AS FIRST MORTGAGEE AND LOSS PAYEE
ON ALL PROPERTY INSURANCE POLICIES AND AS AN ADDITIONAL INSURED UNDER ALL
LIABILITY INSURANCE POLICIES; AND PROVIDE THE BANK WITH CERTIFICATES OF
INSURANCE AND CERTIFIED COPIES OF SUCH POLICIES FROM TIME TO TIME UPON REQUEST;
(I)
COMPLIANCE WITH LAWS - COMPLY IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, RULES, GOVERNMENTAL RESTRICTIONS AND
REGULATIONS (SPECIFICALLY INCLUDING ALL REQUIREMENTS OF ENVIRONMENTAL LAW) AND
OBTAIN AND MAINTAIN IN GOOD STANDING IN ALL MATERIAL RESPECTS ALL MATERIAL
LEASES, LICENCES, PERMITS AND APPROVALS FROM ANY AND ALL GOVERNMENTAL
AUTHORITIES REQUIRED IN RESPECT OF ITS OPERATIONS;
(J)
MAINTENANCE OF PROPERTIES - MAINTAIN AND
PRESERVE ALL OF ITS PROPERTIES USED IN THE CONDUCT OF ITS BUSINESS IN GOOD
WORKING ORDER AND CONDITION;
(K)
NOTICE OF DEFAULT - PROVIDE PROMPT NOTICE
TO THE BANK OF THE OCCURRENCE OF AN EVENT OF DEFAULT OR ANY EVENT WHICH, WITH
THE GIVING OF NOTICE OR PASSAGE OF TIME, COULD RESULT IN AN EVENT OF DEFAULT;
(L)
BOOKS AND RECORDS - PROVIDE REASONABLE
ACCESS TO THE BANK TO ALL OF THE BOOKS AND RECORDS OF ANY OF THE COMPANIES UPON
REQUEST BY THE BANK;
(M)
BANK ACCOUNTS - MAINTAIN ALL OF ITS BANK
ACCOUNTS WITH THE BANK; AND
(N)
FURTHER ASSURANCES - PROVIDE THE BANK WITH
SUCH FURTHER SECURITY, INFORMATION, FINANCIAL DATA, DOCUMENTATION AND OTHER
ASSURANCES AS THE BANK MAY REASONABLY REQUIRE FROM TIME TO TIME.
Negative Covenants
4.02
EACH COMPANY HEREBY COVENANTS AND AGREES THAT IT WILL NOT, AND WILL
ENSURE THAT EACH OF ITS SUBSIDIARIES DOES NOT, WITHOUT THE PRIOR WRITTEN CONSENT
OF THE BANK:
(A)
FUNDED DEBT - CREATE OR INCUR FUNDED DEBT,
EXCEPT PERMITTED FUNDED DEBT;
(B)
PAYMENTS ON PERMITTED FUNDED DEBT - MAKE ANY
PAYMENT OF PRINCIPAL OR INTEREST IN RESPECT OF ANY PERMITTED FUNDED DEBT (OTHER
THAN INDEBTEDNESS TO THE BANK AND PURCHASE MONEY SECURITY INTERESTS);
(C)
LIENS - CREATE OR PERMIT TO EXIST ANY LIENS
IN RESPECT OF ANY OF ANY OF ITS PROPERTIES, ASSETS OR UNDERTAKING, EXCEPT FOR
PERMITTED LIENS PROVIDED THAT THE COMPANIES MAY NOT ENTER INTO PURCHASE MONEY
SECURITY INTERESTS IN EXCESS OF $250,000 IN ANY CONSECUTIVE TWELVE (12) MONTH
PERIOD;
15
(D)
DISPOSITION OF ASSETS - DIRECTLY OR
INDIRECTLY SELL OR OTHERWISE DISPOSE OF, BY CONVEYANCE, TRANSFER, LEASE,
DECLARATION OF TRUST OR BY ANY OTHER MANNER WHATSOEVER, ANY OF ITS PROPERTIES OR
ASSETS, EXCEPT FOR THE SALE OF INVENTORY AND OBSOLETE EQUIPMENT IN THE ORDINARY
COURSE OF BUSINESS;
(E)
CORPORATE CHANGES - LIQUIDATE OR DISSOLVE
OR ENTER INTO ANY AMALGAMATION, CONSOLIDATION, MERGER, PARTNERSHIP, JOINT
VENTURE OR OTHER COMBINATION, OR ENTER INTO ANY LIKE TRANSACTION WHEREBY ALL OR
SUBSTANTIALLY ALL OF ITS UNDERTAKING, PROPERTY AND ASSETS WOULD BECOME THE
PROPERTY OF ANY OTHER CORPORATION OR PERSON, WHETHER BY WAY OF RECONSTRUCTION,
REORGANIZATION, RECAPITALIZATION, CONSOLIDATION, AMALGAMATION, MERGER, TRANSFER,
SALE OR OTHERWISE; ISSUE ANY SECURITIES WHICH WOULD RESULT IN ANY OF THE
COMPANIES ISSUING MORE THAN TEN PERCENT (10%) OF THE ISSUED AND OUTSTANDING
SHARES OF SUCH COMPANY TO AN ENTITY OTHER THAN THE COMPANIES, OR