COPY OF A RESOLUTION OF THE DIRECTORS, SHAREHOLDERS,
UNITHOLDERS OR PARTNERS OF SUCH ISSUER, AS APPLICABLE, CONSENTING TO THE
TRANSFER(S) CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY PROSPECTIVE TRANSFER
OF SUCH PLEDGED SECURITIES BY THE SECURITY AGENT ON ENFORCEMENT OF ITS RIGHTS
UNDER THIS AGREEMENT.
SECTION 3.08.
ULC SHARES.
EACH GRANTOR ACKNOWLEDGES THAT CERTAIN COLLATERAL
MAY NOW OR IN THE FUTURE CONSIST OF ULC SHARES, AND THAT IT IS THE INTENTION OF
THE SECURITY AGENT AND EACH GRANTOR THAT THE SECURITY AGENT SHOULD NOT UNDER ANY
CIRCUMSTANCES PRIOR TO REALIZATION THEREON BE HELD TO BE A "MEMBER" OR A
"SHAREHOLDER", AS APPLICABLE, OF A ULC FOR THE PURPOSES OF ANY ULC LAWS.
THEREFORE, NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, WHERE A GRANTOR IS
THE REGISTERED OWNER OF ULC SHARES THAT ARE COLLATERAL, SUCH GRANTOR WILL REMAIN
THE SOLE REGISTERED OWNER OF SUCH ULC SHARES UNTIL SUCH TIME AS SUCH ULC SHARES
ARE EFFECTIVELY TRANSFERRED INTO THE NAME OF THE SECURITY AGENT OR ANY OTHER
PERSON ON THE BOOKS AND RECORDS OF THE APPLICABLE ULC.
ACCORDINGLY, SUCH
GRANTOR SHALL BE ENTITLED TO RECEIVE AND RETAIN FOR ITS OWN ACCOUNT ANY DIVIDEND
ON OR OTHER DISTRIBUTION, IF ANY, IN RESPECT OF SUCH ULC SHARES (OTHER THAN ANY
DIVIDEND OR DISTRIBUTION COMPRISED OF ADDITIONAL ULC SHARES OF SUCH ISSUER,
WHICH SHALL BE DELIVERED TO THE SECURITY AGENT TO HOLD HEREUNDER) AND SHALL HAVE
THE RIGHT TO VOTE SUCH ULC SHARES AND TO CONTROL THE DIRECTION, MANAGEMENT AND
POLICIES OF THE APPLICABLE ULC TO THE SAME EXTENT AS SUCH GRANTOR WOULD IF SUCH
ULC SHARES WERE NOT PLEDGED TO THE SECURITY AGENT HEREUNDER.
NOTHING IN THIS
AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT IS INTENDED TO, AND
NOTHING IN THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL, CONSTITUTE THE SECURITY AGENT OR ANY PERSON OTHER THAN SUCH GRANTOR AS A
MEMBER OR SHAREHOLDER OF A ULC FOR THE PURPOSES OF ANY ULC LAWS (WHETHER LISTED
OR UNLISTED, REGISTERED OR BENEFICIAL), UNTIL UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE SECURITY AGENT SHALL HAVE NOTIFIED SUCH
GRANTOR IN WRITING OF THE SUSPENSION OF ITS RIGHTS UNDER SECTION 3.06(A) AND
FURTHER STEPS ARE TAKEN PURSUANT HERETO OR THERETO TO REGISTER THE SECURITY
AGENT OR SUCH OTHER PERSON, AS SPECIFIED IN SUCH NOTICE, AS THE HOLDER OF THE
ULC SHARES.
TO THE EXTENT ANY PROVISION HEREOF WOULD HAVE THE EFFECT OF
CONSTITUTING THE SECURITY AGENT AS A MEMBER OR A SHAREHOLDER, AS APPLICABLE, OF
ANY ULC PRIOR TO SUCH TIME, SUCH PROVISION SHALL BE SEVERED
15
HEREFROM AND SHALL BE INEFFECTIVE WITH RESPECT TO ULC SHARES THAT ARE COLLATERAL
WITHOUT OTHERWISE INVALIDATING OR RENDERING UNENFORCEABLE THIS AGREEMENT OR
INVALIDATING OR RENDERING UNENFORCEABLE SUCH PROVISION INSOFAR AS IT RELATES TO
COLLATERAL THAT IS NOT ULC SHARES.
EXCEPT UPON THE EXERCISE OF RIGHTS OF THE
SECURITY AGENT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF ULC SHARES IN