LICENSE, AGREEMENT, INSTRUMENT OR OTHER DOCUMENT EVIDENCING OR GIVING RISE TO
SUCH PROPERTY OR, IN THE CASE OF ANY INVESTMENT PROPERTY, PLEDGED STOCK OR
PLEDGED NOTE, ANY APPLICABLE SHAREHOLDER OR SIMILAR AGREEMENT, EXCEPT TO THE
EXTENT THAT SUCH REQUIREMENT OF LAW OR THE TERM IN SUCH CONTRACT, LICENSE,
AGREEMENT, INSTRUMENT OR OTHER DOCUMENT OR SHAREHOLDER OR SIMILAR AGREEMENT
PROVIDING FOR SUCH PROHIBITION, BREACH, DEFAULT OR TERMINATION OR REQUIRING SUCH
CONSENT IS INEFFECTIVE UNDER APPLICABLE LAW; PROVIDED THAT, IMMEDIATELY UPON THE
INEFFECTIVENESS, LAPSE OR TERMINATION OF ANY SUCH PROVISION, THE COLLATERAL
SHALL INCLUDE, AND SUCH GRANTOR SHALL BE DEEMED TO HAVE GRANTED A SECURITY
INTEREST IN, ALL SUCH RIGHTS AND PROVISIONS AS IF SUCH PROVISION HAD NEVER BEEN
IN EFFECT, OR (B) IN ANY EQUIPMENT THAT IS SUBJECT TO A CAPITAL LEASE OR
PURCHASE MONEY FINANCING (IN EACH CASE AS PERMITTED BY THE CREDIT AGREEMENT) SO
LONG AS, AND ONLY SO LONG AS, SUCH CAPITAL LEASE OR PURCHASE MONEY FINANCING BY
ITS TERMS WOULD NOT ALLOW THE SECURITY INTEREST CREATED HEREUNDER; AND
(II)
THE PLEDGE AND ASSIGNMENT BY THE U.S. BORROWER OF AND THE GRANT
BY THE U.S. BORROWER OF A SECURITY INTEREST IN THE PLEDGED STOCK ISSUED BY THE
CANADIAN BORROWER SHALL BE LIMITED AS FOLLOWS: (A) THE PLEDGE AND ASSIGNMENT OF
AND THE GRANT OF A SECURITY INTEREST IN 66%, AND ONLY 66%, OF SUCH PLEDGED STOCK
SECURE THE PAYMENT OF THE OBLIGATIONS OF THE U.S. BORROWER NOW OR HEREAFTER
EXISTING UNDER THE LOAN DOCUMENTS OTHER THAN THE OBLIGATIONS OF THE U.S.
BORROWER UNDER THE GUARANTY AND (B) THE PLEDGE AND ASSIGNMENT OF AND THE GRANT
OF A SECURITY INTEREST IN 100% OF SUCH PLEDGED STOCK SECURE THE PAYMENT BY THE
U.S. BORROWER PURSUANT TO THE GUARANTY OF THE GUARANTEED OBLIGATIONS NOW OR
HEREAFTER EXISTING UNDER THE LOAN DOCUMENTS.
SECTION 4.
ACCOUNTS
4.1
Cash Collateral Accounts.
(A)
SO LONG AS ANY OF THE ADVANCES SHALL REMAIN UNPAID, ANY LETTER OF
CREDIT SHALL BE OUTSTANDING OR ANY OF THE LENDER PARTIES SHALL HAVE ANY
COMMITMENT UNDER THE CREDIT AGREEMENT:
(I)
EACH OF THE BORROWERS WILL MAINTAIN ITS CASH COLLATERAL ACCOUNT
WITH CITIBANK IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THOSE CERTAIN
LETTER AGREEMENTS DATED AS OF AUGUST 27, 2001, AS AMENDED (EACH, A "CASH
COLLATERAL ACCOUNT LETTER") AMONG SUCH BORROWER, CITIBANK AND THE ADMINISTRATIVE
AGENT, WHICH AGREEMENTS ARE IN SUBSTANTIALLY THE FORM OF EXHIBIT A HERETO OR
OTHERWISE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
THE ADMINISTRATIVE AGENT SHALL HAVE SOLE AND EXCLUSIVE DOMINION AND
CONTROL OF EACH CASH COLLATERAL ACCOUNT SUBJECT TO THE TERMS OF THIS AGREEMENT;
AND
(II)
IT SHALL BE A TERM AND CONDITION OF EACH CASH COLLATERAL ACCOUNT,
NOTWITHSTANDING ANY TERM OR CONDITION TO THE CONTRARY IN ANY OTHER AGREEMENT
RELATING TO SUCH CASH COLLATERAL ACCOUNT, THAT NO AMOUNT (INCLUDING, WITHOUT
LIMITATION, INTEREST ON COLLATERAL INVESTMENTS RELATED THERETO) SHALL BE PAID OR
RELEASED TO OR FOR THE ACCOUNT OF, OR WITHDRAWN BY OR FOR THE ACCOUNT OF, ANY OF
THE