27 twenty-eight 11(i) Insurance policies. Get and maintain insurance policies having responsible businesses such numbers and you will facing for example risks once the are often sent from the enterprises engaged in equivalent companies similarly built, plus, without restriction, mistakes and omissions coverage and you can fidelity visibility, and present the fresh Management Representative to your demand complete advice as to every for example insurance rates.

Negative Covenants

11(j) Indemnification. For each Indemnified Team believes that it’ll timely notify the Father or mother of any allege, step otherwise match asserted otherwise commenced facing it hence the fresh Father or mother could possibly get assume brand new defense thereof that have the recommendations relatively high enough so you’re able to instance Indemnified Party in the Parent’s best bills, one like Indemnified Cluster often work to your Moms and dad towards like security, and this particularly Indemnified Class will not accept such claim, step otherwise suit without having any consent of your Parent; offered, however, one regardless of if particularly Indemnified People is not reasonably met which have eg coverage, instance Indemnified Group will get imagine like protection that have guidance satisfactory to help you like Indemnified Party from the Parent’s just debts. The fresh indemnification personal debt of the Company as well as the Mother or father not as much as so it Paragraph 11(j) shall endure termination associated with the Arrangement and you will fee completely out-of the new Loans.

several. All the Providers together with Mother or father hereby agrees you to definitely, for as long as one Personal debt are nevertheless unpaid otherwise any Lender enjoys one obligation and loans San Francisco then make Loans hereunder, none the company nor the fresh Parent shall, neither will the firm or the Mother allow one Part of the business and/or Parent so you’re able to, anytime, actually or ultimately:

12(a) Liens. Create, happen, imagine or experience to survive, people Lien up on brand new Security except while the considered by Safety Contract or would, sustain, suppose or sustain to survive people Lien upon any of its almost every other assets and property (in addition to maintenance rights) except:

(1) Liens otherwise charges for most recent taxes, examination or any other political fees which are not outstanding or hence will still be payable without penalty, or even the validity at which are contested from inside the good-faith by appropriate legal proceeding through to sit out-of delivery of your administration thereof, considering the company and/or Mother, just like the relevant, shall has arranged for the the courses and you can should look after adequate reserves toward payment out of same into the conformity which have GAAP;

Use the same lender just like the “custodian” or “guarantee agent” for everyone of their borrowing institution secured by the Mortgages owned by Team or perhaps the Parent

twenty eight 31 (2) Liens, dumps otherwise pledges designed to safe statutory debt, surety or notice ties, or bonds on the launch of parts or for stand out-of delivery, or perhaps to keep the performance out-of estimates, tenders, contracts (besides to your percentage out of borrowed money), renting or even for purposes of eg standard character regarding normal span of their or perhaps the Parent’s team;

(3) Purchase-money shelter passion getting property hereafter gotten, conditional revenue preparations, or other term retention arrangements, with respect to property hereafter gotten; given, not, you to zero such safety notice or agreement should apply at one servicing legal rights or continue to any possessions apart from the home gotten; and you will

12(b) Indebtedness. Perform, incur, suppose otherwise experience to thrive, otherwise feel or perhaps be liable according out-of, any Indebtedness but:

(6) Unsecured Indebtedness consisting of head borrowings regarding independent businesses sustained on average course of company, including Indebtedness incurred pursuant so you’re able to societal debt offerings; and you will

12(c) Consolidation and you can Merger. Liquidate otherwise melt, or enter any combination, merger, connection, joint venture, syndicate or other integration until: (1) the business in addition to Parent continue to be just like the separate surviving organizations following such combination, merger, relationship, partnership, syndicate and other combination of the sometimes the company or perhaps the Mother or father, correspondingly, (2) new reasonable market price of one’s complete possessions of one’s most other Individual class to help you such as for instance combination, merger, commitment, m&a, syndicate and other combination when combined with reasonable market price of full possessions acquired using almost every other combination, merger, commitment, jv syndicate or other integration adopting the day hereof, will not exceed twenty % (20%) of complete possessions of Parent (computed according to GAAP to your an excellent consolidated base) instantly ahead of the proposed effective time of such integration, merger, union, m&a, syndicate or other consolidation, and (3) no Possible Default or Skills off Standard exists immediately before, otherwise arise down seriously to, like combination, merger, relationship, jv, syndicate and other combination.