TO THE CONTRARY CONTAINED HEREIN, IF AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, AGENT SHALL HAVE THE RIGHT TO REQUIRE ANY OBLIGOR TO EXECUTE
AND DELIVER DOCUMENTATION, CONSENTS, AUTHORIZATIONS, APPROVALS AND ORDERS IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT AND AS AGENT SHALL DEEM
NECESSARY TO GRANT TO AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, A VALID AND
PERFECTED FIRST PRIORITY LIEN ON ANY COLLATERAL NOT OTHERWISE REQUIRED
HEREUNDER, EXCEPT TO THE EXTENT SUCH REQUIREMENTS ARE PROHIBITED BY OTHER
AGREEMENTS BINDING ON SUCH OBLIGOR OR ILLEGAL UNDER APPLICABLE LAW, AND NO
REASONABLE ALTERNATIVE STRUCTURE CAN BE DEVISED HAVING SUBSTANTIALLY THE SAME
EFFECT AS SUCH ACTIONS THAT WOULD NOT BE PROHIBITED OR ILLEGAL UNDER APPLICABLE
LAW.
10.1.12
PAYMENT OF OBLIGATIONS.
PAY AND DISCHARGE AS THE SAME SHALL BECOME
DUE AND PAYABLE, ALL ITS MATERIAL OBLIGATIONS AND LIABILITIES, INCLUDING ALL
LAWFUL MATERIAL CLAIMS WHICH, IF UNPAID, WOULD BY LAW BECOME A LIEN UPON ITS
PROPERTY UNLESS THE SAME ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS DILIGENTLY CONDUCTED AND ADEQUATE RESERVES TO THE EXTENT REQUIRED IN
ACCORDANCE WITH GAAP ARE BEING MAINTAINED BY SUCH BORROWER OR SUCH SUBSIDIARY.
10.1.13
MAINTENANCE OF PROPERTIES.
BORROWER AGENT SHALL AND SHALL CAUSE EACH
OF ITS SUBSIDIARIES TO:
(A) MAINTAIN, PRESERVE AND PROTECT ALL OF THEIR
RESPECTIVE MATERIAL PROPERTIES AND EQUIPMENT NECESSARY TO THE OPERATION OF THEIR
RESPECTIVE BUSINESSES IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND
TEAR EXCEPTED; AND (B) MAKE ALL NECESSARY REPAIRS THERETO AND RENEWALS AND
REPLACEMENTS THEREOF; IN EACH OF THE FOREGOING CLAUSES (A) AND (B), EXCEPT WHERE
THE FAILURE TO DO SO COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
79
10.1.14
CANADIAN PLANS.
THE BORROWERS SHALL CAUSE EACH OF ITS AND THEIR
SUBSIDIARIES' CANADIAN PLANS TO BE DULY QUALIFIED AND ADMINISTERED IN ALL
RESPECTS IN COMPLIANCE WITH, AS APPLICABLE, THE SUPPLEMENTAL PENSION PLANS ACT
(QUÉBEC) AND THE PENSION BENEFITS ACT (ONTARIO) AND ALL OTHER APPLICABLE LAWS
(INCLUDING REGULATIONS, ORDERS AND DIRECTIVES), AND THE TERMS OF THE CANADIAN
PLANS AND ANY AGREEMENTS RELATING THERETO.
THE BORROWERS SHALL ENSURE THAT IT
AND ITS CANADIAN SUBSIDIARIES:
A.
HAVE NO UNFUNDED, SOLVENCY, OR
DEFICIENCY ON WINDUP LIABILITY AND NO ACCUMULATED FUNDING DEFICIENCY (WHETHER OR
NOT WAIVED), OR ANY AMOUNT OF UNFUNDED BENEFIT LIABILITIES IN RESPECT OF ANY
CANADIAN PLAN, INCLUDING ANY CANADIAN PLAN TO BE ESTABLISHED AND ADMINISTERED BY
IT OR THEM;
B.
ALL AMOUNTS REQUIRED TO BE PAID BY IT OR
THEM ARE PAID WHEN DUE;
C.
NO LIABILITY UPON IT OR THEM OR LIEN ON
ANY OF ITS OR THEIR PROPERTY ARISES OR EXISTS IN RESPECT OF ANY CANADIAN PLAN;
D.
MAKE ALL REQUIRED CONTRIBUTIONS TO ANY
CANADIAN PLAN WHEN DUE;
E.
NOT ENGAGE IN A PROHIBITED TRANSACTION
OR VIOLATION OF THE FIDUCIARY RESPONSIBILITY RULES WITH RESPECT TO ANY CANADIAN
PLAN THAT COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY; AND
F.
HAS NO LIEN ON ANY OF ITS OR THEIR
PROPERTY THAT ARISES OR EXISTS IN RESPECT