OR OTHERWISE
ENCUMBER OR GRANT A SECURITY INTEREST IN ANY SHARES OF THE BORROWER IN WHICH IT
HAS A LEGAL OR BENEFICIAL INTEREST;
40
(E)
IT WILL PROVIDE ROYAL WITH COPIES OF ALL
CERTIFICATES, NOTICES AND OTHER INFORMATION IT IS REQUIRED TO DELIVER TO THE
ADMINISTRATIVE AGENT PURSUANT TO SECTIONS 6.02 AND 6.03 OF THE GUARANTOR CREDIT
AGREEMENT;
Negative Covenants of the Guarantor
(F)
THAT IT WILL NOT, WITHOUT THE CONSENT IN
WRITING OF ROYAL, MERGE OR CONSOLIDATE WITH ANY OTHER PERSON OR LIQUIDATE OR
DISSOLVE EXCEPT FOR MERGERS OR CONSOLIDATIONS WITH ANY OTHER PERSON IF THE
GUARANTOR (OR THE RESULTING CORPORATION IN A CONSOLIDATION) WILL BE THE
SURVIVING CORPORATION AND THE GUARANTOR (OR SUCH RESULTING CORPORATION) WILL NOT
BE IN DEFAULT UNDER ANY OF THE TERMS OF THE GUARANTOR CREDIT AGREEMENT
IMMEDIATELY AFTER THE MERGER OR CONSOLIDATION;
Reporting Covenants of the Guarantor
(G)
THAT IT WILL AT ALL TIMES MAINTAIN ITS
CORPORATE EXISTENCE AND WILL CARRY ON AND CONDUCT ITS BUSINESS IN A PROPER AND
EFFICIENT MANNER AND IT WILL AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO AT ALL
TIMES KEEP OR CAUSE TO BE KEPT PROPER BOOKS OF ACCOUNT AND THAT IT WILL FURNISH
TO ROYAL AT THE BRANCH OF ACCOUNT WITHIN 90 DAYS AFTER THE CLOSE OF EACH FISCAL
YEAR SUFFICIENT COPIES OF ITS ANNUAL CONSOLIDATED AUDITED FINANCIAL STATEMENTS,
ALL IN REASONABLE DETAIL AND PREPARED IN ACCORDANCE WITH GAAP, REPORTED ON BY
ITS AUDITOR AND ACCOMPANIED BY THEIR SIGNED REPORT WHICH SHALL CONTAIN NO
MATERIAL QUALIFICATIONS AS TO THE SCOPE OF THEIR EXAMINATION EXCEPT AS TO THE
FURNISHING OF INFORMATION TO THEM, AND, EXCEPT FOR THE YEAR END FISCAL QUARTER,
WITHIN 45 DAYS OF THE CLOSE OF EACH FISCAL QUARTER SUFFICIENT COPIES OF ITS
QUARTERLY CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE
WITH GAAP SUBJECT ONLY TO NORMAL YEAR-END AUDITED ADJUSTMENTS AND THE ABSENCE OF
FOOTNOTES INCLUDING A CONSOLIDATED SUMMARY BALANCE SHEET, A CONSOLIDATED SUMMARY
STATEMENT OF INCOME AND A CONSOLIDATED STATEMENT OF CASH FLOWS, SIGNED BY A
RESPONSIBLE OFFICER;
(H)
THAT IT WILL, CONTEMPORANEOUSLY WITH
DELIVERY TO THE ADMINISTRATIVE AGENT PURSUANT TO THE GUARANTOR CREDIT AGREEMENT,
DELIVER SUFFICIENT COPIES OF THE COMPLIANCE CERTIFICATE TO ROYAL;
(I)
THAT, EXCEPT FOR THE YEAR-END FISCAL
QUARTER, WITHIN 45 DAYS OF THE CLOSE OF EACH FISCAL QUARTER AND WITHIN 90 DAYS
OF THE CLOSE OF EACH FISCAL YEAR, IT WILL DELIVER TO ROYAL A CERTIFICATE SIGNED
BY A RESPONSIBLE OFFICER IN SUBSTANTIALLY THE FORM ATTACHED AS SCHEDULE A;
(J)
THAT IT WILL, CONTEMPORANEOUSLY WITH
DELIVERY TO BANK OF AMERICA, N.A., THE ADMINISTRATIVE AGENT UNDER THE GUARANTOR
CREDIT AGREEMENT, DELIVER TO ROYAL A COPY OF THE US$ BORROWING BASE CERTIFICATE;
6.3
ENVIRONMENTAL LAW
Nothing in the Agreement shall abridge or affect the rights of Royal in respect
of the Borrower pursuant to any Environmental Law.
41
7.
EVENTS OF DEFAULT
7.1
DEFINITION OF EVENT OF DEFAULT
The occurrence of any one or more of the following events constitutes an Event
of Default hereunder:
(A)
IF THE BORROWER MAKES