Liens on all of the Collateral then, in either case, this
Agreement and the security interests created hereby shall terminate (provided
that all indemnities set forth herein (including, without limitation, in
Section 11 hereof) and in Section 6 of Annex N to the U.S. Security Agreement
shall survive such termination) unless, in the case of preceding clause (x), any
Event of Default under the Senior Secured Notes Indenture exists as of the date
on which the First Lien Obligations are repaid in full and terminated as
described in such clause (x), in which case the security interests created under
this Agreement in favor of the Second Lien Creditors will not be released except
to the extent the Collateral or any portion thereof was disposed of in order to
repay the First Lien Obligations (although the security interests created in
favor of the Second Lien Creditors will be released when such Event of Default
and all other Events of Default under the Senior Secured Notes Indenture cease
to exist).
(B)
IN THE EVENT THAT ANY PART OF THE COLLATERAL IS SOLD OR OTHERWISE
DISPOSED OF (BY DIVIDEND, CONTRIBUTION OR OTHERWISE) IN CONNECTION WITH A SALE
OR DISPOSITION PERMITTED BY THE SECURED DEBT AGREEMENTS (OTHER THAN A SALE OR
OTHER DISPOSITION TO ANY PLEDGOR (OTHER THAN CASH OR CASH EQUIVALENTS
DISTRIBUTED TO HOLDINGS IN ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENT) OR
ANY OF THE BORROWER'S DOMESTIC SUBSIDIARIES OR CANADIAN SUBSIDIARIES) OR IS
OTHERWISE RELEASED WITH THE CONSENT OF THE COLLATERAL AGENT OR THE REQUIRED
SECURED CREDITORS AND THE PROCEEDS OF SUCH SALE OR SALES OR FROM SUCH RELEASE
ARE APPLIED IN ACCORDANCE WITH THE PROVISIONS OF THE RESPECTIVE SECURED DEBT
AGREEMENTS, TO THE EXTENT REQUIRED TO BE SO APPLIED, THE PLEDGEE, AT THE REQUEST
AND EXPENSE OF THE RESPECTIVE PLEDGOR, WILL DULY ASSIGN, TRANSFER AND DELIVER TO
SUCH PLEDGOR (WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY) SUCH
OF THE COLLATERAL (AND RELEASES THEREFOR) AS IS THEN BEING (OR HAS BEEN) SO
SOLD, DISPOSED OF OR RELEASED AND HAS NOT THERETOFORE BEEN RELEASED PURSUANT TO
THIS AGREEMENT.
IN THE EVENT THAT ANY CAPITAL STOCK OR OTHER EQUITY INTERESTS
(OR ANY INTEREST THEREIN) HELD BY HOLDINGS IN AN UNRESTRICTED SUBSIDIARY OR ANY
OTHER FOREIGN PERSON THAT IS NOT A SUBSIDIARY OF THE BORROWER CONSTITUTING
COLLATERAL ARE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF (BY DIVIDEND,
CONTRIBUTION OR OTHERWISE), SO LONG AS (I) NO DEFAULT OR EVENT OF DEFAULT IS
CONTINUING AND (II) THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT HAVE RECEIVED
A CERTIFICATE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, SIGNED BY A RESPONSIBLE OFFICER OF HOLDINGS CERTIFYING
THAT SUCH COLLATERAL IS BEING SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY
HOLDINGS FOR A BUSINESS PURPOSE (INCLUDING, WITHOUT LIMITATION, THAT IT IS BEING
PLEDGED IN CONNECTION WITH LOCAL FINANCING, SOLD (IN WHOLE OR IN PART),
LIQUIDATED, EXCHANGED OR CONTRIBUTED TO A JOINT VENTURE), SUCH COLLATERAL WILL
BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF FREE AND CLEAR OF THE LIENS
CREATED BY