AS ALL MSC SUBORDINATED DEBT HAS BEEN PAID IN FULL;
(V)
FIFTH, 100% OF ANY SUCH AVAILABLE CASH
REMAINING AFTER MAKING ALL THE PAYMENTS PURSUANT TO SECTION 7.7(A)(I), SECTION
7.7(A)(II), SECTION 7.7(A)(III), AND SECTION 7.7(A)(IV) TO THE HOLDER OR HOLDERS
OF SHAREHOLDER LOANS, ON A PRO RATA BASIS IN ACCORDANCE WITH THE
THEN-OUTSTANDING PRINCIPAL AMOUNTS THEREOF, IN PAYMENT OR PREPAYMENT THEREOF, AS
APPLICABLE AND WITHOUT DUPLICATION, UNTIL SUCH TIME AS ALL SHAREHOLDER LOANS
HAVE BEEN PAID IN FULL; AND
(VI)
SIXTH, 100% OF ANY SUCH AVAILABLE CASH
REMAINING AFTER MAKING ALL THE PAYMENTS PURSUANT TO SECTION 7.7(A)(I), SECTION
7.7(A)(II), SECTION 7.7(A)(III),
SECTION 7.7(A)(IV), AND SECTION 7.7(A)(V) TO
THE SHAREHOLDERS, ON A PRO RATA BASIS IN ACCORDANCE WITH THEIR THEN-OUTSTANDING
SHARES, AS CASH DIVIDENDS IN AN AGGREGATE AMOUNT EQUAL TO, BUT NOT GREATER THAN,
THE MAXIMUM AMOUNT PERMITTED TO BE DISTRIBUTED AS A DIVIDEND PURSUANT TO
APPLICABLE LAW.
(B)
SUBJECT TO ANY CONTRARY DETERMINATION MADE IN ACCORDANCE WITH
SECTION 2.3(A)(XIV), IF APPLICABLE, THE SHAREHOLDERS HEREBY AGREE TO VOTE THEIR
SHARES IN FAVOR OF, AND TO INSTRUCT ANY DIRECTORS OR ALTERNATE DIRECTORS
APPOINTED BY THEM TO VOTE IN FAVOR OF, ANY AND ALL ACTIONS THAT ARE NECESSARY OR
APPROPRIATE ACTIONS IN ORDER TO CAUSE MSC AND ITS SUBSIDIARIES TO ADOPT ANY
DECISIONS AND TAKE ANY ACTIONS THAT MAY BE NECESSARY TO PERMIT THE FOREGOING
ACTIONS PURSUANT TO THIS SECTION 7.7.
SECTION 7.8
COMPLIANCE WITH LAW.
MSC SHALL COMPLY IN ALL MATERIAL
RESPECTS WITH APPLICABLE LAWS IN THE CONDUCT OF ITS BUSINESS, INCLUDING
COMPLIANCE WITH (AND TAKING REASONABLE PRECAUTIONS TO ASSURE COMPLIANCE BY ITS
SUBSIDIARIES, IF ANY, WITH) THE U.S. FOREIGN CORRUPT PRACTICES ACT (SECTION 30-A
OF THE U.S. SECURITIES EXCHANGE ACT OF 1934) AND ANY SIMILAR APPLICABLE LAWS OF
JAPAN, SWEDEN, LUXEMBOURG, BOLIVIA, CAYMAN ISLANDS AND SWITZERLAND (SUCH LAWS,
COLLECTIVELY, THE "FCPA").
SECTION 7.9
SUMITOMO EXPLORATION.
(A)
THE PARTIES ACKNOWLEDGE AND AGREE THAT, SO LONG AS THE SUMITOMO
SHAREHOLDERS HAVE AN AGGREGATE INTEREST RATIO OF AT LEAST A 35%, THE MEMBERS OF
THE SUMITOMO CONTROL GROUP SHALL HAVE THE RIGHT, DURING THE TERM OF THIS
AGREEMENT AND IN ACCORDANCE WITH THE TERMS OF THIS SECTION 7.9, TO EXPLORE MSC
PROPERTIES LOCATED OUTSIDE
76
THE ZONE DESIGNATED AS THE "BUFFER ZONE" ("OPEN PROPERTIES"), AS SUCH "BUFFER
ZONE" IS DESCRIBED ON THE MAP ATTACHED HERETO AS SCHEDULE B.
(B)
IF ONE OR MORE OF THE MEMBERS OF THE SUMITOMO CONTROL GROUP ELECTS
TO EXPLORE AN OPEN PROPERTY, THEN THE SUMITOMO SHAREHOLDERS SHALL DELIVER A
WRITTEN NOTICE TO MSC AND THE APEX SHAREHOLDERS, WHICH NOTICE SHALL SPECIFY THE
OPEN PROPERTY (THE "SELECTED OPEN PROPERTY") THE SUMITOMO CONTROL GROUP DESIRES
TO EXPLORE AND THE MEMBER OF THE SUMITOMO CONTROL GROUP THAT WILL CONDUCT THE
EXPLORATION (THE "DESIGNATED SCG MEMBER").
UPON RECEIPT THEREOF, MSC SHALL AS
PROMPTLY AS PRACTICABLE MAKE A DETERMINATION AS TO WHETHER THE SELECTED OPEN
PROPERTY IS SUBJECT TO ANY RESTRICTIONS UNDER APPLICABLE LAW, THE FINANCING
DOCUMENTS, OR ANY GOVERNMENTAL AUTHORITY THAT WOULD PROHIBIT THE DESIGNATED SCG
MEMBER'S EXPLORATION OF THE SELECTED OPEN