PERSON (WHICH SHALL
COVER, AMONG OTHER THINGS, THE LEGALITY, VALIDITY, BINDING EFFECT AND
ENFORCEABILITY OF THE DOCUMENTATION REFERRED TO IN CLAUSES (I) AND (II) ABOVE),
ALL IN FORM, CONTENT AND SCOPE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
(B)
NO PUC SUBSIDIARY SHALL BE REQUIRED TO
PROVIDE A GUARANTY OR TO APPROVE AN INCREASE IN THE UNDERLYING AMOUNT GUARANTEED
BY SUCH GUARANTY PURSUANT TO SECTION 6.12 OR SECTION 6.13(A) UNLESS REGULATORY
APPROVAL SHALL HAVE BEEN OBTAINED FOR SUCH GUARANTY FROM THE APPLICABLE PUBLIC
UTILITY COMMISSION OR FERC HAVING SUCH REGULATORY AUTHORITY OVER SUCH PUC
SUBSIDIARY (IN THIS SECTION CALLED THE APPLICABLE "PUC").
BORROWER SHALL CAUSE
EACH PUC SUBSIDIARY REQUIRED TO DELIVER A GUARANTY OR APPROVE AN INCREASE IN THE
UNDERLYING AMOUNT GUARANTEED PURSUANT TO SECTIONS 6.12 AND 6.13(A) TO USE ITS
BEST EFFORTS TO OBTAIN THE APPROVAL OF THE APPLICABLE PUC FOR A GUARANTY (OR
INCREASE THEREOF) OF THE OBLIGATIONS. IN THE EVENT THAT THE APPLICABLE PUC SHALL
REQUIRE A SUBSIDIARY TO WITHDRAW FROM THE GUARANTY OR SHALL NOT APPROVE THE PUC
SUBSIDIARY TO GUARANTY AN INCREASED AMOUNT, SUCH SUBSIDIARY MAY WITHDRAW AND THE
ADMINISTRATIVE AGENT SHALL RELEASE SUCH SUBSIDIARY FROM THE GUARANTY OR LIMIT
THE GUARANTY TO THE PREVIOUSLY APPROVED AMOUNT, IF APPLICABLE; PROVIDED THAT A
SUBSTITUTE SUBSIDIARY GUARANTOR MEETING THE REQUIREMENTS OF SECTIONS 6.12 AND
6.13 SHALL HAVE EXECUTED AND DELIVERED THE GUARANTY UNLESS ALL SUCH SUBSTITUTE
SUBSIDIARIES ARE FOREIGN SUBSIDIARIES OR PUC SUBSIDIARIES AND ARE PROHIBITED BY
THE APPLICABLE PUC FROM DELIVERING A GUARANTY.
(C)
NEITHER THIS SECTION 6.13, SECTION 6.14 NOR
ANY OTHER PROVISION OF ANY LOAN DOCUMENT SHALL REQUIRE A GUARANTY OR A SECURITY
DOCUMENT BY A PUC SUBSIDIARY, IN EITHER CASE, TO THE EXTENT THAT SUCH PUC
SUBSIDIARY SHALL NOT HAVE OBTAINED THE REQUIRED APPROVAL OF THE APPLICABLE PUC
AFTER THE EXERCISE OF ITS BEST EFFORTS IN ACCORDANCE WITH SECTIONS 6.13(B) AND
6.14(C).
53
6.14
Stock Pledge.
(A)
GRANT TO ADMINISTRATIVE AGENT (OR CAUSE ITS
SUBSIDIARIES TO GRANT TO ADMINISTRATIVE AGENT) FOR THE BENEFIT OF LENDERS, A
FIRST PRIORITY LIEN IN ONE HUNDRED PERCENT (100%) OF THE EQUITY INTERESTS IN ALL
GUARANTORS AND IN SIXTY-FIVE PERCENT (65%) OF THE EQUITY INTERESTS IN ALL
FOREIGN SUBSIDIARIES THAT ARE MATERIAL SUBSIDIARIES.
(B)
NOTIFY THE ADMINISTRATIVE AGENT WHEN ANY
PERSON BECOMES A GUARANTOR OR A FOREIGN SUBSIDIARY THAT IS A MATERIAL
SUBSIDIARY, AND (I) SUBJECT TO SECTION 6.14(C), PROMPTLY THEREAFTER (AND IN ANY
EVENT WITHIN 30 DAYS), CAUSE THE EQUITY INTERESTS IN SUCH SUBSIDIARY (IN THE
AMOUNTS DESCRIBED IN SUBSECTION (A) IMMEDIATELY ABOVE) TO BE PLEDGED BY
EXECUTING AND DELIVERING (OR CAUSING THE APPROPRIATE SUBSIDIARY TO EXECUTE AND
DELIVER) TO THE ADMINISTRATIVE AGENT A COUNTERPART OF THE STOCK PLEDGE OR SUCH
OTHER DOCUMENT AS THE ADMINISTRATIVE AGENT SHALL DEEM APPROPRIATE FOR SUCH
PURPOSE AND (II) DELIVER TO THE ADMINISTRATIVE AGENT DOCUMENTS OF THE TYPES
REFERRED TO IN CLAUSES (III) AND (IV) OF SECTION 4.01(A) AND FAVORABLE OPINIONS
OF COUNSEL TO SUCH PERSON (WHICH SHALL COVER, AMONG OTHER THINGS, THE LEGALITY,
VALIDITY, BINDING EFFECT AND ENFORCEABILITY OF THE