(O)
THAT IT, WILL PAY AND PERFORM ALL OF ITS
OBLIGATIONS UNDER THE GUARANTOR CREDIT DOCUMENTS AND PAY AND PERFORM (I) ALL
TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES THAT MAY BE LEVIED OR ASSESSED
UPON IT OR ITS PROPERTY, WHICH IF NOT PAID OR PERFORMED WOULD HAVE A MATERIAL
ADVERSE EFFECT AND (II) ALL OTHER INDEBTEDNESS, OBLIGATIONS AND LIABILITIES IN
ACCORDANCE WITH CUSTOMARY TRADE PRACTICES, WHICH IF NOT PAID WOULD HAVE A
MATERIAL ADVERSE EFFECT; PROVIDED THAT IT MAY CONTEST ANY TAX, ASSESSMENT OR
OTHER GOVERNMENTAL CHARGE IN GOOD FAITH SO LONG AS ADEQUATE RESERVES ARE
MAINTAINED WITH RESPECT THERETO IN ACCORDANCE WITH GAAP;
(P)
THAT IT, WILL CONTINUE TO ENGAGE IN BUSINESS
OF THE SAME GENERAL TYPE AS CONDUCTED BY IT ON SEPTEMBER 1, 2004 AND PRESERVE
AND MAINTAIN ITS CORPORATE EXISTENCE AND ALL RIGHTS, FRANCHISES, LICENSES AND
PRIVILEGES NECESSARY TO THE CONDUCT OF ITS BUSINESS, AND QUALIFY AND REMAIN
QUALIFIED AS A FOREIGN CORPORATION (OR PARTNERSHIP, LIMITED LIABILITY COMPANY OR
OTHER SUCH SIMILAR ENTITY, AS THE CASE MAY BE) AND AUTHORIZED TO DO BUSINESS IN
EACH JURISDICTION IN WHICH THE FAILURE TO SO
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QUALIFY WOULD HAVE A MATERIAL ADVERSE EFFECT AND SHALL MAINTAIN ALL LICENSES,
PERMITS AND REGISTRATIONS NECESSARY FOR THE CONDUCT OF ITS OPERATIONS, EXCEPT TO
THE EXTENT THAT THE FAILURE TO DO SO COULD NOT REASONABLY EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT;
(Q)
THAT IT, WILL KEEP ALL MATERIAL PROPERTY
USEFUL AND NECESSARY IN ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION
(ORDINARY WEAR AND TEAR AND OBSOLESCENCE EXCEPTED);
(R)
THAT IT, WILL MAINTAIN WITH FINANCIALLY
SOUND AND REPUTABLE INSURANCE COMPANIES INSURANCE ON ALL ITS MATERIAL PROPERTY
IN AT LEAST SUCH AMOUNTS AND AGAINST AT LEAST SUCH RISKS AS ARE USUALLY INSURED
AGAINST IN THE SAME GENERAL AREA BY COMPANIES ENGAGED IN THE SAME OR A SIMILAR
BUSINESS; AND FURNISH TO ROYAL, UPON REASONABLE WRITTEN REQUEST, FULL
INFORMATION AS TO THE INSURANCE CARRIED; PROVIDED, HOWEVER, THAT THE GUARANTOR
AND ITS SUBSIDIARIES MAY MAINTAIN SELF INSURANCE PLANS TO THE EXTENT COMPANIES
OF SIMILAR SIZE AND IN SIMILAR BUSINESSES DO SO;
(S)
THAT IT, WILL KEEP PROPER BOOKS AND RECORDS
OF ACCOUNTS IN WHICH FULL, TRUE AND CORRECT ENTRIES IN CONFORMITY WITH GAAP AND
ALL REQUIREMENTS OF LAW SHALL BE MADE OF ALL DEALINGS AND TRANSACTIONS IN
RELATION TO ITS BUSINESSES AND ACTIVITIES; AND, PROVIDED THAT ROYAL USES
REASONABLE EFFORTS TO MINIMIZE DISRUPTION TO THE BUSINESS OF THE GUARANTOR AND
ITS SUBSIDIARIES, PERMIT REPRESENTATIVES OF ROYAL, FROM TIME TO TIME, TO VISIT
AND INSPECT ITS PROPERTIES AND TO INSPECT, AUDIT AND MAKE EXTRACTS FROM ITS
BOOKS, RECORDS AND FILES, INCLUDING WITHOUT LIMITATION MANAGEMENT LETTERS
PREPARED BY INDEPENDENT ACCOUNTANTS AND TO DISCUSS WITH ITS PRINCIPAL OFFICERS,
AND ITS INDEPENDENT ACCOUNTANTS, ITS BUSINESS, ASSETS, LIABILITIES, FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND BUSINESS PROSPECTS;
(T)
THAT IT, WILL GIVE NOTICE IN WRITING TO
ROYAL OF:
(1)
PROMPTLY, BUT IN ANY EVENT WITHIN FIVE (5)
BUSINESS DAYS AFTER A RESPONSIBLE OFFICER OF THE GUARANTOR KNOWS THEREOF, THE
OCCURRENCE