OBLIGATIONS, EXCEPT (I)
NONCONSENSUAL OBLIGATIONS IMPOSED BY OPERATION OF LAW, (II) PURSUANT TO THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY, (III) PURSUANT TO THE CANADIAN INTERCOMPANY
LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND (IV) OBLIGATIONS WITH RESPECT TO ITS
CAPITAL STOCK, OR (C) OWN, LEASE, MANAGE OR OTHERWISE OPERATE ANY PROPERTIES OR
ASSETS (INCLUDING CASH (OTHER THAN CASH RECEIVED IN CONNECTION WITH DIVIDENDS OR
INTERCOMPANY LOANS MADE TO SUCH CANADIAN HOLDING COMPANY IN ACCORDANCE WITH
SECTION 7.6 OR 7.8, AS APPLICABLE, PENDING APPLICATION IN THE MANNER
CONTEMPLATED THEREBY) AND CASH EQUIVALENTS) OTHER THAN THE OWNERSHIP OF SHARES
OF CAPITAL STOCK AND PROMISSORY NOTES CONSTITUTING CANADIAN INTERCOMPANY LOAN
DOCUMENTS OWNED BY SUCH CANADIAN HOLDING COMPANY ON THE CLOSING DATE.
(b)
In the case of each Dormant Subsidiary of
the US Borrower, notwithstanding anything to the contrary in this Agreement or
any other Loan Document, unless otherwise agreed by the Administrative Agent,
(a) conduct, transact or otherwise engage in, or commit to conduct, transact or
otherwise engage in, any business or operations other than those incidental to
the ownership of the Capital Stock of other Dormant Subsidiaries owned by such
Dormant Subsidiary on the Closing Date, (b) incur, create, assume or suffer to
exist any Indebtedness or other liabilities or financial obligations, except (i)
nonconsensual obligations imposed by operation of law, (ii) pursuant to the Loan
Documents to which it is a party, and (iii) obligations with respect to its
Capital Stock, or (c) own, lease, manage or otherwise operate any properties or
assets other than the ownership of shares of Capital Stock of other Dormant
Subsidiaries owned by such Dormant Subsidiary on the Closing Date.
7.19
LIMITATION ON HEDGE AGREEMENTS. ENTER INTO ANY
HEDGE AGREEMENT OTHER THAN HEDGE AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE
OF BUSINESS, AND NOT FOR SPECULATIVE PURPOSES, TO PROTECT AGAINST CHANGES IN
INTEREST RATES OR FOREIGN EXCHANGE RATES.
SECTION 8. EVENTS OF DEFAULT
If any of the following events shall occur and be continuing:
(A)
EITHER BORROWER SHALL FAIL TO PAY ANY
PRINCIPAL OF ANY LOAN OR REIMBURSEMENT OBLIGATION WHEN DUE IN ACCORDANCE WITH
THE TERMS HEREOF; OR EITHER BORROWER SHALL FAIL TO PAY ANY INTEREST ON ANY LOAN
OR REIMBURSEMENT OBLIGATION, OR ANY LOAN PARTY SHALL FAIL TO PAY ANY OTHER
AMOUNT PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, WITHIN FIVE DAYS
AFTER ANY SUCH INTEREST OR OTHER AMOUNT BECOMES DUE IN ACCORDANCE WITH THE TERMS
HEREOF OR THEREOF; OR
124
(B)
ANY REPRESENTATION OR WARRANTY MADE OR
DEEMED MADE BY ANY LOAN PARTY HEREIN OR IN ANY OTHER LOAN DOCUMENT OR THAT IS
CONTAINED IN ANY CERTIFICATE, DOCUMENT OR FINANCIAL OR OTHER STATEMENT FURNISHED
BY IT AT ANY TIME UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUCH OTHER
LOAN DOCUMENT SHALL PROVE TO HAVE BEEN INACCURATE IN ANY MATERIAL RESPECT ON OR
AS OF THE DATE MADE OR DEEMED MADE OR FURNISHED; OR
(C)
(I)
ANY LOAN PARTY SHALL DEFAULT IN THE
OBSERVANCE OR PERFORMANCE OF