the choice of law provisions in the Guarantee and those provisions in
Royal's Security describing the collateral over which security is taken or which
allow for dispositions of such collateral free from such security, which shall
prevail, if there is any discrepancy or inconsistency between the terms of the
Agreement and the terms of Royal's Security the terms of the Agreement shall
prevail.
4.3
PAYMENT
Notwithstanding that the Guarantee, the Borrower Guarantees and the Borrower
Subsidiaries' Guarantees are expressed to be payable on demand, Royal will not
demand payment thereof except when an Event of Default has occurred and is
continuing.
4.4
GUARANTEES
Notwithstanding the aggregate dollar limitations on liability under the
Guarantee, the Borrower Guarantees and the Borrower Subsidiaries' Guarantees,
Royal acknowledges that the respective dollar limitations set out in those
guarantees are not intended to be cumulative.
5.
CREDIT FACILITY CONDITIONS PRECEDENT
5.1
CONDITIONS PRECEDENT TO INITIAL BORROWINGS
Royal shall not be obliged to make an initial advance of the Credit Facility
unless, on the Closing Date, all representations and warranties contained in
Section 2 of the Agreement are true and correct, no Event of Default has
occurred and is continuing and upon each of the following conditions being
satisfied:
50
(A)
DELIVERY BY THE BORROWER TO ROYAL OF THE
FOLLOWING:
(1)
DULY EXECUTED COPIES OF THE AGREEMENT
TOGETHER WITH ALL DOCUMENTS WHICH THE BORROWER HAS COVENANTED TO DELIVER UNDER
THE AGREEMENT AND ANY OTHER DOCUMENTS OR INSTRUMENTS AS IN THE OPINION OF
COUNSEL FOR ROYAL ARE REASONABLY NECESSARY OR APPROPRIATE TO RENDER EFFECTIVE
THE AGREEMENT;
(2)
A CERTIFICATE OF GOOD STANDING FOR THE
BORROWER AND EACH OF THE BORROWER SUBSIDIARIES FROM THE OFFICE OF THE BRITISH
COLUMBIA REGISTRAR OF COMPANIES;
(3)
A CERTIFIED COPY OF THE CHARTER FOR THE
BORROWER;
(4)
A CERTIFIED COPY OF A RESOLUTION OR
RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE BORROWER OR A DULY CONSTITUTED AND
AUTHORIZED COMMITTEE OF ITS DIRECTORS AND EACH OF THE BORROWER SUBSIDIARIES
AUTHORIZING IT TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THE
AGREEMENT AND ROYAL'S SECURITY AND THE INSTRUMENTS, AGREEMENTS, CERTIFICATES,
PAPERS AND OTHER DOCUMENTS CONTEMPLATED HEREIN AND THEREIN AND THE MANNER IN
WHICH AND BY WHOM THE FOREGOING DOCUMENTS ARE TO BE EXECUTED AND DELIVERED;
(5)
AN INCUMBENCY CERTIFICATE OF THE BORROWER
AND EACH OF THE BORROWER SUBSIDIARIES SETTING FORTH THE NAMES OF ITS DIRECTORS
AND OFFICERS AND SPECIMEN SIGNATURES OF THE INDIVIDUALS WHO SIGN THE AGREEMENT
AND ROYAL'S SECURITY AND THE INSTRUMENTS, AGREEMENTS, CERTIFICATES, PAPERS AND
OTHER DOCUMENTS PROVIDED FOR OR CONTEMPLATED THEREIN;
(6)
A CERTIFICATE SIGNED BY THE CHIEF FINANCIAL
OFFICER OR OTHER RESPONSIBLE PERSON CERTIFYING:
(A)
THAT THE GUARANTOR IS NOT IN DEFAULT UNDER THE
GUARANTOR CREDIT AGREEMENT;
(B)
THERE IS NO MATERIAL LITIGATION PENDING OR
THREATENED AGAINST THE BORROWER OTHER THAN AS DISCLOSED IN THE DECEMBER 31, 2003
ANNUAL REPORT;
(C)
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN
THE FINANCIAL CONDITIONS AND OPERATIONS OF THE GUARANTOR OR ANY OF ITS
SUBSIDIARIES SINCE THE DATE OF THE GUARANTOR'S MOST