Common use of Principal Prepayments Clause in Contracts

Principal Prepayments. (a) In anticipation of any repayment or prepayment of any Accommodation under a Credit Facility, other than pursuant to a Rollover or Conversion, the Borrower shall deliver to the Agent a Notice of Repayment with the same prior notice that would apply if the Borrower was obtaining a Drawdown of such Accommodation. (b) Subject to Section 5.4(d), if at any time: (i) the Aggregate Principal Amount under the Revolving Facility exceeds the Authorized Revolving Amount; or (ii) the Aggregate Principal Amount under the Revolving Facility and the Converted Term Facility exceeds the lesser of (i) the aggregate of the Authorized Revolving Amount plus the Converted Term Commitment, and (ii) the Borrowing Base Limit less the Operating Commitment, (any such excess being an “Excess”), whether as a result of a Borrowing Base Shortfall, fluctuations in the Exchange Rate (provided that any Excess resulting from such fluctuations has existed for at least five (5) consecutive Business Days), or any other circumstances, then the Borrower shall, subject to Subsections 5.4(c) and (e), at any and all such times and promptly after receipt of notice from the Agent, pay to the Agent on behalf of the Lenders all sums necessary to eliminate the Excess by repaying Prime Rate Loans and U.S. Base Rate Loans and ensuring that Bankers’ Acceptances mature, and LIBOR Loans are repaid at the end of their LIBOR Period, in sufficient amounts at the appropriate times to eliminate the Excess. (c) Notwithstanding Section 5.4(b), if there are insufficient Prime Rate Loans or U.S. Base Rate Loans outstanding at the time a repayment is required under Section 5.4(b) against which to apply such repayment, and it is therefore necessary to repay Bankers’ Acceptances or LIBOR Loans, the Borrower shall, to the extent of the Excess, deposit funds in an interest bearing deposit account at the Branch subject to such withdrawal restrictions as are reasonably required by the Agent. Such deposit shall (to the extent of the funds deposited) satisfy the Borrower’s obligation to repay pursuant to Section 5.4(b) (provided that interest shall continue to accrue on LIBOR Loans). The funds deposited and interest earned thereon, to the extent required to eliminate the Excess, shall be remitted by the Agent to the Lenders when outstanding Bankers’ Acceptances mature, or the LIBOR Period of the LIBOR Loans ends, so as to repay the Excess as required by Section 5.4(b) and any surplus of such funds in excess of the required Principal Repayments, provided there exists no subsisting Event of Default, shall be returned to the Borrower. The Lenders are hereby irrevocably authorized to make all such Principal Repayments as soon as possible without terminating Bankers’ Acceptances or LIBOR Loans prior to their maturity. (d) If there exists no subsisting Event of Default and if as a result of the redetermination of the Borrowing Base Limit, there exists a Borrowing Base Shortfall, the Borrower shall have: (i) 30 days after receipt by it of the Borrowing Base Certificate setting forth the new Borrowing Base Limit within which to reduce the Borrowing Base Shortfall by one half; and (ii) 60 days after receipt by it of the Borrowing Base Certificate setting forth the new Borrowing Base Limit within which to eliminate the Borrowing Base Shortfall. (e) At any time a Borrowing Base Shortfall exists, the Borrower shall: (i) not request Advances (subject to paragraph (v) below), except for the Rollover or Conversion of a then maturing Advance, provided the maturity date of such maturing Advances following their Rollover or Conversion, as the case may be, does not exceed 30 days; (ii) not incur or permit any Material Subsidiary to incur any indebtedness or obligations which would thereafter create or be secured by a Security Interest of the kind or nature referred to in paragraph (s) of the definition of “Permitted Encumbrances” contained in Section 1.1; (iii) not dispose or permit the disposition of any Borrowing Base Properties unless: A. such disposition is within the Annual Disposition Limit and the proceeds of such dispositions are paid to the Agent on account of the Lenders and applied in reduction of the Aggregate Principal Amount of the Revolving Facility and/or the Converted Term Facility and the principal portion of the Operating Obligations to the extent necessary to eliminate the Borrowing Base Shortfall; or B. the Agent has consented in writing to such disposition of Borrowing Base Properties; (iv) not make any payments in respect of Convertible Debentures unless agreed to by the Agent in writing; and (v) not be entitled to obtain new Bankers’ Acceptances having a maturity date of more than 30 days from the date of issuance, or new LIBOR Loans with LIBOR Periods in excess of 30 days.

Principal Prepayments. (a) In anticipation of any repayment or prepayment of any Accommodation Advance under a either of the Credit FacilityFacilities, other than pursuant in relation to a Rollover or ConversionConversion or any of the same effected by the Lenders or the Agent as provided hereunder, the Borrower shall deliver to the Agent a Notice of Repayment with the same prior notice that would apply if the Borrower was obtaining a Drawdown of such Accommodationthe same type of Accommodation under the Revolving Credit Facility. (b) Subject to Section 5.4(d), if at any time:): (i) if at any time the Aggregate Principal Amount under aggregate amount of the Revolving Credit Facility exceeds the Authorized Revolving Amount; or (ii) the Aggregate Principal Amount under the Revolving Facility and the Converted Term Facility Advances outstanding exceeds the lesser of the (iA) the aggregate of the Revolving Credit Facility Authorized Revolving Amount plus the Converted Term Commitment, and (iiB) the Borrowing Base Limit less the Operating Commitment, Commitment (any such excess being an “a "Revolving Credit Facility Excess”"), whether as a result of a Borrowing Base Shortfall, fluctuations in the Exchange Rate (provided that excepting however any Revolving Credit Facility Excess resulting only from such exchange rate fluctuations has existed for at least five which is less than three (53%) consecutive Business Days), per cent of the aggregate amount of the Revolving Credit Facility Advances outstanding) or any other circumstances, then the Borrower shall, subject to Subsections Section 5.4(c) and (eSection 5.4(e), at any and all such times and promptly after receipt of notice from the Agent, pay to the Agent on behalf of the Revolving Credit Facility Lenders all sums necessary to eliminate the Revolving Credit Facility Excess by repaying Prime Rate Loans and U.S. Base Rate Loans and ensuring that Bankers’ ' Acceptances maturemature or expire and are retired, and LIBOR Loans are repaid at the end of their LIBOR Period, in sufficient amounts at the appropriate times; and (ii) if at any time the aggregate amount of the Second-Lien Credit Facility Advances outstanding exceeds the Second-Lien Credit Facility Authorized Amount (such excess being a " Second-Lien Credit Facility Excess"), whether as a result of fluctuations in the Exchange Rate (excepting however any Second-Lien Credit Facility Excess resulting only from exchange rate fluctuations which is less than three (3%) per cent of the aggregate amount of the Second-Lien Credit Facility Advances outstanding) or any other circumstances, then the Borrower shall, subject to Section 5.4(c), at any and all such times and promptly after receipt of notice from the Agent, pay the Agent on behalf of the Second-Lien Credit Facility Lenders all sums necessary to eliminate the ExcessSecond-Lien Credit Facility Excess by repaying Prime Rate Loans and U.S. Base Rate Loans and ensuring that Bankers' Acceptances mature or expire and are retired, and LIBOR Loans are repaid at the end of their LIBOR Period, in sufficient amounts at the appropriate times. (c) Notwithstanding Section 5.4(b), if there are insufficient Prime Rate Loans or U.S. Base Rate Loans outstanding under the Revolving Credit Facility or under the Second-Lien Credit Facility, as applicable, at the time a repayment is required under Section 5.4(b) against which to apply such repayment, and it is therefore necessary to repay Bankers’ ' Acceptances or LIBOR Loans, the Borrower shall, to the extent of the Excess, deposit funds in an interest bearing deposit account at the Branch subject to such withdrawal restrictions as are reasonably required by the Agent. Such deposit shall (to the extent of the funds deposited) satisfy the Borrower’s 's obligation to repay pursuant to Section 5.4(b) (provided that interest shall continue to accrue on LIBOR Loans). The funds deposited and interest earned thereon, to the extent required to eliminate the Excess, shall be remitted by the Agent to the Revolving Credit Facility Lenders or the Second-Lien Credit Facility Lenders, as applicable, when outstanding Bankers’ ' Acceptances mature, mature or the LIBOR Period of the LIBOR Loans ends, so as to repay the Excess as required by Section 5.4(b) and any surplus of such funds in excess of the required Principal Repayments, provided there exists no subsisting Event of Default, shall be returned to the Borrower. The Lenders are hereby irrevocably authorized to make all such Principal Repayments as soon as possible without terminating Bankers’ ' Acceptances or LIBOR Loans prior to their maturity. (d) If there exists no subsisting Event of Default and if as a result of the redetermination of the Borrowing Base Limit, there exists a Borrowing Base Shortfall, the Borrower shall have: have sixty (i60) 30 days after receipt by it of the Borrowing Base Certificate setting forth the new Borrowing Base Limit within which to reduce the Borrowing Base Shortfall by one half; and (ii) 60 days after receipt by it of the Borrowing Base Certificate setting forth the new Borrowing Base Limit within which to eliminate the Borrowing Base Shortfall. (e) At any time a Borrowing Base Shortfall exists, the Borrower shall: (i) not request Revolving Credit Facility Advances (subject to paragraph (v) below), except for the Rollover or Conversion of a then maturing Advance, provided the maturity date of such maturing Advances following their Rollover or Conversion, as the case may be, does not exceed 30 days; (ii) not incur or permit any Material Subsidiary Guarantor to incur any indebtedness or obligations which would thereafter create or be secured by a Security Interest of the kind or nature referred to in paragraph (s) of the definition of “"Permitted Encumbrances” " contained in Section 1.1; (iii) not dispose or permit the disposition of any Borrowing Base Properties unless: A. (A) such disposition is within the Semi-Annual Disposition Limit and the proceeds of such dispositions are paid to the Agent on account applied in repayment of the Lenders and applied in reduction of the Aggregate Principal Amount of the Revolving Facility and/or the Converted Term Facility and the Borrower's principal portion of indebtedness under the Operating Obligations Credit Facility, pro rata, to the extent necessary required to eliminate the Borrowing Base ShortfallShortfall or, if such proceeds are insufficient to do so, they are so applied in their entirety to such purposes, pro rata; or B. (B) the Agent has consented in writing to such disposition of Borrowing Base Properties; (iv) not make any payments in respect of Convertible Debentures Permitted Trust Distributions or Permitted Commercial Trust Distributions, unless agreed to by the Agent in writing; and (v) not be entitled to obtain new Bankers’ ' Acceptances having a maturity date of more than 30 days from the date of issuance, or new LIBOR Loans with LIBOR Periods in excess of 30 days.

Principal Prepayments. (a) In anticipation of any repayment or prepayment of any Accommodation under a Credit Facility, other than pursuant to a Rollover or Conversion, the Borrower shall deliver to the Agent a Notice of Repayment with the same prior notice that would apply if the Borrower was obtaining a Drawdown of such Accommodation. (b) Subject to Section 5.4(d6.4(d), if at any time: (i) the Aggregate Principal Canadian Dollar Equivalent Amount under the Revolving Facility exceeds the Authorized Revolving Amount; or (ii) of the Aggregate Principal Amount under the Revolving Syndicated Facility and exceeds the Authorized Revolving Syndicated Amount; (ii) the Canadian Dollar Equivalent Amount of the Aggregate Principal Amount under the Operating Facility exceeds the Authorized Operating Amount; (iii) the Canadian Dollar Equivalent Amount of the Aggregate Principal Amount under the Converted Term Facility exceeds the lesser of (i) the aggregate of the Authorized Revolving Amount plus the Converted Term Commitment, and ; or (iiiv) the Canadian Dollar Equivalent Amount of the Aggregate Principal Amount under all of the Credit Facilities exceeds the Borrowing Base Limit less the Operating CommitmentLimit, (any such excess being an “Excess”), whether as a result of a Borrowing Base Shortfall, fluctuations in the Exchange Rate (provided that any Excess resulting from such fluctuations has existed for at least five (5) consecutive Business Days), or any other circumstances, then the Borrower shall, subject to Subsections 5.4(c6.4(c) and (e), at any and all such times and promptly after receipt of notice from the Agent, pay to the Agent on behalf of the Lenders all sums necessary to eliminate the Excess by repaying Prime Rate Loans and U.S. Base Rate Loans and ensuring that Bankers’ Acceptances mature, and LIBOR Loans are repaid at the end of their LIBOR Period, in sufficient amounts at the appropriate times to eliminate the Excess. (c) Notwithstanding Section 5.4(b6.4(b), if there are insufficient Prime Rate Loans or U.S. Base Rate Loans outstanding at the time a repayment is required under Section 5.4(b6.4(b) against which to apply such repayment, and it is therefore necessary to repay Bankers’ Acceptances or LIBOR Loans, the Borrower shall, to the extent of the Excess, deposit funds in an interest bearing deposit account at the Branch subject to such withdrawal restrictions as are reasonably required by the Agent. Such deposit shall (to the extent of the funds deposited) satisfy the Borrower’s obligation to repay pursuant to Section 5.4(b6.4(b) (provided that interest shall continue to accrue on LIBOR Loans). The funds deposited and interest earned thereon, to the extent required to eliminate the Excess, shall be remitted by the Agent to the Lenders when outstanding Bankers’ Acceptances mature, or the LIBOR Period of the LIBOR Loans ends, so as to repay the Excess as required by Section 5.4(b6.4(b) and any surplus of such funds in excess of the required Principal Repayments, provided there exists no subsisting Event of Default, shall be returned to the Borrower. The Lenders are hereby irrevocably authorized to make all such Principal Repayments as soon as possible without terminating Bankers’ Acceptances or LIBOR Loans prior to their maturity. (d) If there exists no subsisting Event of Default and if as a result of the redetermination of the Borrowing Base Limit, there exists a Borrowing Base Shortfall, the Borrower shall have: (i) 30 thirty (30) days after receipt by it of the Borrowing Base Certificate setting forth the new Borrowing Base Limit within which to reduce the Borrowing Base Shortfall by one half; and (ii) 60 sixty (60) days after receipt by it of the Borrowing Base Certificate setting forth the new Borrowing Base Limit within which to eliminate the Borrowing Base ShortfallShortfall in its entirety. (e) At any time a Borrowing Base Shortfall exists, the Borrower shall: (i) not request Advances (subject to paragraph (v) below)Advances, except for the Rollover or Conversion of a then maturing Advance, provided the maturity date of such maturing Advances following their Rollover or Conversion, as the case may be, does not exceed 30 daysthe earlier of (A) thirty (30) days and (B) the sixtieth (60th) day after the date of receipt of the Borrowing Base Certificate indicating the Borrowing Base Shortfall; (ii) not incur or permit any Material Subsidiary to incur any indebtedness or obligations which would thereafter create or be secured by a Security Interest of the kind or nature referred to in paragraph (s) of the definition of “Permitted Encumbrances” contained in Section 1.1; (iii) not dispose or permit the disposition of any Borrowing Base Properties unless: A. (A) such disposition is within the Annual Disposition Limit and the proceeds of such dispositions are paid to the Agent on account of the Lenders and applied in reduction of the Aggregate Principal Amount of the Revolving Facility Facilities and/or the Converted Term Facility and the principal portion of the Operating Obligations to the extent necessary to eliminate the Borrowing Base Shortfall; or B. (B) the Agent has consented in writing to such disposition of Borrowing Base Properties; (iv) not make any payments in respect of Convertible Debentures unless agreed to by the Agent in writing; and (v) not be entitled pay the increased rates pursuant to obtain new Bankers’ Acceptances having a maturity date of more than 30 days from the date of issuance, or new LIBOR Loans with LIBOR Periods in excess of 30 daysSection 3.1(f).

Principal Prepayments. (aSection 3.01(c) In anticipation of any repayment or prepayment of any Accommodation under a Credit Facility, other than pursuant to a Rollover or Conversion, the Borrower shall deliver to the Agent a Notice of Repayment is deleted in its entirety and replaced with the same prior notice that would apply if the Borrower was obtaining a Drawdown of such Accommodation.following: Section 3.01 (b) Subject to Section 5.4(dc), if at any time: (i) With respect to each Non-Restricted Payoff Quote, the Aggregate Principal Amount under Subservicer shall, not later than five (5) Business Days after its receipt of any such request or notice, deliver to the Revolving Facility exceeds Borrower a payoff statement calculated by the Authorized Revolving Amount; orSubservicer with respect to such principal prepayment setting forth the amount of the principal prepayment, the aggregate interest accrued thereon, the rates used, the date of such rates, and the other fees or expenses to be paid by the Borrower. If the Subservicer accepts any principal prepayment, then it shall (pursuant to wiring instructions from KeyBank) remit such principal prepayment to KeyBank on the Subservicer Remittance Date. (ii) With respect to each Restricted Payoff Quote, the Aggregate Principal Amount under Subservicer shall perform principal prepayments in accordance with the Revolving Facility and the Converted Term Facility exceeds the lesser of Task List. The Subservicer shall, (i) not later than five (5) Business Days after its receipt of any such request or notice, deliver to KeyBank a payoff statement calculated by the Subservicer with respect to such principal prepayment setting forth the amount of the principal prepayment, the aggregate interest accrued thereon, the rates used, the date of such rates, and the Authorized Revolving Amount plus other fees or expenses to be paid by the Converted Term Commitment, Borrower; and (ii) deliver to KeyBank and a copy to AMS Real Estate Services for any loan with a calculated yield maintenance charges, all documents and other information in Subservicer’s possession, and any other information reasonably requested by KeyBank, or AMS Real Estate Services, to verify the Borrowing Base Limit less the Operating Commitment, (any such excess being an “Excess”), whether as a result of a Borrowing Base Shortfall, fluctuations in the Exchange Rate (provided that any Excess resulting from such fluctuations has existed for at least Subservicer’s calculations. KeyBank shall respond within five (5) consecutive Business Days), or any other circumstances, then the Borrower shall, subject to Subsections 5.4(c) and (e), at any and all such times and promptly Days after receipt of notice from such requests, notices or other requested information or KeyBank shall be deemed to have approved the AgentSubservicer’s calculations. If the Subservicer accepts any principal prepayment, pay to the Agent on behalf of the Lenders all sums necessary to eliminate the Excess by repaying Prime Rate Loans and U.S. Base Rate Loans and ensuring that Bankers’ Acceptances mature, and LIBOR Loans are repaid at the end of their LIBOR Period, in sufficient amounts at the appropriate times to eliminate the Excess. (c) Notwithstanding Section 5.4(b), if there are insufficient Prime Rate Loans or U.S. Base Rate Loans outstanding at the time a repayment is required under Section 5.4(b) against which to apply such repayment, and then it is therefore necessary to repay Bankers’ Acceptances or LIBOR Loans, the Borrower shall, to the extent of the Excess, deposit funds in an interest bearing deposit account at the Branch subject to such withdrawal restrictions as are reasonably required by the Agent. Such deposit shall (to the extent of the funds deposited) satisfy the Borrower’s obligation to repay pursuant to Section 5.4(bwiring instructions from KeyBank) (provided that interest shall continue remit such principal prepayment to accrue KeyBank on LIBOR Loans). The funds deposited and interest earned thereon, to the extent required to eliminate the Excess, shall be remitted by the Agent to the Lenders when outstanding Bankers’ Acceptances mature, or the LIBOR Period of the LIBOR Loans ends, so as to repay the Excess as required by Section 5.4(b) and any surplus of such funds in excess of the required Principal Repayments, provided there exists no subsisting Event of Default, shall be returned to the Borrower. The Lenders are hereby irrevocably authorized to make all such Principal Repayments as soon as possible without terminating Bankers’ Acceptances or LIBOR Loans prior to their maturitySubservicer Remittance Date. (d) If there exists no subsisting Event of Default and if as a result of the redetermination of the Borrowing Base Limit, there exists a Borrowing Base Shortfall, the Borrower shall have: (i) 30 days after receipt by it of the Borrowing Base Certificate setting forth the new Borrowing Base Limit within which to reduce the Borrowing Base Shortfall by one half; and (ii) 60 days after receipt by it of the Borrowing Base Certificate setting forth the new Borrowing Base Limit within which to eliminate the Borrowing Base Shortfall. (e) At any time a Borrowing Base Shortfall exists, the Borrower shall: (i) not request Advances (subject to paragraph (v) below), except for the Rollover or Conversion of a then maturing Advance, provided the maturity date of such maturing Advances following their Rollover or Conversion, as the case may be, does not exceed 30 days; (ii) not incur or permit any Material Subsidiary to incur any indebtedness or obligations which would thereafter create or be secured by a Security Interest of the kind or nature referred to in paragraph (s) of the definition of “Permitted Encumbrances” contained in Section 1.1; (iii) not dispose or permit the disposition of any Borrowing Base Properties unless: A. such disposition is within the Annual Disposition Limit and the proceeds of such dispositions are paid to the Agent on account of the Lenders and applied in reduction of the Aggregate Principal Amount of the Revolving Facility and/or the Converted Term Facility and the principal portion of the Operating Obligations to the extent necessary to eliminate the Borrowing Base Shortfall; or B. the Agent has consented in writing to such disposition of Borrowing Base Properties; (iv) not make any payments in respect of Convertible Debentures unless agreed to by the Agent in writing; and (v) not be entitled to obtain new Bankers’ Acceptances having a maturity date of more than 30 days from the date of issuance, or new LIBOR Loans with LIBOR Periods in excess of 30 days.

Principal Prepayments. (a) In anticipation of any repayment or prepayment of any Accommodation Advance under a the Credit Facility, other than pursuant in relation to a Rollover or ConversionConversion or any of the same effected by the Lenders or the Agent as provided hereunder, the Borrower shall deliver to the Agent a Notice of Repayment with the same prior notice that would apply if the Borrower was obtaining a Drawdown of such Accommodation. (b) Subject to Section 5.4(d), if at any time: (i) time the Aggregate Principal Amount under aggregate amount of the Revolving Facility exceeds the Authorized Revolving Amount; or (ii) the Aggregate Principal Amount under the Revolving Facility and the Converted Term Facility Advances outstanding exceeds the lesser of the (i) the aggregate of the Authorized Revolving Amount plus the Converted Term Commitment, and (ii) the Borrowing Base Limit less the Operating Commitment, Commitment (any such excess being an “"Excess”"), whether as a result of a Borrowing Base Shortfall, fluctuations in the Exchange Rate (provided that excepting however any Excess resulting only from such exchange rate fluctuations has existed for at least five which is less than three (53%) consecutive Business Days), per cent of the aggregate amount of the Advances outstanding) or any other circumstances, then the Borrower shall, subject to Subsections Section 5.4(c) and (eSection 5.4(e), at any and all such times and promptly after receipt of notice from the Agent, pay to the Agent on behalf of the Lenders all sums necessary to eliminate the Excess by repaying Prime Rate Loans and U.S. Base Rate Loans and ensuring that Bankers’ ' Acceptances maturemature or expire and are retired, and LIBOR Loans are repaid at the end of their LIBOR Period, in sufficient amounts at the appropriate times to eliminate the Excess.times. -54- Execution Form CAL_LAW\ 1265540\5 (c) Notwithstanding Section 5.4(b), if there are insufficient Prime Rate Loans or U.S. Base Rate Loans outstanding at the time a repayment is required under Section 5.4(b) against which to apply such repayment, and it is therefore necessary to repay Bankers’ ' Acceptances or LIBOR Loans, the Borrower shall, to the extent of the Excess, deposit funds in an interest bearing deposit account at the Branch subject to such withdrawal restrictions as are reasonably required by the Agent. Such deposit shall (to the extent of the funds deposited) satisfy the Borrower’s 's obligation to repay pursuant to Section 5.4(b) (provided that interest shall continue to accrue on LIBOR Loans). The funds deposited and interest earned thereon, to the extent required to eliminate the Excess, shall be remitted by the Agent to the Lenders when outstanding Bankers’ ' Acceptances mature, mature or the LIBOR Period of the LIBOR Loans ends, so as to repay the Excess as required by Section 5.4(b) and any surplus of such funds in excess of the required Principal Repayments, provided there exists no subsisting Event of Default, shall be returned to the Borrower. The Lenders are hereby irrevocably authorized to make all such Principal Repayments as soon as possible without terminating Bankers’ ' Acceptances or LIBOR Loans prior to their maturity. (d) If there exists no subsisting Event of Default and if as a result of the redetermination of the Borrowing Base Limit, there exists a Borrowing Base Shortfall, the Borrower shall have: have sixty (i60) 30 days after receipt by it of the Borrowing Base Certificate setting forth the new Borrowing Base Limit within which to reduce the Borrowing Base Shortfall by one half; and (ii) 60 days after receipt by it of the Borrowing Base Certificate setting forth the new Borrowing Base Limit within which to eliminate the Borrowing Base Shortfall. (e) At any time a Borrowing Base Shortfall exists, the Borrower shall: (i) not request Advances (subject to paragraph (v) below), except for the Rollover or Conversion of a then maturing Advance, provided the maturity date of such maturing Advances following their Rollover or Conversion, as the case may be, does not exceed 30 days; (ii) not incur or permit any Material Subsidiary Guarantor to incur any indebtedness or obligations which would thereafter create or be secured by a Security Interest of the kind or nature referred to in paragraph (s) of the definition of “"Permitted Encumbrances” " contained in Section 1.1; (iii) not dispose or permit the disposition of any Borrowing Base Properties unless: A. (A) such disposition is within the Semi-Annual Disposition Limit and the proceeds of such dispositions are paid to the Agent on account applied in repayment of the Lenders and applied in reduction of the Aggregate Principal Amount of the Revolving Facility and/or the Converted Term Facility and the Borrower's principal portion of indebtedness under the Operating Obligations Credit Facility, pro rata, to the extent necessary required to eliminate the Borrowing Base ShortfallShortfall or, if such proceeds are insufficient to do so, they are so applied in their entirety to such purposes, pro rata; or B. (B) the Agent has consented in writing to such disposition of Borrowing Base Properties; (iv) not make any payments in respect of Convertible Debentures Permitted Trust Distributions or Permitted Commercial Trust Distributions, unless agreed to by the Agent in writing; and and -55- Execution Form CAL_LAW\ 1265540\5 (v) not be entitled to obtain new Bankers’ ' Acceptances having a maturity date of more than 30 days from the date of issuance, or new LIBOR Loans with LIBOR Periods in excess of 30 days.