IF REQUIRED BY THE BANK, ANY
SUCH LETTER OF CREDIT OR BANK GUARANTY SHALL PROVIDE FOR AN ASSIGNMENT OF
PROCEEDS THEREOF, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE BANK.
8.11
ENVIRONMENTAL MATTERS.
AT ALL TIMES:
(A)
COMPLY, AND CAUSE EACH SUBSIDIARY TO
COMPLY, WITH ALL APPLICABLE GOVERNMENTAL REQUIREMENTS AND GOVERNMENTAL APPROVALS
UNDER ENVIRONMENTAL LAWS EXCEPT WHERE FAILURE TO SO COMPLY COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(B)
PROMPTLY NOTIFY THE BANK AFTER BECOMING
AWARE OF ANY ENFORCEMENT, CLEANUP, REMOVAL OR OTHER GOVERNMENTAL OR REGULATORY
ACTIONS INSTITUTED OR THREATENED IN WRITING AGAINST BORROWER OR ANY SUBSIDIARY
PURSUANT TO ANY APPLICABLE ENVIRONMENTAL LAWS WHICH COULD REASONABLY BE EXPECTED
TO RESULT IN LIABILITIES OF BORROWER OR ITS SUBSIDIARIES IN EXCESS OF $3,000,000
(TO THE EXTENT NOT COVERED BY INSURANCE OR THIRD PARTY INDEMNIFICATION).
8.12
CONTROLLING AFFILIATES.
IF ANY PERSON SHALL
BECOME A CONTROLLING AFFILIATE AFTER THE CLOSING DATE, THEN THE BORROWER (A)
WILL CAUSE SUCH CONTROLLING AFFILIATE IF REQUIRED UNDER SECTION 6(C) OF THE FAST
TRACK LENDER AGREEMENT, TO EXECUTE AND DELIVER TO THE BANK THE GUARANTY WITHIN
THIRTY (30) DAYS OF BECOMING A CONTROLLING AFFILIATE AND (II) TO EXECUTE AND
DELIVER TO THE BANK THE SECURITY AGREEMENT WITHIN THIRTY (30) DAYS OF BECOMING A
CONTROLLING AFFILIATE, IF SUCH CONTROLLING AFFILIATE'S ASSETS WILL BE INCLUDED
IN THE INTERNATIONAL BORROWING BASE.
8.13
ASSEMBLY OF EXPORT ORDER SUMMARIES.
IN THE EVENT
THE BORROWER HAS FURNISHED SUMMARIES OF EXPORT ORDERS TO THE BANK PURSUANT TO
SECTION 2.2(A), AT LEAST ONCE EACH CALENDAR QUARTER, MAKE AVAILABLE TO THE BANK
A SAMPLING OF SUCH EXPORT ORDERS SELECTED BY THE BANK REPRESENTING AT LEAST 10%
OF THE AGGREGATE U.S. DOLLAR VOLUME OF ALL EXPORT ORDERS AND 10% OF THE NUMBER
OF EXPORT ORDERS SUPPORTING LETTERS OF CREDIT ISSUED DURING THE PRECEDING
CALENDAR QUARTER AVAILABLE FOR THE BANK'S REVIEW AND INSPECTION.
23
8.14
DELIVERY OF DOMESTIC LOAN DOCUMENTS.
DELIVER OR
CAUSE TO BE DELIVERED TO THE BANK PROMPTLY AFTER THE EFFECTIVENESS THEREOF, ANY
AMENDMENTS, MODIFICATIONS, RENEWALS AND EXTENSIONS OF THE DOMESTIC CREDIT
AGREEMENT.
8.15
REAFFIRMATION OF BORROWER.
CONTEMPORANEOUSLY
WITH THE CONSUMMATION OF THE ALDABRA TRANSACTIONS, THE SUCCESSOR BORROWER SHALL
EXECUTE AND DELIVER TO THE BANK A REAFFIRMATION, RATIFICATION AND ASSUMPTION
AGREEMENT, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT I AND SUCH OTHER
DOCUMENTS AS MAY BE REASONABLY REQUESTED BY THE BANK OR EX-IM BANK TO ASSURE
THEMSELVES OF THE CONTINUING EFFECTIVENESS OF THE INTERNATIONAL LOAN DOCUMENTS
BEING REAFFIRMED, RATIFIED AND ASSUMED BY THE SUCCESSOR BORROWER.
ARTICLE IX.
NEGATIVE COVENANTS.
So long as the Borrower may request issuance of Letters of Credit hereunder and
until payment in full of all Obligations and termination of this Agreement,
unless the Bank shall otherwise give its prior written consent in its sole and
absolute discretion:
9.1
LIENS.
THE BORROWER WILL NOT, AND WILL NOT
PERMIT ANY SUBSIDIARY TO CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN UPON
ANY OF ITS PROPERTIES, OR THE PROCEEDS THEREOF, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, EXCEPT (A)
LIENS