IN ITS DISCRETION CONVERT THE AMOUNT RECEIVED INTO
THE CURRENCY OF THE APPLICABLE OBLIGATIONS AND SUCH OBLIGATIONS SHALL BE REDUCED
SOLELY TO THE EXTENT OF THE AMOUNT RECEIVED UPON SUCH CONVERSION AND APPLIED TO
SUCH OBLIGATIONS.
(B)
MANDATORY PREPAYMENTS.
(1)
OVERADVANCE.
SUBJECT TO SUBSECTION 9.9, AT ANY TIME THAT THE
REVOLVING LOAN EXCEEDS THE MAXIMUM REVOLVING LOAN AMOUNT, BORROWER SHALL,
IMMEDIATELY REPAY THE REVOLVING LOAN TO THE EXTENT NECESSARY TO REDUCE THE
AGGREGATE PRINCIPAL BALANCE TO AN AMOUNT EQUAL TO OR LESS THAN THE MAXIMUM
REVOLVING LOAN AMOUNT.
(2)
PREPAYMENTS FROM PROCEEDS OF ASSET DISPOSITIONS.
IMMEDIATELY UPON
RECEIPT BY BORROWER OR ANY OF ITS SUBSIDIARIES OF ANY NET PROCEEDS IN EXCESS OF
US$100,000 OR THE EQUIVALENT AMOUNT THEREOF IN THE AGGREGATE DURING ANY FISCAL
YEAR, BORROWER SHALL PREPAY THE OBLIGATIONS IN AN AMOUNT EQUAL TO SUCH
PROCEEDS.
ALL SUCH PREPAYMENTS SHALL BE APPLIED TO THE LOANS IN ACCORDANCE WITH
SUBSECTION 2.5; PROVIDED, HOWEVER, THAT IF BORROWER REASONABLY EXPECTS THE NET
PROCEEDS OF ANY ASSET DISPOSITION TO BE REINVESTED WITHIN ONE HUNDRED EIGHTY
(180) DAYS TO REPAIR OR REPLACE SUCH ASSETS WITH LIKE ASSETS, BORROWER SHALL
DELIVER THE PROCEEDS TO
12
AGENT TO BE APPLIED TO THE REVOLVING LOAN AND AGENT SHALL ESTABLISH A RESERVE
AGAINST AVAILABLE FUNDS FOR BORROWING PURPOSES UNDER THE REVOLVING LOAN FOR SUCH
AMOUNT, UNTIL SUCH TIME AS SUCH PROCEEDS HAVE BEEN RE-BORROWED OR APPLIED TO
OTHER OBLIGATIONS AS SET FORTH HEREIN.
IF AS CONTEMPLATED BY THE IMMEDIATELY
PRECEDING SENTENCE, BORROWER ELECTS TO DELIVER SUCH PROCEEDS TO AGENT, BORROWER
MAY, SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, REBORROW SUCH PROCEEDS ONLY FOR SUCH REPAIR OR REPLACEMENT.
(3)
PREPAYMENTS FROM ISSUANCE OF SECURITIES.
IMMEDIATELY UPON THE
RECEIPT BY BORROWER OR ANY OF ITS SUBSIDIARIES OF THE PROCEEDS OF THE ISSUANCE
OF EQUITY SECURITIES (OTHER THAN (I) PROCEEDS OF THE ISSUANCE OF EQUITY
SECURITIES TO BORROWER OR ANY SUBSIDIARY OF BORROWER AND (II) FIFTY PERCENT
(50%) OF THE PROCEEDS OF THE ISSUANCE OF EQUITY SECURITIES TO US BORROWER OR ANY
SUBSIDIARY OF US BORROWER IN A PRIMARY PUBLIC OFFERING, BORROWER SHALL PREPAY
THE REVOLVING LOAN IN AN AMOUNT EQUAL TO SUCH PROCEEDS, NET OF UNDERWRITING
DISCOUNTS AND COMMISSIONS AND OTHER REASONABLE COSTS ASSOCIATED THEREWITH;
PROVIDED THAT, SUCH PREPAYMENT SHALL NOT PERMANENTLY REDUCE THE AGGREGATE
REVOLVING LOAN COMMITMENT.
ALL SUCH PREPAYMENTS SHALL BE APPLIED TO THE LOANS
IN ACCORDANCE WITH SUBSECTION 2.5.
(C)
VOLUNTARY PREPAYMENTS AND REPAYMENTS.
BORROWER MAY, AT ANY TIME
UPON NOT LESS THAN THREE (3) BUSINESS DAYS PRIOR NOTICE TO AGENT, TERMINATE THE
REVOLVING LOAN COMMITMENT; PROVIDED, HOWEVER, THE REVOLVING LOAN COMMITMENT MAY
NOT BE TERMINATED BY BORROWER UNTIL ALL OBLIGATIONS ARE PAID IN FULL AND UNLESS
THE US FACILITY REVOLVING LOAN COMMITMENT IS CONTEMPORANEOUSLY TERMINATED IN
ACCORDANCE WITH THE US FACILITY LOAN AGREEMENT.
ANY PREPAYMENT OF THE
OBLIGATIONS PERMITTED IN THIS SUBSECTION 2.4(C) SHALL BE SUBJECT TO THE PAYMENT
OF ALL FEES SET FORTH IN SUBSECTION 2.3, AND THE PAYMENT OF ANY AMOUNTS OWING
PURSUANT TO SUBSECTION