DOCUMENTS AND LEGAL MATTERS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE GUARANTOR CREDIT AGREEMENT
SHALL HAVE BEEN COMPLETED PRIOR TO THE CLOSING DATE.
5.2
CONDITIONS PRECEDENT TO SUBSEQUENT BORROWINGS
It shall be a condition of each subsequent advance, renewal or conversion under
the Credit Facility that:
(A)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTION 2 HEREOF SHALL BE TRUE ON AND AS OF THE DATE OF EACH
ADVANCE, RENEWAL OR CONVERSION;
(B)
ROYAL IS SATISFIED THAT THERE HAS BEEN NO
MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION OR OPERATION OF THE BORROWER
OR THE GUARANTOR; AND
54
(C)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING ON SUCH DATE OR AFTER GIVING EFFECT TO SUCH ADVANCE,
RENEWAL OR CONVERSION.
The Borrower will, upon request of Royal, deliver to Royal a certificate or
certificates of an officer on behalf of the Borrower or the Guarantor to that
effect.
6.
COVENANTS OF THE BORROWER AND THE
GUARANTOR
6.1
BORROWER'S COVENANTS
The Borrower covenants and agrees with Royal as follows:
Positive Covenants of the Borrower
(A)
THAT IT WILL DULY AND PUNCTUALLY PAY OR
CAUSE TO BE PAID ALL AMOUNTS REQUIRED TO BE PAID BY IT TO ROYAL PURSUANT TO THE
AGREEMENT, INCLUDING PRINCIPAL, INTEREST, DEFAULT INTEREST, DOCUMENTARY CREDIT
FEES, SWAP TERMINATION VALUES, THE FACILITY FEE, FEES FOR SWAP CONTRACTS AND ANY
OTHER FEES AND AMOUNTS, ON THE DAY, AT THE PLACE, IN THE CURRENCIES AND IN THE
MANNER SET FORTH HEREIN;
(B)
THAT IT WILL DULY OBSERVE AND PERFORM OR
CAUSE TO BE OBSERVED AND PERFORMED EACH AND ALL OF THE COVENANTS AND AGREEMENTS
REQUIRED BY IT TO BE OBSERVED AND PERFORMED AS SET FORTH IN THE AGREEMENT AND
ROYAL'S SECURITY;
(C)
THAT IT WILL MAINTAIN INSURANCE COVERAGE AT
ALL TIMES AND WILL FORTHWITH NOTIFY ROYAL UPON THE HAPPENING OF ANY LOSS WHICH
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE FINANCIAL
CONDITION OR OPERATIONS OF THE BORROWER AND IF INSURANCE COVERAGE IS PROVIDED BY
THIRD PARTY INSURERS, IT SHALL DULY AND PUNCTUALLY PAY ALL PREMIUMS AND OTHER
SUMS OF MONEY FOR MAINTAINING SUCH INSURANCE;
(D)
THAT IT WILL AND IT WILL CAUSE EACH OF ITS
SUBSIDIARIES TO FILE ALL MATERIAL TAX RETURNS INCLUDING INCOME TAX RETURNS,
CORPORATION CAPITAL TAX RETURNS AND OTHER TAX FILINGS IN ALL REQUIRED
JURISDICTIONS;
(E)
THAT IT WILL AND IT WILL CAUSE EACH OF ITS
SUBSIDIARIES TO PAY ALL MATERIAL TAXES (EXCEPT TAXES IN DISPUTE WHICH ARE BEING
CONTESTED IN GOOD FAITH) INCLUDING INTEREST AND PENALTIES AND WILL PAY OR MAKE
ADEQUATE RESERVES FOR THE ULTIMATE PAYMENT OF ANY TAX PAYMENT WHICH IS BEING
CONTESTED;
(F)
THAT IT WILL AND IT WILL CAUSE EACH OF
ITS SUBSIDIARIES TO ACTIVELY AND DILIGENTLY CONTEST OR CAUSE TO BE CONTESTED IN
GOOD FAITH, BY APPROPRIATE AND TIMELY PROCEEDINGS, OR EFFECT A TIMELY AND
PROVIDENT SETTLEMENT OF ANY ACTION, SUIT, LITIGATION OR OTHER PROCEEDING THE
RESULT OF WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
ON THE FINANCIAL