(D)
EACH OF THE AGREEMENT, THE GUARANTEE AND THE
SUBORDINATION AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE
GUARANTOR AND CONSTITUTES LEGAL, VALID AND BINDING OBLIGATIONS OF THE GUARANTOR,
ENFORCEABLE AGAINST THE GUARANTOR IN ACCORDANCE WITH ITS RESPECTIVE TERMS, SAVE
AS ENFORCEABILITY MAY BE LIMITED BY:
(I)
APPLICABLE BANKRUPTCY, INSOLVENCY,
FRAUDULENT TRANSFER, MORATORIUM OR REORGANIZATION OR OTHER SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY, AND
(II)
GENERAL PRINCIPLES OF EQUITY AND THE
UNAVAILABILITY OF THE REMEDIES OF SPECIFIC PERFORMANCE AND INJUNCTION IN ANY
PARTICULAR INSTANCE;
(E)
SO FAR AS THEY ARE AWARE IN THEIR CAPACITY
AS COUNSEL TO THE GUARANTOR, THERE IS NO ACTION, SUIT, PROCEEDING OR
INVESTIGATION PENDING OR THREATENED AGAINST THE GUARANTOR WHICH QUESTIONS THE
VALIDITY OF THE AGREEMENT, THE GUARANTEE OR THE SUBORDINATION AGREEMENT OR THE
VALIDITY OF ANY ACT TO BE TAKEN PURSUANT THERETO;
(F)
SO FAR AS THEY ARE AWARE IN THEIR CAPACITY
AS COUNSEL TO THE GUARANTOR, NEITHER THE EXECUTION AND DELIVERY OF THE
AGREEMENT, THE GUARANTEE OR THE SUBORDINATION AGREEMENT BY THE GUARANTOR NOR THE
FULFILMENT OR COMPLIANCE WITH THE TERMS THEREOF:
(I)
CONTRAVENES OR RESULTS IN A BREACH OF
ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF THE CHARTER OF THE GUARANTOR, OR
(II)
CONTRAVENES OR RESULTS IN ANY BREACH OF OR
CONSTITUTES A DEFAULT UNDER ANY MATERIAL AGREEMENT TO WHICH THE GUARANTOR IS A
PARTY OR BY WHICH IT IS BOUND;
(C)
THE BORROWER SHALL HAVE PAID ALL FEES AND
EXPENSES THEN DUE TO ROYAL INCLUDING THE ARRANGEMENT FEE DUE UNDER §3.28 AND ANY
REASONABLE LEGAL FEES INVOICED PRIOR TO THE CLOSING DATE.
5.2
CONDITIONS PRECEDENT TO SUBSEQUENT BORROWINGS
It shall be a condition of each advance, renewal or conversion that the
representations and warranties contained in Section 2 hereof shall be true on
and as of the date of each advance, renewal or conversion and that Royal is
satisfied that there has been no material adverse change in the financial
condition or operation of the Borrower or the Guarantor.
The Borrower will,
upon request of Royal, deliver to Royal a certificate or certificates of an
officer on behalf of the Borrower or the Guarantor to that effect.
36
6.
COVENANTS OF THE BORROWER AND THE
GUARANTOR
6.1
BORROWER'S COVENANTS
The Borrower covenants and agrees with Royal as follows:
Positive Covenants of Borrower
(A)
THAT IT WILL DULY AND PUNCTUALLY PAY OR
CAUSE TO BE PAID ALL AMOUNTS REQUIRED TO BE PAID BY IT TO ROYAL PURSUANT TO THE
AGREEMENT, INCLUDING PRINCIPAL, INTEREST, DEFAULT INTEREST, DOCUMENTARY CREDIT
FEES, SWAP TERMINATION VALUES, STANDBY FEES, FEES FOR SWAP CONTRACTS AND ANY
OTHER FEES AND AMOUNTS, ON THE DAY, AT THE PLACE, IN THE CURRENCIES AND IN THE
MANNER SET FORTH HEREIN;
(B)
THAT IT WILL DULY OBSERVE AND PERFORM OR
CAUSE TO BE OBSERVED AND PERFORMED EACH AND ALL OF THE COVENANTS AND AGREEMENTS
REQUIRED BY IT TO BE OBSERVED AND PERFORMED AS SET FORTH IN THE AGREEMENT AND
ROYAL'S SECURITY;
(C)
THAT IT WILL MAINTAIN INSURANCE COVERAGE AT
ALL TIMES