BE PERMITTED TO RETAIN PURSUANT TO THE TERMS OF SUBSECTION
(C)(I)(C) AND WHICH REMAIN IN SUCH ACCOUNT.
(B)
UPON THE DIRECTION OF THE COLLATERAL AGENT, ALL RIGHTS OF EACH
U.S. GRANTOR TO EXERCISE THE VOTING AND CONSENSUAL RIGHTS AND POWERS IT IS
ENTITLED TO EXERCISE PURSUANT TO SUBSECTION (C)(I)(A), AND THE OBLIGATIONS OF
THE COLLATERAL AGENT UNDER SUBSECTION (C)(I)(B), SHALL CEASE, AND ALL SUCH
RIGHTS SHALL THEREUPON BECOME VESTED IN THE COLLATERAL AGENT, WHICH SHALL HAVE
THE SOLE AND EXCLUSIVE RIGHT AND AUTHORITY TO EXERCISE SUCH VOTING AND
CONSENSUAL RIGHTS AND POWERS, PROVIDED THAT, UNLESS OTHERWISE DIRECTED BY THE
REQUIRED INVESTORS, THE COLLATERAL AGENT SHALL HAVE THE RIGHT FROM TIME TO TIME
FOLLOWING AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT TO PERMIT SUCH U.S.
GRANTOR TO EXERCISE SUCH RIGHTS.
AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED OR
WAIVED, THE APPLICABLE U.S. GRANTOR WILL HAVE THE RIGHT TO EXERCISE THE VOTING
AND CONSENSUAL RIGHTS AND POWERS THAT IT WOULD OTHERWISE BE ENTITLED TO EXERCISE
PURSUANT TO THE TERMS OF SUBSECTION (C)(I)(A).
25
(D)
COVENANTS AND AGREEMENTS.
EACH U.S. GRANTOR HEREBY COVENANTS AND
AGREES AS FOLLOWS:
(I)
EACH U.S. GRANTOR AGREES THAT IT WILL NOT ESTABLISH OR MAINTAIN,
OR PERMIT ANY OTHER U.S. GRANTOR TO ESTABLISH OR MAINTAIN, ANY SECURITIES
ACCOUNT OR COMMODITIES ACCOUNT THAT IS NOT A CONTROL ACCOUNT.
(II)
IN THE EVENT (A) ANY U.S. GRANTOR OR ANY APPROVED SECURITIES
INTERMEDIARY SHALL, AFTER THE DATE HEREOF, TERMINATE AN AGREEMENT WITH RESPECT
TO THE MAINTENANCE OF A CONTROL ACCOUNT FOR ANY REASON, (B) THE COLLATERAL AGENT
SHALL DEMAND THE TERMINATION OF AN AGREEMENT WITH RESPECT TO THE MAINTENANCE OF
A CONTROL ACCOUNT AS A RESULT OF THE FAILURE OF AN APPROVED SECURITIES
INTERMEDIARY TO COMPLY WITH THE TERMS OF THE APPLICABLE CONTROL ACCOUNT LETTER,
OR (C) THE COLLATERAL AGENT DETERMINES IN ITS SOLE DISCRETION THAT THE FINANCIAL
CONDITION OF AN APPROVED SECURITIES INTERMEDIARY HAS MATERIALLY DETERIORATED,
SUCH U.S. GRANTOR AGREES TO PROMPTLY TRANSFER THE ASSETS HELD IN SUCH CONTROL
ACCOUNT TO ANOTHER CONTROL ACCOUNT REASONABLY ACCEPTABLE TO THE COLLATERAL
AGENT.
Section 3.5
Letter of Credit Rights
Each of the U.S. Grantors, jointly with the other U.S. Grantors and severally,
represents and warrants to the Collateral Agent and the other Secured Parties
that Schedule 3.5 sets forth, as of the Applicable Date, each letter of credit
giving rise to a Letter of Credit Right included in the Collateral owned or held
by or on behalf of such U.S. Grantor.
Section 3.6
Intellectual Property Collateral
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE GRANTORS, JOINTLY
WITH THE OTHER GRANTORS AND SEVERALLY, REPRESENTS AND WARRANTS TO THE COLLATERAL
AGENT AND THE OTHER SECURED PARTIES THAT SCHEDULE 3.6 SETS FORTH, AS OF THE
APPLICABLE DATE, ALL OF THE PATENTS, PATENT LICENSES, TRADEMARKS, TRADEMARK
LICENSES, COPYRIGHTS, COPYRIGHT LICENSES, TRADE SECRET LICENSES AND DOMAIN NAMES
INCLUDED IN THE COLLATERAL OWNED OR HELD BY OR ON BEHALF OF SUCH GRANTOR.
(B)
COVENANTS AND AGREEMENTS.
EACH GRANTOR HEREBY COVENANTS AND
AGREES AS FOLLOWS:
(I)
IT WILL