SHALL
OPERATE AND ADMINISTER IN ALL RESPECTS, SUCH PLANS IN COMPLIANCE WITH APPLICABLE
LAWS AND THE TERMS OF SUCH PLANS AND SHALL MAINTAIN ALL NECESSARY GOVERNMENTAL
APPROVALS WHICH ARE MATERIAL IN RESPECT OF THE OPERATION OF THE CANADIAN PENSION
PLANS OR CANADIAN BENEFIT PLANS AND IN A TIMELY FASHION COMPLY WITH AND PERFORM
IN ALL MATERIAL RESPECTS ALL OF THEIR OBLIGATIONS UNDER AND IN RESPECT OF SUCH
CANADIAN PENSION PLANS OR CANADIAN BENEFIT PLANS, INCLUDING UNDER ANY FUNDING
AGREEMENTS AND ALL APPLICABLE LAWS (INCLUDING ANY FIDUCIARY, FUNDING, INVESTMENT
AND ADMINISTRATION OBLIGATIONS).
(B)
ALL EMPLOYER AND EMPLOYEE PAYMENTS, CONTRIBUTIONS AND PREMIUMS
REQUIRED TO BE REMITTED, PAID TO OR IN RESPECT OF EACH CANADIAN PENSION PLAN OR
CANADIAN BENEFIT PLAN SHALL BE REMITTED OR PAID BY THE LOAN PARTIES IN A TIMELY
FASHION IN ACCORDANCE WITH THE TERMS THEREOF, ANY FUNDING AGREEMENTS AND ALL
APPLICABLE LAWS.
(C)
THE LOAN PARTIES SHALL DELIVER TO THE CANADIAN ADMINISTRATIVE
AGENT (I) COPIES OF EACH ANNUAL RETURN AND OTHER RETURN, REPORT OR VALUATION
WITH RESPECT TO EACH CANADIAN PENSION PLAN AS FILED WITH ANY APPLICABLE
GOVERNMENTAL AUTHORITY; (II) PROMPTLY AFTER RECEIPT THEREOF, A COPY OF ANY
MATERIAL DIRECTION, ORDER, NOTICE, RULING OR OPINION THAT LOAN PARTIES MAY
RECEIVE FROM ANY APPLICABLE GOVERNMENTAL AUTHORITY WITH RESPECT TO ANY CANADIAN
PENSION PLAN; (III) NOTIFICATION WITHIN 30 DAYS OF ANY INCREASES HAVING A COST
TO THE LOAN PARTIES IN EXCESS OF 25% OF THE LOAN PARTIES' CONTRIBUTIONS FOR THE
MOST RECENTLY COMPLETED FISCAL YEAR IN THE BENEFITS OF ANY EXISTING CANADIAN
PENSION PLAN OR CANADIAN BENEFIT PLAN, OR THE COMMENCEMENT OF CONTRIBUTIONS TO
ANY SUCH PLAN TO WHICH LOAN PARTIES WERE NOT PREVIOUSLY CONTRIBUTING; (IV) ANY
DEFAULT OR VIOLATION UNDER ANY CANADIAN PENSION PLAN OR CANADIAN BENEFIT PLAN OR
APPLICABLE LAW OR ANY SUIT, ACTION, CLAIM OR PROCEEDING COMMENCED OR THREATENED
IN RESPECT OF ANY CANADIAN PENSION PLAN OR CANADIAN BENEFIT PLAN OR THE ASSETS
OF EITHER THAT MIGHT RESULT IN ANY LIABILITY, PAYMENT OR TAX, FINE OR PENALTY;
(V) ANY CHANGE IN THE FUNDING OR CONTRIBUTION REQUIREMENTS FOR ANY CANADIAN
PENSION PLAN OR CANADIAN BENEFIT PLAN, WHICH COULD REASONABLY BE EXPECTED,
WHETHER TAKEN INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL ADVERSE
EFFECT; (VI) ANY NOTICE OR PROPOSAL TO TERMINATE OR WIND UP, IN WHOLE OR IN
PART, ANY CANADIAN PENSION PLAN THAT COULD RESULT IN ANY LIABILITY, PAYMENT,
FINE OR PENALTY OR WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
SECTION 5.16
POST-CLOSING COVENANTS. (A)
WITHIN 60 DAYS AFTER THE
EFFECTIVE DATE OR SUCH LONGER PERIOD AS THE ADMINISTRATIVE AGENTS SHALL AGREE,
THE ADMINISTRATIVE AGENTS SHALL HAVE RECEIVED:
(I)
A COLLATERAL ACCESS AGREEMENT WITH RESPECT TO EACH LEASED
PROPERTY ON WHICH INVENTORY IS LOCATED, PROVIDED THAT IN THE EVENT THAT SUCH
COLLATERAL ACCESS AGREEMENTS ARE NOT RECEIVED ON OR PRIOR TO SUCH DATE, THE
ADMINISTRATIVE AGENTS SHALL ESTABLISH ANY APPROPRIATE RESERVES THEREFOR IN THEIR
PERMITTED DISCRETION; AND
(II)
WITH RESPECT TO EACH MORTGAGE DELIVERED PURSUANT TO
SECTION 4.01(O), (I) EVIDENCE THAT A COUNTERPART