SUBSIDIARIES, AND NO APPLICATION HAS BEEN BROUGHT TO STAY SUCH WRIT
OF EXECUTION, ATTACHMENT OR SIMILAR PROCESS WHICH APPLICATION HAS, IN THE
REASONABLE OPINION OF ROYAL, A REASONABLE CHANCE OF SUCCESS;
(J)
IF IT SHALL BECOME ILLEGAL OR UNLAWFUL
FOR THE BORROWER OR ANY OF ITS SUBSIDIARIES OR THE GUARANTOR TO CARRY ON ITS
BUSINESS OR TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT;
(K)
IF THE BORROWER OR ANY OF ITS SUBSIDIARIES
SUSPENDS OR CEASES OR THREATENS TO SUSPEND OR CEASE BUSINESS, UNLESS OTHERWISE
PERMITTED UNDER §6.1(P) HEREOF;
(L)
IF THE BORROWER OR ANY OF ITS
SUBSIDIARIES MAKES OR THREATENS TO MAKE A DISPOSITION OF ALL OR A SUBSTANTIAL
PART OF ITS UNDERTAKING, PROPERTY AND ASSETS, WHETHER IN ONE TRANSACTION OR IN A
SERIES OF RELATED TRANSACTIONS, UNLESS OTHERWISE PERMITTED UNDER §6.1(Q) HEREOF;
(M)
AN ERISA EVENT OCCURS WITH RESPECT TO A
PENSION PLAN OR MULTIEMPLOYER PLAN WHICH HAS RESULTED OR COULD REASONABLY BE
EXPECTED TO RESULT IN LIABILITY OF THE GUARANTOR UNDER TITLE IV OF ERISA TO THE
PENSION PLAN, MULTIEMPLOYER PLAN OR THE PBGC IN AN AGGREGATE AMOUNT IN EXCESS OF
THE THRESHOLD AMOUNT, OR (II) THE GUARANTOR OR ANY ERISA AFFILIATE FAILS TO PAY
WHEN DUE, AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD, ANY INSTALMENT
PAYMENT WITH RESPECT TO ITS WITHDRAWAL LIABILITY UNDER SECTION 4201 OF ERISA
UNDER A MULTIEMPLOYER PLAN IN AN AGGREGATE AMOUNT IN EXCESS OF THE THRESHOLD
AMOUNT.
7.2
REMEDIES
If an Event of Default occurs and is continuing, provided the Event of Default
has not been waived by Royal or the Borrower has not theretofore remedied all
outstanding Events of Default within the prescribed time period or such longer
period of time as Royal may permit, Royal may, by notice to the Borrower:
(A)
TERMINATE ITS OBLIGATIONS HEREUNDER TO MAKE
THE CREDIT FACILITY AVAILABLE TO THE BORROWER, ISSUE DOCUMENTARY CREDITS, ENTER
INTO SWAP CONTRACTS OR PROVIDE EFT TRANSFERS OR PDS SERVICES;
(B)
DECLARE BORROWINGS UNDER THE CREDIT
FACILITY, INTEREST, STANDBY FEES, DOCUMENTARY CREDIT, FEES, COSTS INCLUDING SWAP
TERMINATION VALUES AND ANY OTHER MONEYS OWING TO ROYAL BY THE BORROWER UNDER THE
AGREEMENT, INCLUDING AMOUNTS OWING OR LIABILITIES IN RESPECT OF DOCUMENTARY
CREDITS, EFT TRANSFERS
44
AND PDS SERVICES WHICH HAVE NOT YET MATURED, TO BE IMMEDIATELY DUE AND PAYABLE
ON THE DATE WHICH IS FIFTEEN BUSINESS DAYS AFTER ROYAL DELIVERS SUCH NOTICE TO
THE BORROWER, OR THAT EARLIER DATE ON OR AFTER DELIVERY OF SUCH NOTICE WHEN
ROYAL DETERMINES IN ITS REASONABLE DISCRETION THAT THE BUSINESS OR OPERATIONS OF
THE BORROWER MAY BE MATERIALLY PREJUDICED, ENDANGERED OR ADVERSELY AFFECTED
("ACCELERATION DATE") AND SUCH MONEYS AND LIABILITIES SHALL FORTHWITH BECOME DUE
AND PAYABLE ON THE ACCELERATION DATE WITHOUT PRESENTMENT, DEMAND, PROTEST OR
OTHER NOTICE OF ANY KIND TO THE BORROWER, ALL OF WHICH ARE HEREBY EXPRESSLY
WAIVED;
(C)
ENFORCE ALL RIGHTS AND REMEDIES GRANTED
UNDER ROYAL'S SECURITY PROVIDED THAT ANY ENFORCEMENT SHALL NOT BE COMMENCED
UNTIL AFTER THE ACCELERATION DATE;
(D)
CONVERT U.S. ADVANCES TO CANADIAN FUNDS;
(E)
TERMINATE ANY SWAP CONTRACT