UNDER THE LOAN DOCUMENTS;
(G)
ANY FAILURE TO COMPLY WITH ANY TERMS OF THE LOAN AUTHORIZATION
AGREEMENT;
(H)
ANY MATERIAL PROVISION OF ANY LOAN DOCUMENT OR THIS AGREEMENT FOR
ANY REASON CEASES TO BE VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS;
(I)
ANY EVENT WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; OR
(J)
THE CREDIT ACCOMMODATION AMOUNT EXCEEDS THE APPLICABLE
EXPORT-RELATED BORROWING BASE.
2.12
INSURANCE. BORROWER WILL AT ALL TIMES CARRY PROPERTY, LIABILITY AND
OTHER INSURANCE, WITH INSURERS ACCEPTABLE TO LENDER, IN SUCH FORM AND AMOUNTS,
AND WITH SUCH DEDUCTIBLES AND OTHER PROVISIONS, AS LENDER SHALL REQUIRE, AND
BORROWER WILL PROVIDE EVIDENCE OF SUCH INSURANCE TO LENDER, SO THAT LENDER IS
SATISFIED THAT SUCH INSURANCE IS, AT ALL TIMES, IN FULL FORCE AND EFFECT.
EACH
PROPERTY INSURANCE POLICY SHALL NAME LENDER AS LOSS PAYEE AND SHALL CONTAIN A
LENDER'S LOSS PAYABLE ENDORSEMENT IN FORM ACCEPTABLE TO LENDER AND EACH
LIABILITY INSURANCE POLICY SHALL NAME LENDER AS AN ADDITIONAL INSURED.
ALL
POLICIES OF INSURANCE SHALL PROVIDE THAT THEY MAY NOT BE CANCELLED OR CHANGED
WITHOUT AT LEAST TEN (10) DAYS' PRIOR WRITTEN NOTICE TO LENDER AND SHALL
OTHERWISE BE IN FORM AND SUBSTANCE SATISFACTORY TO LENDER.
BORROWER WILL
PROMPTLY DELIVER TO LENDER COPIES OF ALL REPORTS MADE TO INSURANCE COMPANIES.
14
2.13
TAXES. BORROWER HAS TIMELY 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