OF ERISA, (V) THE
BORROWER, ANY OF ITS SUBSIDIARIES OR ANY COMMONLY CONTROLLED ENTITY SHALL, OR IN
THE REASONABLE OPINION OF THE REQUIRED LENDERS IS LIKELY TO, INCUR ANY LIABILITY
IN CONNECTION WITH A WITHDRAWAL FROM, OR THE INSOLVENCY OR REORGANIZATION OF,
ANY MULTIEMPLOYER PLAN OR (VI) ANY OTHER SIMILAR EVENT OR CONDITION SHALL OCCUR
OR EXIST WITH RESPECT TO A PLAN; AND IN EACH CASE IN CLAUSES (I) THROUGH (VI)
ABOVE, SUCH EVENT OR CONDITION, TOGETHER WITH ALL OTHER SUCH EVENTS OR
CONDITIONS, IF ANY, COULD HAVE A MATERIAL ADVERSE EFFECT;
(U)
THERE SHALL OCCUR A CHANGE OF CONTROL;
(V)
AT ANY TIME AFTER THE EXECUTION AND DELIVERY
THEREOF, THE GUARANTY (AS DEFINED IN THE GUARANTOR CREDIT AGREEMENT) FOR ANY
REASON, OTHER THAN THE SATISFACTION IN FULL OF ALL CREDIT PARTY OBLIGATIONS,
SHALL CEASE TO BE IN FULL FORCE AND EFFECT (OTHER THAN IN ACCORDANCE WITH ITS
TERMS) OR SHALL BE DECLARED TO BE NULL AND VOID, OR ANY CREDIT PARTY SHALL
CONTEST THE VALIDITY OR ENFORCEABILITY OF THE GUARANTY (AS DEFINED IN THE
GUARANTOR CREDIT AGREEMENT) OR ANY GUARANTOR CREDIT DOCUMENT IN WRITING OR DENY
IN WRITING THAT IT HAS ANY FURTHER LIABILITY, INCLUDING WITH RESPECT TO FUTURE
ADVANCES BY THE LENDERS, UNDER ANY GUARANTOR CREDIT DOCUMENT TO WHICH IT IS A
PARTY; OR
(W)
ANY OTHER GUARANTOR CREDIT DOCUMENT SHALL FAIL
TO BE IN FULL FORCE AND EFFECT OR TO GIVE THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT AND/OR THE LENDERS THE RIGHTS, POWERS AND PRIVILEGES PURPORTED
TO BE CREATED THEREBY (EXCEPT AS SUCH DOCUMENTS MAY BE TERMINATED OR NO LONGER
IN FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS THEREOF, OTHER THAN THOSE
INDEMNITIES AND PROVISIONS WHICH BY THEIR TERMS SHALL SURVIVE).
74
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, FACILITY FEE, 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 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