REORGANIZATION OF THE 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 ADMINISTRATIVE AGENT OR ANY OTHER
SECURED PARTY HAS AT LAW OR IN EQUITY AGAINST ANY GUARANTOR BY VIRTUE HEREOF,
UPON THE FAILURE OF EITHER BORROWER OR ANY OTHER LOAN PARTY TO PAY ANY
OBLIGATION WHEN AND AS THE SAME SHALL BECOME DUE, WHETHER AT MATURITY, BY
ACCELERATION, AFTER NOTICE OF PREPAYMENT OR OTHERWISE, EACH GUARANTOR THAT HAS
GUARANTEED SUCH OBLIGATION HEREBY PROMISES TO AND WILL FORTHWITH PAY, OR CAUSE
TO BE PAID, TO THE ADMINISTRATIVE AGENT FOR DISTRIBUTION TO THE APPLICABLE
SECURED PARTIES IN CASH THE AMOUNT OF SUCH UNPAID OBLIGATION. UPON PAYMENT BY
ANY GUARANTOR OF ANY SUMS TO THE ADMINISTRATIVE AGENT AS PROVIDED ABOVE, ALL
RIGHTS OF SUCH GUARANTOR AGAINST THE BORROWER OR ANY OTHER LOAN
9
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 VI.
SECTION 2.06. INFORMATION. EACH GUARANTOR ASSUMES ALL RESPONSIBILITY FOR BEING
AND KEEPING ITSELF INFORMED OF THE 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 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 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
Pledge of Securities
SECTION 3.01. PLEDGE. AS SECURITY FOR THE PAYMENT OR PERFORMANCE, AS THE CASE
MAY BE, IN FULL OF THE OBLIGATIONS, EACH US GRANTOR HEREBY ASSIGNS AND PLEDGES
TO THE ADMINISTRATIVE AGENT, ITS SUCCESSORS AND ASSIGNS, FOR THE BENEFIT OF THE
SECURED PARTIES, AND HEREBY GRANTS TO THE ADMINISTRATIVE AGENT, ITS SUCCESSORS
AND ASSIGNS, FOR THE BENEFIT OF THE SECURED PARTIES, A SECURITY INTEREST IN, ALL
OF SUCH US GRANTOR'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE FOLLOWING
ASSETS:
(A) THE SHARES OF CAPITAL STOCK AND OTHER EQUITY INTERESTS OWNED BY SUCH US
GRANTOR ON THE DATE HEREOF (INCLUDING THOSE LISTED OPPOSITE THE NAME OF SUCH US
GRANTOR ON SCHEDULE II), ANY OTHER EQUITY INTERESTS OBTAINED BY SUCH US GRANTOR
IN THE FUTURE AND THE CERTIFICATES REPRESENTING ALL SUCH EQUITY INTERESTS (THE
"PLEDGED EQUITY INTERESTS"); PROVIDED THAT (I) THE PLEDGED EQUITY INTERESTS
ISSUED BY ANY CFC, INSOFAR AS THEY SECURE US OBLIGATIONS, SHALL NOT INCLUDE MORE
THAN 66% OF THE ISSUED AND OUTSTANDING VOTING EQUITY INTERESTS OF SUCH CFC (IT
BEING UNDERSTOOD AND AGREED THAT THE LIMITATION IN THIS CLAUSE (I) SHALL NOT
APPLY INSOFAR AS ANY SUCH PLEDGED EQUITY INTERESTS SECURE CANADIAN OBLIGATIONS)
AND (II) THE PLEDGED EQUITY INTERESTS SHALL NOT INCLUDE EQUITY INTERESTS IN ANY
PERSON THAT IS NOT A WHOLLY-OWNED SUBSIDIARY (OR IN ANY SPECIAL PURPOSE HOLDCO
WITH RESPECT TO SUCH PERSON) WHERE,