TO IMPAIR OR TO EXTINGUISH ANY
RIGHT OF REIMBURSEMENT OR SUBROGATION OR OTHER RIGHT OR REMEDY OF SUCH GUARANTOR
AGAINST THE CANADIAN BORROWER OR ANY OTHER LOAN PARTY, AS THE CASE MAY BE, OR
ANY SECURITY.
SECTION 2.04.
REINSTATEMENT.
EACH OF THE GUARANTORS AGREES THAT ITS GUARANTEE
HEREUNDER SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE,
IF AT ANY TIME PAYMENT, OR ANY PART THEREOF, OF ANY CANADIAN OBLIGATION
GUARANTEED BY IT IS RESCINDED OR MUST OTHERWISE BE RESTORED BY THE CANADIAN
AGENT OR ANY OTHER SECURED PARTY UPON THE BANKRUPTCY OR REORGANIZATION OF THE
CANADIAN BORROWER, ANY OTHER LOAN PARTY OR OTHERWISE.
SECTION 2.05.
AGREEMENT TO PAY; SUBROGATION.
IN FURTHERANCE OF THE FOREGOING
AND NOT IN LIMITATION OF ANY OTHER RIGHT THAT THE CANADIAN AGENT OR ANY OTHER
SECURED PARTY HAS AT LAW OR IN EQUITY AGAINST ANY GUARANTOR BY VIRTUE HEREOF,
UPON THE FAILURE OF THE CANADIAN BORROWER OR ANY OTHER LOAN PARTY TO PAY ANY
CANADIAN OBLIGATION WHEN AND AS THE SAME SHALL BECOME DUE, WHETHER AT MATURITY,
BY ACCELERATION, AFTER NOTICE OF PREPAYMENT OR OTHERWISE, EACH GUARANTOR HEREBY
PROMISES TO AND WILL FORTHWITH PAY, OR CAUSE TO BE PAID, TO THE CANADIAN AGENT
FOR DISTRIBUTION TO THE APPLICABLE SECURED PARTIES IN CASH THE AMOUNT OF SUCH
UNPAID CANADIAN OBLIGATION. UPON PAYMENT BY ANY GUARANTOR OF ANY SUMS TO THE
CANADIAN AGENT AS PROVIDED ABOVE, ALL RIGHTS OF SUCH GUARANTOR AGAINST THE
CANADIAN BORROWER OR ANY OTHER LOAN PARTY ARISING AS A RESULT THEREOF BY WAY OF
RIGHT OF SUBROGATION, CONTRIBUTION, REIMBURSEMENT, INDEMNITY OR OTHERWISE SHALL
IN ALL RESPECTS BE SUBJECT TO ARTICLE V.
6
SECTION 2.06.
INFORMATION.
EACH GUARANTOR ASSUMES ALL RESPONSIBILITY FOR BEING
AND KEEPING ITSELF INFORMED OF THE CANADIAN BORROWER'S AND EACH OTHER LOAN
PARTY'S FINANCIAL CONDITION AND ASSETS, AND OF ALL OTHER CIRCUMSTANCES BEARING
UPON THE RISK OF NONPAYMENT OF THE CANADIAN OBLIGATIONS AND THE NATURE, SCOPE
AND EXTENT OF THE RISKS THAT SUCH GUARANTOR ASSUMES AND INCURS HEREUNDER, AND
AGREES THAT NONE OF THE ADMINISTRATIVE AGENT, THE CANADIAN AGENT OR THE OTHER
SECURED PARTIES WILL HAVE ANY DUTY TO ADVISE SUCH GUARANTOR OF INFORMATION KNOWN
TO IT OR ANY OF THEM REGARDING SUCH CIRCUMSTANCES OR RISKS.
ARTICLE III
SECURITY INTERESTS IN PERSONAL PROPERTY
SECTION 3.01.
SECURITY INTEREST.
(A)
AS SECURITY FOR THE PAYMENT OR PERFORMANCE, AS THE CASE MAY BE, IN FULL OF
THE CANADIAN OBLIGATIONS, EACH GRANTOR HEREBY ASSIGNS AND PLEDGES TO THE
CANADIAN AGENT, ITS SUCCESSORS AND ASSIGNS, FOR THE BENEFIT OF THE SECURED
PARTIES, AND HEREBY GRANTS TO THE CANADIAN AGENT, ITS SUCCESSORS AND ASSIGNS,
FOR THE BENEFIT OF THE SECURED PARTIES, A SECURITY INTEREST IN, ALL RIGHT, TITLE
AND INTEREST IN, TO OR UNDER ANY AND ALL OF THE ABL COLLATERAL NOW OWNED OR AT
ANY TIME HEREAFTER ACQUIRED BY SUCH GRANTOR OR IN WHICH SUCH GRANTOR NOW HAS OR
AT ANY TIME IN THE FUTURE MAY ACQUIRE ANY RIGHT, TITLE OR INTEREST.
(B)
EACH GRANTOR HEREBY IRREVOCABLY AUTHORIZES THE CANADIAN AGENT