ANY
PREMISES AT WHICH ANY COLLATERAL MAY BE KEPT OR THAT OTHERWISE MAY POSSESS OR
HANDLE ANY COLLATERAL.
10.1.5
COMPLIANCE WITH LAWS.
COMPLY WITH ALL APPLICABLE LAWS, INCLUDING
ERISA, ENVIRONMENTAL LAWS, FLSA, OSHA, ANTI-TERRORISM LAWS, AND LAWS REGARDING
COLLECTION, PAYMENT AND REMITTANCE OF TAXES, AND MAINTAIN ALL GOVERNMENTAL
APPROVALS NECESSARY TO THE OWNERSHIP OF ITS PROPERTIES OR CONDUCT OF ITS
BUSINESS, UNLESS FAILURE TO COMPLY (OTHER THAN FAILURE TO COMPLY WITH APPLICABLE
ANTI-TERRORISM LAWS) OR MAINTAIN COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
10.1.6
TAXES.
PAY, REMIT AND DISCHARGE ALL MATERIAL TAXES PRIOR TO THE
DATE ON WHICH THEY BECOME DELINQUENT OR PENALTIES ATTACH, UNLESS SUCH TAXES ARE
BEING PROPERLY CONTESTED; PROVIDED THAT TAXES THAT ARE DETERMINED TO HAVE BEEN
DUE AS A RESULT OF A SUBSEQUENT AUDIT NOTWITHSTANDING A GOOD FAITH DETERMINATION
BY THE OBLIGORS THAT SUCH TAXES WERE NOT
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PAYABLE AT THE TIME SUCH TAXES ARE DETERMINED TO HAVE BEEN DUE SHALL NOT BE
DEEMED TO BE DELINQUENT FOR PURPOSES OF THIS SECTION 10.1.6 SO LONG AS SUCH
TAXES ARE PAID AND DISCHARGED PROMPTLY FOLLOWING THE AUDITOR'S DETERMINATION
THAT THE TAXES WERE DUE, UNLESS SUCH DETERMINATION IS BEING PROPERLY CONTESTED
AND, PROVIDED, FURTHER, THAT FOR THE PURPOSES OF THIS SECTION 10.1.6, ALL TAXES
REQUIRED TO BE PAID, REMITTED OR DISCHARGED UNDER APPLICABLE LAW IN CANADA SHALL
BE DEEMED MATERIAL.
10.1.7
INSURANCE.
IN ADDITION TO THE INSURANCE REQUIRED HEREUNDER WITH
RESPECT TO COLLATERAL, MAINTAIN INSURANCE WITH INSURERS (WITH A BEST RATING OF
AT LEAST A7, UNLESS OTHERWISE APPROVED BY AGENT, WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD, DELAYED OR CONDITIONED) REASONABLY SATISFACTORY TO AGENT,
(A) WITH RESPECT TO THE PROPERTIES AND BUSINESS OF BORROWERS AND SUBSIDIARIES OF
SUCH TYPE (INCLUDING PRODUCT LIABILITY, WORKERS' COMPENSATION, LARCENY,
EMBEZZLEMENT, OR OTHER CRIMINAL MISAPPROPRIATION INSURANCE), IN SUCH AMOUNTS,
AND WITH SUCH COVERAGES AND DEDUCTIBLES AS ARE CUSTOMARY FOR COMPANIES SIMILARLY
SITUATED; AND (B) BUSINESS INTERRUPTION INSURANCE IN SUCH AMOUNTS, AND WITH SUCH
COVERAGES AND DEDUCTIBLES AS ARE CUSTOMARY FOR COMPANIES SIMILARLY SITUATED.
10.1.8
LICENSES.
KEEP EACH MATERIAL LICENSE AFFECTING ANY COLLATERAL
(INCLUDING THE MANUFACTURE, DISTRIBUTION OR DISPOSITION OF INVENTORY) OR ANY
OTHER MATERIAL PROPERTY OF BORROWERS AND SUBSIDIARIES IN FULL FORCE AND EFFECT;
PROMPTLY NOTIFY AGENT OF ANY MATERIAL MODIFICATION TO ANY SUCH LICENSE, OR ENTRY
INTO ANY NEW MATERIAL LICENSE; PAY ALL ROYALTIES WHEN DUE EXCEPT FOR ROYALTIES
BEING PROPERLY CONTESTED; AND NOTIFY AGENT OF ANY DEFAULT OR BREACH ASSERTED BY
ANY PERSON TO HAVE OCCURRED UNDER ANY MATERIAL LICENSE.
10.1.9
FUTURE SUBSIDIARIES.
A.
PROMPTLY NOTIFY AGENT UPON ANY PERSON BECOMING A SUBSIDIARY AND,
IF SUCH PERSON IS A DOMESTIC SUBSIDIARY (OTHER THAN AN INSIGNIFICANT SUBSIDIARY
OR A PERSON OTHERWISE EXCLUDED FROM THE DEFINITION OF GUARANTOR), CAUSE IT TO
GUARANTY THE OBLIGATIONS IN A MANNER SATISFACTORY TO AGENT BY EXECUTING AND
DELIVERING THE JOINDER AGREEMENT ATTACHED HERETO AS EXHIBIT D AND SUCH OTHER
DOCUMENTS, INSTRUMENTS AND AGREEMENTS REASONABLY REQUESTED BY AGENT AND TO TAKE
SUCH OTHER ACTIONS AS AGENT SHALL REQUIRE TO EVIDENCE AND PERFECT A