FILED ALL TAX RETURNS AND
REPORTS REQUIRED BY APPLICABLE LAW, HAS TIMELY PAID ALL APPLICABLE TAXES,
ASSESSMENTS, DEPOSITS AND CONTRIBUTIONS OWING BY BORROWER AND WILL TIMELY PAY
ALL SUCH ITEMS IN THE FUTURE AS THEY BECAME DUE AND PAYABLE.
BORROWER MAY,
HOWEVER, DEFER PAYMENT OF ANY CONTESTED TAXES; PROVIDED, THAT BORROWER (A) IN
GOOD FAITH CONTESTS BORROWER'S OBLIGATION TO PAY SUCH TAXES BY APPROPRIATE
PROCEEDINGS PROMPTLY AND DILIGENTLY INSTITUTED AND CONDUCTED; (B) NOTIFIES
LENDER IN WRITING OF THE COMMENCEMENT OF, AND ANY MATERIAL DEVELOPMENT IN, THE
PROCEEDINGS; (C) POSTS BONDS OR TAKES ANY OTHER STEPS REQUIRED TO KEEP THE
CONTESTED TAXES FROM BECOMING A LIEN UPON ANY OF THE COLLATERAL; AND
(D) MAINTAINS ADEQUATE RESERVES THEREFOR IN CONFORMITY WITH GAAP.
2.14
COMPLIANCE WITH LAWS. BORROWER REPRESENTS AND
WARRANTS THAT IT HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL PROVISIONS OF
ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING THOSE RELATING TO BORROWER'S
OWNERSHIP OF REAL OR PERSONAL PROPERTY, THE CONDUCT AND LICENSING OF BORROWER'S
BUSINESS, THE PAYMENT AND WITHHOLDING OF TAXES, ERISA AND OTHER EMPLOYEE
MATTERS, SAFETY AND ENVIRONMENTAL MATTERS.
2.15
NEGATIVE COVENANTS.
WITHOUT THE PRIOR WRITTEN
CONSENT OF EX-IM BANK AND LENDER, BORROWER SHALL NOT (A) MERGE, CONSOLIDATE OR
OTHERWISE COMBINE WITH ANY OTHER PERSON; (B) ACQUIRE ALL OR SUBSTANTIALLY ALL OF
THE ASSETS OR CAPITAL STOCK OF ANY OTHER PERSON; (C) SELL, LEASE, TRANSFER,
CONVEY, ASSIGN OR OTHERWISE DISPOSE OF ANY OF ITS ASSETS, EXCEPT FOR THE SALE OF
INVENTORY IN THE ORDINARY COURSE OF BUSINESS AND THE DISPOSITION OF OBSOLETE
EQUIPMENT IN THE ORDINARY COURSE OF BUSINESS; (D) CREATE ANY LIEN ON THE
COLLATERAL EXCEPT FOR PERMITTED LIENS; (E) MAKE ANY MATERIAL CHANGES IN ITS
ORGANIZATIONAL STRUCTURE OR IDENTITY; OR (F) ENTER INTO ANY AGREEMENT TO DO ANY
OF THE FOREGOING.
2.16
REBORROWINGS AND REPAYMENT TERMS.
(A)
IF THE LOAN FACILITY IS A REVOLVING LOAN
FACILITY, PROVIDED THAT BORROWER IS NOT IN DEFAULT UNDER ANY OF THE LOAN
DOCUMENTS, BORROWER MAY BORROW, REPAY AND REBORROW AMOUNTS UNDER THE LOAN
FACILITY UNTIL THE CLOSE OF BUSINESS ON THE FINAL DISBURSEMENT DATE.
UNLESS THE
REVOLVING LOAN FACILITY IS RENEWED OR EXTENDED BY LENDER WITH THE CONSENT OF
EX-IM
16
BANK, BORROWER SHALL PAY IN FULL THE OUTSTANDING LOAN FACILITY OBLIGATIONS AND
ALL ACCRUED AND UNPAID INTEREST THEREON NO LATER THAN THE FIRST BUSINESS DAY
AFTER THE FINAL DISBURSEMENT DATE.
(B)
IF THE LOAN FACILITY IS A TRANSACTION
SPECIFIC LOAN FACILITY, BORROWER SHALL, WITHIN TWO (2) BUSINESS DAYS OF THE
RECEIPT THEREOF, PAY TO LENDER (FOR APPLICATION AGAINST THE OUTSTANDING LOAN
FACILITY OBLIGATIONS AND ACCRUED AND UNPAID INTEREST THEREON) ALL CHECKS,
DRAFTS, CASH AND OTHER REMITTANCES IT MAY RECEIVE IN PAYMENT OR ON ACCOUNT OF
THE EXPORT-RELATED ACCOUNTS RECEIVABLE OR ANY OTHER COLLATERAL, IN PRECISELY THE
FORM RECEIVED (EXCEPT FOR THE ENDORSEMENT OF BORROWER WHERE NECESSARY).
PENDING
SUCH DEPOSIT, BORROWER SHALL HOLD SUCH AMOUNTS IN TRUST FOR LENDER SEPARATE AND
APART AND SHALL NOT COMMINGLE ANY SUCH ITEMS OF PAYMENT WITH ANY OF ITS OTHER
FUNDS OR PROPERTY.
2.17
CROSS DEFAULT.