MAY BE LIMITED BY:
(I)
APPLICABLE BANKRUPTCY, INSOLVENCY,
MORATORIUM OR REORGANIZATION OR OTHER LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY;
(II)
THE UNAVAILABILITY OF EQUITABLE REMEDIES
SUCH AS THE REMEDY OF SPECIFIC PERFORMANCE AND INJUNCTION IN ANY PARTICULAR
INSTANCE;
(III)
THE INABILITY OF THE COURTS OF CANADA TO
GIVE JUDGEMENT FOR PAYMENT IN FOREIGN CURRENCIES; AND
(IV)
SUCH OTHER QUALIFICATIONS AND LIMITATIONS AS
COUNSEL FOR ROYAL MAY ACCEPT ACTING REASONABLY;
(D)
SO FAR AS THEY ARE AWARE IN THEIR CAPACITY AS
COUNSEL FOR THE BORROWER IN RESPECT OF THIS TRANSACTION, THERE ARE NO ACTIONS,
PROCEEDINGS OR INVESTIGATIONS PENDING OR THREATENED AGAINST THE BORROWER WHICH
QUESTION THE VALIDITY OF THE AGREEMENT OR ROYAL'S SECURITY OR THE VALIDITY OF
ANY ACT TO BE TAKEN PURSUANT THERETO,
and, in addition, dealing with such other matters incidental to the transactions
contemplated by the Agreement as Royal may reasonably and properly require;
34
(7)
AN OPINION OF MESSRS. BULL, HOUSSER &
TUPPER, COUNSEL FOR ROYAL (IN FORM AND CONTENT SATISFACTORY TO ROYAL BUT SUBJECT
TO THE USUAL ASSUMPTIONS AND QUALIFICATIONS) TO THE EFFECT THAT THE AGREEMENT
AND ROYAL'S SECURITY HAVE BEEN EXECUTED BY ALL PARTIES THERETO AND DELIVERED TO
ROYAL AND THAT SUCH ITEMS OF ROYAL'S SECURITY WHICH REQUIRE REGISTRATION OR
FILING HAVE BEEN REGISTERED OR FILED IN ALL PLACES AND OFFICES IN BRITISH
COLUMBIA AND ELSEWHERE (AS MAY BE DETERMINED BY COUNSEL FOR ROYAL) WHERE SUCH
REGISTRATION OR FILING IS NECESSARY;
(B)
DELIVERY BY THE GUARANTOR TO ROYAL OF THE
FOLLOWING:
(1)
THE DULY EXECUTED GUARANTEE AND
SUBORDINATION AGREEMENT;
(2)
A CERTIFICATE OF GOOD STANDING FOR THE
GUARANTOR;
(3)
A CERTIFIED COPY OF A RESOLUTION OR
RESOLUTIONS OF THE GUARANTOR'S BOARD OF DIRECTORS OR A DULY CONSTITUTED AND
AUTHORIZED COMMITTEE OF THE GUARANTOR'S BOARD OF DIRECTORS AUTHORIZING THE
GUARANTOR TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT
AND THE INSTRUMENTS, AGREEMENTS, CERTIFICATES, PAPERS AND OTHER DOCUMENTS
CONTEMPLATED HEREIN, INCLUDING THE GUARANTEE AND THE SUBORDINATION AGREEMENT AND
THE MANNER IN WHICH AND BY WHOM THE FOREGOING DOCUMENTS ARE TO BE EXECUTED AND
DELIVERED;
(4)
AN INCUMBENCY CERTIFICATE OF THE GUARANTOR
SETTING FORTH THE NAMES OF ITS DIRECTORS AND OFFICERS AND SPECIMEN SIGNATURES OF
THE INDIVIDUALS WHO SIGN THE AGREEMENT, THE GUARANTEE, THE SUBORDINATION
AGREEMENT AND THE OTHER INSTRUMENTS, AGREEMENTS, CERTIFICATES, PAPERS AND OTHER
DOCUMENTS PROVIDED FOR OR CONTEMPLATED THEREIN;
(5)
A FAVOURABLE OPINION OF COUNSEL FOR THE
GUARANTOR (IN FORM AND CONTENT SATISFACTORY TO THE SOLICITORS FOR ROYAL)
SUBSTANTIALLY TO THE EFFECT THAT:
(A)
THE GUARANTOR IS A CORPORATION DULY ORGANIZED
AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, U.S.A., AND IS IN GOOD
STANDING IN THAT JURISDICTION;
(B)
THE GUARANTOR HAS ALL REQUISITE CORPORATE
POWER AND CAPACITY TO GUARANTEE THE OBLIGATIONS OF THE BORROWER, TO ENTER INTO,
OBSERVE AND PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT, THE GUARANTEE AND THE
SUBORDINATION AGREEMENT;
(C)
THE GUARANTOR HAS TAKEN ALL NECESSARY
CORPORATE ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF ITS
OBLIGATIONS UNDER THE AGREEMENT, THE GUARANTEE AND THE SUBORDINATION AGREEMENT;
35