HELD IN TRUST FOR THE BENEFIT OF THE AGENT, SHALL BE
SEGREGATED FROM OTHER PROPERTY OR FUNDS OF SUCH GRANTOR AND SHALL BE FORTHWITH
DELIVERED TO THE AGENT UPON DEMAND IN THE SAME FORM AS SO RECEIVED (ENDORSED IN
A MANNER REASONABLY SATISFACTORY TO THE AGENT).
ANY AND ALL MONEY AND OTHER
PROPERTY PAID OVER TO OR RECEIVED BY THE AGENT PURSUANT TO THE PROVISIONS OF
THIS PARAGRAPH (B) SHALL BE RETAINED BY THE AGENT IN AN ACCOUNT TO BE
ESTABLISHED BY THE AGENT UPON RECEIPT OF SUCH MONEY OR OTHER PROPERTY AND SHALL
BE APPLIED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02.
AFTER ALL EVENTS
OF DEFAULT HAVE BEEN CURED AND THE BORROWER HAS DELIVERED TO THE AGENT A
CERTIFICATE TO THAT EFFECT OR WAIVED IN WRITING, THE AGENT SHALL WITHIN FIVE
BUSINESS DAYS REPAY TO EACH GRANTOR (WITHOUT INTEREST) ALL DIVIDENDS, INTEREST,
PRINCIPAL OR OTHER DISTRIBUTIONS THAT SUCH GRANTOR WOULD OTHERWISE BE PERMITTED
TO RETAIN PURSUANT TO THE TERMS OF PARAGRAPH (A)(III) OF THIS SECTION 3.06 AND
THAT REMAIN IN SUCH ACCOUNT.
(C)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, AFTER THE AGENT SHALL HAVE NOTIFIED THE GRANTORS OF THE SUSPENSION OF
THEIR RIGHTS UNDER PARAGRAPH (A)(I) OF THIS SECTION 3.06, THEN ALL RIGHTS OF ANY
GRANTOR TO EXERCISE THE VOTING AND CONSENSUAL RIGHTS AND POWERS IT IS ENTITLED
TO EXERCISE PURSUANT TO PARAGRAPH (A)(I) OF THIS SECTION 3.06, AND THE
OBLIGATIONS OF THE AGENT UNDER PARAGRAPH (A)(II) OF THIS SECTION 3.06, SHALL
CEASE, AND ALL SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN THE 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 LENDERS, THE AGENT SHALL HAVE THE RIGHT FROM TIME TO TIME FOLLOWING
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT TO PERMIT THE GRANTORS TO
EXERCISE SUCH RIGHTS.
(D)
ANY NOTICE GIVEN BY THE AGENT TO THE GRANTORS SUSPENDING THEIR
RIGHTS UNDER PARAGRAPH (A) OF THIS SECTION 3.06 (I) MAY BE GIVEN BY TELEPHONE IF
PROMPTLY CONFIRMED IN WRITING, (II) MAY BE GIVEN TO ONE OR MORE OF THE GRANTORS
AT THE SAME OR DIFFERENT TIMES AND (III) MAY SUSPEND THE RIGHTS OF THE GRANTORS
UNDER PARAGRAPH (A)(I) OR PARAGRAPH (A)(III) IN PART WITHOUT SUSPENDING ALL SUCH
RIGHTS (AS SPECIFIED BY THE AGENT IN ITS SOLE AND ABSOLUTE DISCRETION) AND
WITHOUT WAIVING OR OTHERWISE AFFECTING THE AGENT'S RIGHTS TO GIVE ADDITIONAL
NOTICES FROM TIME TO TIME SUSPENDING OTHER RIGHTS SO LONG AS AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING.
(E)
AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED, EACH
GRANTOR SHALL HAVE THE RIGHT TO EXERCISE THE VOTING AND/OR CONSENSUAL RIGHTS AND
POWERS THAT SUCH GRANTOR WOULD OTHERWISE BE ENTITLED TO EXERCISE PURSUANT TO THE
TERMS OF PARAGRAPH (A)(I) ABOVE.
10
ARTICLE IV
SECURITY INTERESTS IN PERSONAL PROPERTY
SECTION 4.01.
Security Interest.
(a)
As security for the payment or
performance, as the case may