its Subsidiaries and which would
materially adversely affect the ability of the Borrower to meet its obligations
under the Agreement;
(J)
THAT IT WILL CAUSE ITS CHIEF FINANCIAL
OFFICER, SUCH OTHER SENIOR OFFICER AS MAY BE APPROPRIATE OR ITS AUDITOR, TO MEET
WITH ROYAL TO DISCUSS AND EXPLAIN, AS THE CASE MAY BE, ANY OF ITS AFFAIRS,
FINANCES AND ACCOUNTS AND TO PROVIDE SUCH OTHER INFORMATION PERTAINING TO ITS
BUSINESS AND OPERATIONS TOGETHER WITH SUCH REPORTS AND DOCUMENTS AS ROYAL MAY
REASONABLY REQUIRE;
(K)
THAT IT WILL PERMIT REPRESENTATIVES AND
INDEPENDENT CONTRACTORS OF ROYAL TO VISIT AND INSPECT ANY OF ITS OR ITS
SUBSIDIARIES' PROPERTIES, TO EXAMINE THEIR RESPECTIVE CORPORATE, FINANCIAL AND
OPERATING RECORDS, AND MAKE COPIES THEREOF OR ABSTRACTS THEREFROM, AND TO
DISCUSS THEIR CORPORATE AFFAIRS, FINANCES AND ACCOUNTS WITH DIRECTORS, OFFICERS,
AND INDEPENDENT CHARTERED ACCOUNTANTS, ALL AT THE EXPENSE OF THE BORROWER AND AT
SUCH REASONABLE TIMES DURING NORMAL BUSINESS HOURS AND AS OFTEN AS MAY BE
REASONABLY DESIRED, UPON REASONABLE ADVANCE NOTICE TO THE BORROWER EXCEPT THAT,
WHEN AN EVENT OF DEFAULT EXISTS, ROYAL MAY DO ANY OF THE FOREGOING AT THE
EXPENSE OF THE BORROWER AT ANY TIME DURING NORMAL BUSINESS HOURS AND WITHOUT
ADVANCE NOTICE;
(L)
THAT IT WILL MAINTAIN AND IT WILL CAUSE
EACH OF ITS SUBSIDIARIES TO MAINTAIN IN FULL FORCE AND EFFECT ALL MATERIAL
LEASES, LICENCES, PERMITS, CONSENTS AND REGULATORY APPROVALS NECESSARY FOR THE
DUE CARRYING ON OF THEIR RESPECTIVE BUSINESSES;
38
(M)
THAT IT WILL MAINTAIN AND IT WILL CAUSE EACH
OF ITS SUBSIDIARIES TO MAINTAIN THEIR RESPECTIVE CORPORATE EXISTENCES AS VALIDLY
SUBSISTING CORPORATIONS;
(N)
THAT IT WILL GIVE TO ROYAL PROMPT NOTICE OF
ANY EVENT OF DEFAULT OR ANY EVENT THAT WITH NOTICE OR LAPSE OF TIME WOULD BE AN
EVENT OF DEFAULT;
(O)
THAT IT WILL USE BORROWINGS SOLELY FOR THE
PURPOSES SET FORTH IN §3.1 AND FOR NO OTHER PURPOSE;
Negative Covenants of the Borrower
(P)
THAT, WITHOUT THE PRIOR WRITTEN CONSENT OF
ROYAL, AND EXCEPT FOR MERGERS, AMALGAMATIONS AND CORPORATE REORGANIZATIONS
BETWEEN OR AMONG ANY OF THE BORROWER, LP FOREST AND LP ENGINEERED, WITH RESPECT
TO LP FOREST AND WITH RESPECT TO LP ENGINEERED, IT WILL NOT, NOR WILL IT PERMIT
ANY SUBSIDIARY TO MERGE, AMALGAMATE, ENTER INTO ANY CORPORATE REORGANIZATION OR
OTHERWISE MODIFY ITS CORPORATE STRUCTURE IN ANY WAY WHICH WOULD MATERIALLY
ADVERSELY AFFECT ITS ASSET BASE OR CONSOLIDATED CASH FLOW OR IMPAIR THE ABILITY
OF THE BORROWER TO OBSERVE AND PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT;
(Q)
THAT, EXCEPT FOR DISPOSITIONS AMONG OR
BETWEEN ANY OF THE BORROWER, LP FOREST AND LP ENGINEERED, BY LP FOREST AND BY LP
ENGINEERED, IT WILL NOT AND IT WILL CAUSE EACH OF ITS SUBSIDIARIES NOT TO MAKE
ANY DISPOSITION OF ANY OF ITS PROPERTY OR ASSETS EXCEPT FOR:
(1)
DISPOSITIONS OF INVENTORY OR CURRENT ASSETS
IN THE ORDINARY COURSE OF BUSINESS AND ON COMMERCIALLY REASONABLE TERMS IT BEING
ACKNOWLEDGED THAT SALES AND TRANSFERS OF INVENTORY AND RELATED PROPERTY AND
ASSETS TO THE GUARANTOR ARE IN THE ORDINARY