from, the Canadian Borrower, transfer, or direct the transfer of, funds from the Pledged Deposit Accounts to satisfy the Canadian Borrower’s obligations under the Loan Documents if an Event of Default or Cash Dominion Event shall have occurred and be continuing.

(c)           Upon any termination by the Canadian Borrower of any Pledged Deposit Account, the Canadian Borrower will immediately (i) transfer all funds and property held in such terminated Pledged Deposit Account to another Pledged Deposit Account and (ii) notify all Account Debtors and any other obligors that were making payments to such Pledged Deposit Account to make all future payments to another Pledged Deposit Account, in each case so that the Collateral Agent shall have a continuously perfected security interest in such Account Collateral, funds and property.

(d)           The Canadian Borrower, by granting a security interest in its Receivables consisting of Letter of Credit Rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee (except to the extent that the Canadian Borrower is required by applicable law to apply such proceeds to a specified purpose).  If the Canadian Borrower is at any time a beneficiary under a letter of credit now or hereafter issued in favour of the Canadian Borrower, and (i) the face amount of such letter of credit is in excess of $1,000,000 individually or (ii) the face amount of such letter of credit, together with the face amount of all other letters of credit issued in favour of the Canadian Borrower in which the Collateral Agent does not have a perfected security interest exceeds $2,500,000 in the aggregate, the Canadian Borrower shall promptly notify the Collateral Agent thereof and the Canadian Borrower shall use commercially reasonable efforts to either (A) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under such letter of credit or (B) arrange for the Collateral Agent to become the transferee beneficiary of such letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under such letter of credit are to be applied as provided in the Credit Agreement.

(e)           Upon the occurrence of an Event of Default, the Canadian Borrower shall, promptly upon request by the Collateral Agent, (i) notify (and the Canadian Borrower hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit that the proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary of letter of credit.

Section 6.                       Representations and Warranties .  The Canadian Borrower represents and warrants as follows:

(a)           All Pledged Equity consisting of certificated securities and all Pledged Debt has been delivered to the Collateral Agent (or the Trustee) in accordance herewith.  If the Canadian Borrower is an issuer of Security Collateral, the Canadian Borrower confirms that it has received notice of the security interest granted hereunder.

(b)           The Canadian Borrower is the legal and beneficial owner of the Collateral granted or purported to be granted by the Canadian Borrower free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement, subject to Liens permitted under Section 7.01 of the Credit Agreement.  To the best knowledge of the Canadian Borrower, no effective financing statement or other instrument similar in effect covering all or any part of the Collateral or listing the Canadian Borrower or any trade name of the Canadian Borrower as debtor is on file in any recording office, except such as may have been filed in favour of the Collateral Agent relating to the Loan Documents or as otherwise permitted under the Credit Agreement.

(c)           All of the Equipment and Inventory of the Canadian Borrower are located at the places specified therefor in Schedule 2 to the Perfection Certificate or at another location as to which the Canadian Borrower has complied with the requirements of Sections 8 and 9(b).  The Canadian Borrower has obtained and maintains insurance with respect to its Equipment and Inventory in compliance with Section 8(d).

(d)           The Pledged Equity issued by the Canadian Borrower or any of its Subsidiaries hereunder has been duly authorized and validly issued and is fully paid and non-assessable.  The Pledged Debt issued by the Specified U.S. Borrower or any of its Subsidiaries and pledged by the Canadian Borrower hereunder has been duly authorized, authenticated or issued and delivered and  is the legal, valid and binding obligation of the issuers thereof.  The Pledged Debt  is evidenced by one or more promissory notes (which promissory notes have been delivered to the Collateral Agent (unless required to be delivered and so delivered to the Trustee pursuant to the Intercreditor Agreement) and is not in default.

(e)           As of the Closing Date, the Pledged Equity pledged by the Canadian Borrower constitutes the percentage of the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule 7 to the Perfection Certificate.  As of the Closing Date, the Canadian Borrower does not have any Investment Property or Financial Assets other than the Investment Property and Financial Assets listed on Schedules 7, 8 and 9 to the Perfection Certificate.

(f)           The Canadian Borrower has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this

Agreement, without the consent or approval of any other person, other than any consent or approval that has been obtained and is in full force and effect or the need for which has been specifically disclosed herein or in the Credit Agreement.

(g)           The Perfection Certificate has been duly prepared, completed and executed by Holdings and the Specified U.S. Borrower and the information set forth therein, including the exact legal name of the Canadian Borrower, its jurisdiction of organization, its organizational number and its location (within the meaning of section 7 of the PPSA) is true, accurate and complete as of the Closing Date and as of each subsequent delivery required pursuant to Section 6.2(g) of the Credit Agreement.

(h)           This Agreement creates in favour of the Collateral Agent for the benefit of the Secured Parties a valid security interest in the Collateral granted by the Canadian Borrower, securing the payment of the Secured Obligations; and (i) when the financing statements set forth in Schedule 5 of the Perfection Certificate are filed or recorded with the appropriate Governmental Authority referred to therein with respect to the Collateral described therein in which a security interest may be perfected by filing or recordation and (ii) upon the taking of possession or control by the Senior Representative pursuant to Article III of the Intercreditor Agreement of the Collateral described in Schedules 7, 8 and 9 of the Perfection Certificate with respect to which a security interest may be perfected only by possession or control, all filings and other actions necessary to perfect the security interest in the Collateral granted by the Canadian Borrower have been duly made or taken and are in full force and effect; and such security interest is, in the case of ABL Priority Collateral, first priority and, in the case of Term Priority Collateral, second priority.

(i)           The Canadian Borrower has not filed or consented to the filing of (i) any financing statement or analogous document under the PPSA or any other applicable laws covering any Collateral, (ii) any assignment in which the Canadian Borrower assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office or (iii) any assignment in which the Canadian Borrower assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(j)           The Inventory that has been produced or distributed by the Canadian Borrower has been produced in compliance with all requirements of applicable law.

(k)           No amount payable to the Canadian Borrower under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper in excess of $500,000 which has not been delivered to the Collateral Agent to the extent otherwise required to be delivered hereunder (other than purchase orders, supply agreements and invoices).

(l)           As to itself and its Intellectual Property Collateral:

(i)           To the Canadian Borrower’s knowledge, the operation of the Canadian Borrower’s business as currently conducted and the use of the Intellectual Property in connection therewith do not materially infringe, misappropriate or otherwise violate the intellectual property rights of any third party.

(ii)           The Canadian Borrower is the exclusive owner of all right, title and interest in and to the material Intellectual Property Collateral owned by the Canadian Borrower, and is entitled to use all material Intellectual Property Collateral subject only to the terms of the IP Agreements, in each case as used in or necessary to its operations.

(iii)           The IP Agreements, patents, trademarks, service marks, trade names and all applications for any of the foregoing included in the Intellectual Property Collateral are set forth on Schedule 13 to the Perfection Certificate and such Intellectual Property Collateral constitutes all Intellectual Property and all IP Agreements material to the operations of the Canadian Borrower.

(iv)           None of the Canadian Borrower’s Intellectual Property material to the operations of the Canadian Borrower, has been abandoned or has been adjudged invalid or unenforceable in whole or part.

(m)           The Collateral does not include consumer goods.

Section 7.                       Further Assurances .  (a)  The Canadian Borrower agrees that from time to time, at the expense of the Canadian Borrower, the Canadian Borrower will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be reasonably necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect and protect any pledge or security interest granted or purported to be granted by the Canadian Borrower hereunder or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of the Canadian Borrower.  Without limiting the generality of the foregoing, the Canadian Borrower will promptly:

(i) mark conspicuously each document included in Inventory and, at the request of the Collateral Agent if an Event of Default has occurred and is continuing, each Chattel Paper, each Related Contract and each Assigned Agreement and, at the request of the Collateral Agent, each of its records pertaining to such Collateral with a legend, in form and substance reasonably satisfactory to the Collateral Agent, indicating that such document, Chattel Paper, Related Contract, Assigned Agreement or Collateral is subject to the security interest granted hereby;

(ii) execute or authenticate and file such financing or renewal statements, or amendments thereto, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interest granted or purported to be granted by the Canadian Borrower hereunder;

(iii) execute and deliver to the Collateral Agent an executed Control Agreement with respect to each Deposit Account of the Canadian Borrower owned, maintained or established by the Canadian Borrower after the Closing Date (other than an Excluded Account), including any such Deposit Account which at any time ceases to be an Excluded Account (it being understood that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from the Canadian Borrower with respect to funds from time to time credited to any Deposit Account unless an Event of Default or Cash Dominion Event has occurred and is continuing);

(iv) if the Canadian Borrower shall, following the Closing Date, establish and maintain any Securities Account or Futures Account (other than an Excluded Account) with any Securities Intermediary or Futures Intermediary, the Canadian Borrower shall, within 30 days (or such longer period as the Collateral Agent may agree in its sole discretion) of opening such Securities Account or Futures Account, notify the Collateral Agent thereof and deliver to the Collateral Agent an executed Control Agreement with respect to such Securities Account or Futures Account, as the case may be; and

(v) deliver to the Collateral Agent evidence that all other actions that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the security interest granted or purported to be granted by the Canadian Borrower under this Agreement has been taken.

(b)           The Canadian Borrower hereby authorizes the Collateral Agent to file one or more financing or renewal statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of the Canadian Borrower, in each case without the signature of the Canadian Borrower, and regardless of whether any particular asset described in such financing statements falls within the scope of the PPSA or the granting clause of this Agreement.  A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be