BY SUCH PLEDGOR FROM TIME TO TIME
AND ALL OF ITS RIGHT, TITLE AND INTEREST IN EACH PARTNERSHIP TO WHICH EACH SUCH
INTEREST RELATES, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED, INCLUDING, WITHOUT
LIMITATION, TO THE FULLEST EXTENT PERMITTED UNDER THE TERMS AND PROVISIONS OF
THE DOCUMENTS AND AGREEMENTS GOVERNING SUCH PARTNERSHIP INTERESTS AND APPLICABLE
LAW:
(A)
ALL THE CAPITAL THEREOF AND ITS INTEREST IN ALL PROFITS, LOSSES,
PARTNERSHIP ASSETS AND OTHER DISTRIBUTIONS TO WHICH SUCH PLEDGOR SHALL AT ANY
TIME BE ENTITLED IN RESPECT OF SUCH PARTNERSHIP INTERESTS;
(B)
ALL OTHER PAYMENTS DUE OR TO BECOME DUE TO SUCH PLEDGOR IN RESPECT
OF PARTNERSHIP INTERESTS, WHETHER UNDER ANY PARTNERSHIP AGREEMENT OR OTHERWISE,
WHETHER AS CONTRACTUAL OBLIGATIONS, DAMAGES, INSURANCE PROCEEDS OR OTHERWISE;
(C)
ALL OF ITS CLAIMS, RIGHTS, POWERS, PRIVILEGES, AUTHORITY, OPTIONS,
SECURITY INTERESTS, LIENS AND REMEDIES, IF ANY, UNDER ANY PARTNERSHIP AGREEMENT
OR OPERATING AGREEMENT, OR AT LAW OR OTHERWISE IN RESPECT OF SUCH PARTNERSHIP
INTERESTS;
(D)
ALL PRESENT AND FUTURE CLAIMS, IF ANY, OF SUCH PLEDGOR AGAINST ANY
SUCH PARTNERSHIP FOR MONEYS LOANED OR ADVANCED, FOR SERVICES RENDERED OR
OTHERWISE;
(E)
ALL OF SUCH PLEDGOR'S RIGHTS UNDER ANY PARTNERSHIP AGREEMENT OR
OPERATING AGREEMENT OR AT LAW TO EXERCISE AND ENFORCE EVERY RIGHT, POWER,
REMEDY, AUTHORITY, OPTION AND PRIVILEGE OF SUCH PLEDGOR RELATING TO SUCH
PARTNERSHIP INTERESTS, INCLUDING ANY POWER TO TERMINATE, CANCEL OR MODIFY ANY
PARTNERSHIP AGREEMENT OR OPERATING AGREEMENT, TO EXECUTE ANY INSTRUMENTS AND TO
TAKE ANY AND ALL OTHER ACTION ON BEHALF OF AND IN THE NAME OF ANY OF SUCH
PLEDGOR IN RESPECT OF SUCH PARTNERSHIP INTERESTS AND ANY SUCH PARTNERSHIP, TO
MAKE DETERMINATIONS, TO EXERCISE ANY ELECTION (INCLUDING, BUT NOT LIMITED TO,
ELECTION OF REMEDIES) OR OPTION OR TO GIVE OR RECEIVE ANY NOTICE, CONSENT,
AMENDMENT, WAIVER OR APPROVAL, TOGETHER WITH FULL POWER AND AUTHORITY TO DEMAND,
RECEIVE, ENFORCE, COLLECT OR RECEIPT FOR ANY OF THE FOREGOING OR FOR ANY
PARTNERSHIP ASSET, TO ENFORCE OR EXECUTE ANY CHECKS, OR OTHER INSTRUMENTS OR
ORDERS, TO FILE ANY CLAIMS AND TO TAKE ANY ACTION IN CONNECTION WITH ANY OF THE
FOREGOING (WITH ALL OF THE FOREGOING RIGHTS ONLY TO BE EXERCISABLE UPON THE
OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT); AND
(F)
ALL OTHER PROPERTY HEREAFTER DELIVERED IN SUBSTITUTION FOR OR IN
ADDITION TO ANY OF THE FOREGOING, ALL CERTIFICATES AND INSTRUMENTS REPRESENTING
OR EVIDENCING SUCH OTHER PROPERTY AND ALL CASH, SECURITIES, INTEREST, DIVIDENDS,
RIGHTS AND OTHER PROPERTY AT ANY TIME AND FROM TIME TO TIME RECEIVED, RECEIVABLE
OR OTHERWISE DISTRIBUTED IN RESPECT OF OR IN EXCHANGE FOR ANY OR ALL THEREOF;
11
(E)
ALL SECURITY ENTITLEMENTS OWNED BY SUCH PLEDGOR FROM TIME TO TIME
IN ANY AND ALL OF THE FOREGOING;
(F)
ALL FINANCIAL ASSETS AND INVESTMENT PROPERTY OWNED BY SUCH
PLEDGOR FROM TIME TO TIME; AND
(G)
ALL PROCEEDS OF ANY AND ALL OF THE FOREGOING.
Notwithstanding anything to the contrary contained above or elsewhere in this
Agreement, (i) with respect to each Non-Canadian Foreign Subsidiary, if, at any
time, the pledge