OPERATING ACCOUNTS IN SUCH AMOUNTS AS MAY BE REQUIRED IN
THE ORDINARY COURSE OF BUSINESS (INCLUDING, WITHOUT LIMITATION, TO PAY OR PREPAY
DEBT OUTSTANDING UNDER THE LOAN DOCUMENTS).
SO LONG AS NO DEFAULT UNDER
SECTION 7.01(A) OR (F) OF THE CREDIT AGREEMENT OR NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, THE ADMINISTRATIVE AGENT WILL DIRECT THE APPLICABLE
COLLATERAL BANK (AS HEREINAFTER DEFINED) TO TRANSFER AMOUNTS ON DEPOSIT IN THE
CASH CONCENTRATION ACCOUNT MAINTAINED WITH SUCH COLLATERAL BANK TO THE
RESPECTIVE OPERATING ACCOUNTS TO THE EXTENT NECESSARY TO PAY ALL CHECKS DRAWN
ON, AND ALL AMOUNTS OTHERWISE WITHDRAWN FROM, SUCH OPERATING ACCOUNTS;
(G)
EACH GRANTOR AGREES THAT IT WILL NOT ADD ANY ACCOUNT AS AN
UNBLOCKED ACCOUNT AND WILL NOT TERMINATE ANY ACCOUNT AS AN UNBLOCKED ACCOUNT,
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AT LEAST 10 DAYS' PRIOR
WRITTEN NOTICE OF SUCH ADDITION OR TERMINATION; AND
(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WITH
RESPECT TO THE LOCK-BOX ACCOUNT OF THE U.S. BORROWER MAINTAINED IN LONDON,
ONTARIO, CANADA, THE TRANSFERS REQUIRED PURSUANT TO SECTION 4.2(C) SHALL BE TO
THE CASH CONCENTRATION ACCOUNT MAINTAINED BY THE CANADIAN BORROWER UNDER THE
CANADIAN SECURITY AGREEMENT RATHER THAN TO ANY CASH CONCENTRATION ACCOUNT.
(I)
THE ADMINISTRATIVE AGENT HEREBY AGREES WITH THE GRANTORS THAT,
UNLESS A DEFAULT UNDER SECTION 7.01(A) OR (F) OF THE CREDIT AGREEMENT HAS
OCCURRED AND IS CONTINUING, OR AN EVENT OF DEFAULT HAS OCCURRED, THE
ADMINISTRATIVE AGENT SHALL NOT ISSUE INSTRUCTIONS UNDER THE PLEDGED ACCOUNT
LETTERS.
4.3
Cash Concentration Accounts.
(A)
SO LONG AS ANY OF THE ADVANCES SHALL REMAIN UNPAID, ANY LETTER OF
CREDIT SHALL BE OUTSTANDING, ANY BANK HEDGE AGREEMENT SHALL BE IN EFFECT OR ANY
OF THE LENDER PARTIES SHALL HAVE ANY COMMITMENT UNDER THE CREDIT AGREEMENT:
(I)
THE U.S. BORROWER WILL MAINTAIN ITS CASH CONCENTRATION ACCOUNTS
WITH ANY COMMERCIAL BANK REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT
(EACH, A "COLLATERAL BANK") IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND
ANY EXISTING CASH CONCENTRATION ACCOUNT LETTERS ENTERED INTO PURSUANT TO THE
EXISTING U.S. SECURITY AGREEMENT AND, WITHIN 90 DAYS AFTER THE CLOSING DATE,
SUCH OTHER LETTER AGREEMENTS (SUCH LETTER AGREEMENTS, TOGETHER WITH ANY CASH
CONCENTRATION ACCOUNT LETTERS ENTERED INTO PURSUANT TO THE EXISTING U.S.
SECURITY AGREEMENT, THE "CASH CONCENTRATION ACCOUNT LETTERS"), AMONG THE U.S.
BORROWER, THE RELEVANT COLLATERAL BANK AND THE ADMINISTRATIVE AGENT, WHICH
LETTER AGREEMENTS ARE TO BE IN SUBSTANTIALLY THE FORM OF EXHIBIT C HERETO OR
OTHERWISE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
UPON THE OCCURRENCE AND CONTINUANCE OF A DEFAULT UNDER SECTION 7.01(A)
OR (F) OR THE OCCURRENCE OF AN EVENT OF DEFAULT, THE ADMINISTRATIVE AGENT SHALL
HAVE SOLE AND EXCLUSIVE DOMINION AND CONTROL OF THE CASH CONCENTRATION ACCOUNTS
SUBJECT TO THE TERMS OF THIS AGREEMENT AND OF THE CASH CONCENTRATION ACCOUNT
LETTERS;
(II)
IT SHALL BE A TERM AND CONDITION OF EACH CASH CONCENTRATION
ACCOUNT THAT NO AMOUNT (INCLUDING, WITHOUT LIMITATION, INTEREST ON CASH
CONCENTRATION COLLATERAL INVESTMENTS RELATED THERETO) SHALL BE PAID OR RELEASED