DOES NOT EXCEED US$1,000,000 AT ANY TIME), CAUSE THE DEPOSITORY
BANK TO EXECUTE AND DELIVER TO THE CANADIAN AGENT A DEPOSIT ACCOUNT CONTROL
AGREEMENT WITH RESPECT TO THE DEPOSIT ACCOUNT. EACH GRANTOR ACKNOWLEDGES AND
AGREES THAT (I) THE FUNDS ON DEPOSIT IN EACH DEPOSIT ACCOUNT OF SUCH GRANTOR
SHALL CONTINUE TO BE COLLATERAL SECURITY FOR THE CANADIAN OBLIGATIONS SECURED
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THEREBY, (II) UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF A CASH DOMINION
PERIOD, AT THE CANADIAN AGENT'S ELECTION, THE FUNDS ON DEPOSIT IN EACH SUCH
DEPOSIT ACCOUNT MAY BE APPLIED AS PROVIDED IN SECTION 2.11(F) OF THE CREDIT
AGREEMENT AND (III) UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT, AT THE CANADIAN AGENT'S ELECTION, THE FUNDS ON DEPOSIT IN EACH SUCH
DEPOSIT ACCOUNT MAY BE APPLIED AS PROVIDED IN SECTION 4.02.
(B)
PAYMENT COLLECTION. EACH GRANTOR AGREES PROMPTLY TO DEPOSIT ALL PAYMENTS
RECEIVED BY IT ON ACCOUNT OF ACCOUNTS AND INVENTORY, WHETHER IN THE FORM OF
CASH, CHEQUES, NOTES, DRAFTS, BILLS OF EXCHANGE, MONEY ORDERS OR OTHERWISE, IN
PRECISELY THE FORM IN WHICH THEY ARE RECEIVED (BUT WITH ANY ENDORSEMENTS OF SUCH
GRANTOR NECESSARY FOR DEPOSIT OR COLLECTION), INTO A DEPOSIT ACCOUNT WITH
RESPECT TO WHICH THE DEPOSITARY BANK SHALL HAVE ENTERED INTO A DEPOSIT ACCOUNT
CONTROL AGREEMENT WITH THE CANADIAN AGENT, AND UNTIL THEY ARE SO DEPOSITED TO
HOLD SUCH PAYMENTS IN TRUST FOR AND AS THE PROPERTY OF THE CANADIAN AGENT.
ARTICLE IV
REMEDIES
SECTION 4.01.
REMEDIES UPON DEFAULT.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR AGREES TO DELIVER EACH ITEM OF
COLLATERAL TO THE CANADIAN AGENT ON DEMAND, AND IT IS AGREED THAT THE CANADIAN
AGENT SHALL HAVE THE RIGHT, WITH OR WITHOUT LEGAL PROCESS AND WITH OR WITHOUT
PRIOR NOTICE OR DEMAND FOR PERFORMANCE, TO TAKE POSSESSION OF THE COLLATERAL AND
WITHOUT LIABILITY FOR TRESPASS TO ENTER ANY PREMISES WHERE THE COLLATERAL MAY BE
LOCATED FOR THE PURPOSE OF TAKING POSSESSION OF OR REMOVING THE COLLATERAL AND,
GENERALLY, TO EXERCISE ANY AND ALL RIGHTS AFFORDED TO A SECURED PARTY UNDER THE
PPSA OR OTHER APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
EACH GRANTOR AGREES THAT THE CANADIAN AGENT SHALL HAVE THE RIGHT, SUBJECT TO THE
MANDATORY REQUIREMENTS OF APPLICABLE LAW, TO SELL OR OTHERWISE DISPOSE OF ALL OR
ANY PART OF THE COLLATERAL AT A PUBLIC OR PRIVATE SALE OR AT ANY BROKER'S BOARD
OR ON ANY SECURITIES EXCHANGE, FOR CASH, UPON CREDIT OR FOR FUTURE DELIVERY AS
THE CANADIAN AGENT SHALL DEEM APPROPRIATE. THE CANADIAN AGENT SHALL BE
AUTHORIZED AT ANY SUCH SALE OF SECURITIES (IF IT DEEMS IT ADVISABLE TO DO SO) TO
RESTRICT THE PROSPECTIVE BIDDERS OR PURCHASERS TO PERSONS WHO WILL REPRESENT AND
AGREE THAT THEY ARE PURCHASING THE COLLATERAL FOR THEIR OWN ACCOUNT FOR
INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR SALE THEREOF, AND UPON
CONSUMMATION OF ANY SUCH SALE THE CANADIAN AGENT SHALL HAVE THE RIGHT TO ASSIGN,
TRANSFER AND DELIVER TO