IN TRUST FOR THE BENEFIT OF THE SECURITY AGENT, SHALL
BE SEGREGATED FROM OTHER PROPERTY OR FUNDS OF SUCH GRANTOR AND, SUBJECT TO THE
RIGHTS OF THE TERM LOAN AGENT AND THE PERMITTED NOTES AGENT UNDER THE
INTERCREDITOR AGREEMENT, SHALL BE FORTHWITH DELIVERED TO THE SECURITY AGENT UPON
DEMAND IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENT).
ANY
AND ALL MONEY AND OTHER PROPERTY PAID OVER TO OR RECEIVED BY THE SECURITY AGENT
PURSUANT TO THE PROVISIONS OF THIS PARAGRAPH (B) SHALL BE RETAINED BY THE
SECURITY AGENT IN AN ACCOUNT TO BE ESTABLISHED BY THE SECURITY 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 OR
WAIVED AND HOLDINGS HAS DELIVERED TO THE SECURITY AGENT A CERTIFICATE TO THAT
EFFECT, THE SECURITY AGENT SHALL PROMPTLY 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) ABOVE AND THAT REMAIN IN SUCH ACCOUNT.
(C)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
AFTER THE SECURITY AGENT SHALL HAVE NOTIFIED THE GRANTORS IN WRITING OF THE
SUSPENSION OF THEIR RIGHTS UNDER PARAGRAPH (A)(I) ABOVE, ALL RIGHTS OF ANY
GRANTOR TO EXERCISE THE VOTING AND CONSENSUAL RIGHTS AND POWERS IT IS ENTITLED
TO EXERCISE PURSUANT TO PARAGRAPH (A)(I) ABOVE, AND THE OBLIGATIONS OF THE
SECURITY AGENT UNDER PARAGRAPH (A)(II) ABOVE, SHALL CEASE, AND ALL SUCH RIGHTS
SHALL THEREUPON BECOME, SUBJECT TO THE RIGHTS OF THE TERM LOAN AGENT AND THE
PERMITTED NOTES AGENT UNDER THE INTERCREDITOR AGREEMENT, VESTED IN THE SECURITY
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 SECURITY AGENT SHALL HAVE THE RIGHT FROM
TIME TO
14
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 SECURITY 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 SECURITY AGENT IN ITS SOLE AND ABSOLUTE DISCRETION)
AND WITHOUT WAIVING OR OTHERWISE AFFECTING THE SECURITY AGENT'S RIGHT TO GIVE
ADDITIONAL NOTICES FROM TIME TO TIME SUSPENDING OTHER RIGHTS SO LONG AS AN EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 3.07.
RESTRICTION ON TRANSFER.
IF THE CONSTATING DOCUMENTS OF ANY
ISSUER (OTHER THAN A ULC) OF ANY PLEDGED SECURITIES RESTRICT THE TRANSFER OF
SUCH PLEDGED SECURITIES, THEN THE APPLICABLE GRANTOR WILL DELIVER TO THE
SECURITY AGENT A CERTIFIED