made by the
Borrower not later than 11:00 a.m. New York time on the date when due, in lawful
money of the United States, and payable to the Agent at its Principal Office in
immediately available funds.
Borrower hereby authorizes the Agent, if and to
the extent payment is not made when due under this Agreement and under the
Bridge Loan Notes, to charge from time to time against any account of Borrower
with the Agent any amount so due.
Whenever any payment to be made under this
Agreement or under the Bridge Loan Notes shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of the payment of interest.
(H)
THE PROCEEDS OF THE BRIDGE LOANS SHALL BE
USED BY BORROWER TO FINANCE: (I) THE PURCHASE OF THE ADDITIONAL TECHNICAL
INFORMATION IN ACCORDANCE WITH THE TERMS OF THE BRIDGEPORT ACQUISITION
AGREEMENT, (II) THE PURCHASE BY THE BORROWER OF THE ROC SHAREHOLDERS UNDER AND
PURSUANT TO THE TERMS OF THE ROC JOINT VENTURE AGREEMENT, AND (III) THE
BORROWER'S PURCHASE OF THE LANDS LOCATED AT AND COMMONLY KNOWN AS 305 NAN-KANG
SUB-SECTION LIN-TZE SECTION, NANTO COUNTY, TAIWAN AND THE BUILDINGS THEREON
(INCLUDING A FOUR-FLOOR OFFICE BUILDING AND A FACTORY WITH TWO FLOORS ABOVE THE
GROUND LEVEL AND ONE BASEMENT BELOW THE GROUND LEVEL)(WITH THE LANDS AND
IMPROVEMENTS LOCATED THEREON BEING COLLECTIVELY REFERRED TO HEREIN AS THE
"TAIWANESE PROPERTY") UNDER AND PURSUANT TO THE TERMS OF THE ROC JOINT VENTURE
AGREEMENT AND IN THE LEASE AGREEMENT ATTACHED THERETO AS AN EXHIBIT THEREOF.
BORROWER WILL NOT, DIRECTLY OR INDIRECTLY, USE ANY PART OF SUCH PROCEEDS FOR THE
PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK WITHIN THE MEANING OF
REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR TO
EXTEND CREDIT TO ANY PERSON FOR THE PURPOSE OF PURCHASING OR CARRYING ANY SUCH
MARGIN STOCK, OR FOR ANY PURPOSE WHICH VIOLATES, OR IS INCONSISTENT WITH,
REGULATION X OF SUCH BOARD OF GOVERNORS.
(I)
PRIOR TO THE DISBURSEMENT OF THE
PROCEEDS OF ANY BRIDGE LOAN THE PRESIDENT, TREASURER, CONTROLLER OR CHIEF
FINANCIAL OFFICER SHALL CERTIFY TO THE AGENT, IN WRITING IN A FORM AND SUBSTANCE
SATISFACTORY TO THE AGENT: (I) AS TO THE USE OF PROCEEDS FOR SAID BRIDGE LOANS,
(II) THAT THE PROPOSED USE OF PROCEEDS IS AND SHALL AT ALL TIMES BE IN
COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND (III) THAT THE
CONSUMMATION OF THE RELEVANT ACQUISITION SHALL BE COMPLETED IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THE RELEVANT AGREEMENTS OR INSTRUMENTS AS
ACKNOWLEDGED AND PERMITTED HEREBY.
NOTWITHSTANDING THE FOREGOING, WHEREVER
HEREIN AN ACQUISITION IS PERMITTED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT
OR INSTRUMENT, NEITHER BORROWER NOR ANY OF ITS SUBSIDIARIES
8
MAY MATERIALLY MODIFY, AMEND, OR WAIVE ANY OF THE TERMS OR CONDITION THEREOF
AFTER THE DATE HEREOF WITHOUT NOTICE