COLLATERAL WERE NOT PLEDGED TO THE COLLATERAL
AGENT (FOR ITS OWN BENEFIT AND FOR THE
24
BENEFIT OF THE SECURED PARTIES) PURSUANT HERETO.
NOTHING IN THIS AGREEMENT OR
ANY OTHER DOCUMENT OR AGREEMENT AMONG ALL OR SOME OF THE PARTIES HERETO IS
INTENDED TO, AND NOTHING IN THIS AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT
AMONG ALL OR SOME OF THE PARTIES HERETO SHALL, CONSTITUTE THE COLLATERAL AGENT,
ANY SECURED PARTY OR ANY OTHER PERSON OTHER THAN A ULC PLEDGOR A MEMBER OF A ULC
FOR THE PURPOSES OF THE COMPANIES ACT (NOVA SCOTIA) UNTIL SUCH TIME AS NOTICE IS
GIVEN TO SUCH ULC PLEDGOR AND FURTHER STEPS ARE TAKEN PURSUANT HERETO OR THERETO
SO AS TO REGISTER THE COLLATERAL
AGENT, ANY SECURED PARTY OR ANY OTHER PERSON
AS HOLDER OF THE APPLICABLE ULC SHARES.
TO THE EXTENT ANY PROVISION HEREOF
WOULD HAVE THE EFFECT OF CONSTITUTING THE COLLATERAL
AGENT OR ANY SECURED PARTY
AS A MEMBER OF ANY ULC PRIOR TO SUCH TIME, SUCH PROVISION SHALL BE SEVERED
THEREFROM AND SHALL BE INEFFECTIVE WITH RESPECT TO PLEDGED COLLATERAL WHICH ARE
ULC SHARES WITHOUT OTHERWISE INVALIDATING OR RENDERING UNENFORCEABLE THIS
AGREEMENT OR INVALIDATING OR RENDERING UNENFORCEABLE SUCH PROVISION INSOFAR AS
IT RELATES TO PLEDGED COLLATERAL WHICH ARE NOT ULC SHARES.
(B)
EXCEPT UPON THE EXERCISE OF RIGHTS TO SELL, TRANSFER OR OTHERWISE
DISPOSE OF THE PLEDGED STOCK ISSUED BY A ULC FOLLOWING THE OCCURRENCE OF AN
EVENT OF DEFAULT PURSUANT TO ARTICLE VI, NO ULC PLEDGOR SHALL CAUSE OR PERMIT,
OR ENABLE ANY ULC IN WHICH THEY HOLD ULC SHARES TO CAUSE OR PERMIT, THE
COLLATERAL AGENT OR ANY OTHER SECURED PARTY TO:
(I) BE REGISTERED AS
SHAREHOLDER OR MEMBER OF SUCH ULC; (II) ACCEPT OR REQUEST STOCK POWERS OF
ATTORNEY IN RESPECT OF SUCH PERSON ENDORSED OR ASSIGNED IN FAVOR OF THE
COLLATERAL AGENT OR OTHER SECURED PARTY; (III) HAVE ANY NOTATION ENTERED IN ITS
FAVOR IN THE SHARE REGISTER OF SUCH ULC; (IV) BE HELD OUT AS A SHAREHOLDER OR
MEMBER OF SUCH ULC; (V) RECEIVE, DIRECTLY OR INDIRECTLY, ANY DIVIDENDS, PROPERTY
OR OTHER DISTRIBUTIONS FROM SUCH ULC BY REASON OF THE COLLATERAL AGENT OR ANY
OTHER SECURED PARTY HOLDING A SECURITY INTEREST IN SUCH ULC; OR (VI) ACT AS A
SHAREHOLDER OR MEMBER OF SUCH ULC, OR EXERCISE ANY RIGHTS OF A SHAREHOLDER OR
MEMBER INCLUDING THE RIGHT TO ATTEND A MEETING OF, OR TO VOTE THE SHARES OF,
SUCH ULC.
SECTION 6.6
DISPOSITION OF PLEDGED COLLATERAL BY COLLATERAL
AGENT.
NONE OF THE PLEDGED COLLATERAL EXISTING AS OF THE DATE OF THIS AGREEMENT
IS, AND NONE OF THE PLEDGED COLLATERAL HEREAFTER ACQUIRED ON THE DATE OF
ACQUISITION THEREOF WILL BE, REGISTERED OR QUALIFIED UNDER THE VARIOUS FEDERAL
OR STATE SECURITIES LAWS OF THE UNITED STATES AND DISPOSITION THEREOF AFTER AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING MAY BE RESTRICTED TO ONE OR MORE
PRIVATE (INSTEAD OF PUBLIC) SALES IN VIEW OF THE LACK OF SUCH REGISTRATION.
EACH GRANTOR UNDERSTANDS THAT IN CONNECTION WITH SUCH