THE BORROWER
AND/OR ANY ERISA AFFILIATE CONTRIBUTES, EITHER NOW OR IN THE FUTURE, (I) NEITHER
THE BORROWER NOR ANY ERISA AFFILIATE SHALL (1) FAIL TO PAY ANY REQUIRED PAYMENT
TO ANY SUCH PLAN OR (2) INCUR A COMPLETE OR PARTIAL WITHDRAWAL WITH RESPECT TO
ANY SUCH PLAN WITHIN THE MEANING OF ERISA § 4203 AND 4205, IF FAILURE TO ACT OR
ACTS COULD REASONABLY BE EXPECT TO HAVE A MATERIAL ADVERSE EFFECT; AND (II)
WITHIN FIFTEEN (15) DAYS AFTER NOTICE IS RECEIVED BY THE BORROWER OR ANY ERISA
AFFILIATE THAT ANY SUCH PLAN HAS BEEN OR SHALL BE PLACED IN "REORGANIZATION"
WITHIN THE MEANING OF ERISA § 4241, WHICH COULD REASONABLY BE EXPECTED TO RESULT
IN LIABILITY TO THE BORROWER IN EXCESS OF $10,000,000, THE BORROWER SHALL NOTIFY
THE LENDER TO THAT EFFECT.
UPON THE LENDER'S REQUEST, THE BORROWER SHALL
DELIVER, OR CAUSE TO BE DELIVERED, TO THE LENDER A COPY OF THE MOST RECENT
ACTUARIAL REPORT, FINANCIAL STATEMENTS AND ANNUAL REPORT COMPLETED WITH RESPECT
TO ANY PLAN WHICH IS A "DEFINED BENEFIT PLAN," AS DEFINED IN ERISA § 3(35), TO
WHICH THE BORROWER CONTRIBUTES, OTHER THAN A MULTIEMPLOYER PLAN.
(P)
ENVIRONMENTAL.
THE BORROWER SHALL ADVISE THE LENDER IN WRITING,
PROMPTLY UPON BECOMING AWARE OF ANY OF THE FOLLOWING WHICH COULD REASONABLY BE
EXPECTED TO RESULT IN LIABILITIES OR EXPENSES OF THE GUARANTOR OR THE BORROWER
IN EXCESS OF $10,000,000 IN THE AGGREGATE:
(I) ANY AND ALL ENFORCEMENT,
CLEANUP, REMEDIAL, REMOVAL OR OTHER GOVERNMENTAL OR REGULATORY ACTIONS
INSTITUTED, COMPLETED OR THREATENED PURSUANT TO ANY APPLICABLE FEDERAL, STATE OR
LOCAL LAWS, ORDINANCES OR REGULATIONS RELATING TO ANY HAZARDOUS MATERIALS
AFFECTING THE BORROWER'S BUSINESS OPERATIONS; (II) ALL CLAIMS MADE OR THREATENED
BY ANY THIRD PARTY AGAINST THE BORROWER RELATING TO DAMAGES, CONTRIBUTION, COST
RECOVERY, COMPENSATION, LOSS OR INJURY RESULTING FROM ANY HAZARDOUS MATERIALS;
AND (III) ANY REMEDIAL ACTION TAKEN BY THE BORROWER WITH RESPECT TO THE
BORROWER'S BUSINESS OPERATIONS.
(Q)
ASSIGNMENT OF CHARTERS.
WITHIN TEN (10) BUSINESS DAYS OF THE DATE
ON WHICH THE BORROWER ENTERS INTO ANY CHARTER FOR THE USE, OPERATION OR
EMPLOYMENT OF ANY VESSEL (INCLUDING RENEWALS AND EXTENSIONS THEREOF) HAVING A
DURATION OF NINE (9) MONTHS OR MORE (OTHER THAN CHARTERS ENTERED INTO IN
CONNECTION WITH WORK BEING PERFORMED ON BONDED PROJECTS) (THE "GE CHARTERS"),
THE BORROWER SHALL PROVIDE THE LENDER WITH A COPY OF SUCH CHARTER, INCLUDING ALL
AMENDMENTS AND ADDITIONS THERETO, WHICH SHALL SET OUT, INTER ALIA, THE NAME AND
ADDRESS OF THE CHARTERER.
IN ADDITION, IF REQUESTED BY THE LENDER, THE BORROWER
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE CHARTERER TO EXECUTE AND
DELIVER TO THE LENDER A CONSENT, ACKNOWLEDGING ITS CONSENT TO THE PRIOR
ASSIGNMENT AND AGREEING UPON RECEIPT OF WRITTEN NOTICE FROM THE LENDER THAT AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, TO MAKE ALL PAYMENTS OF CHARTER
HIRE AND OTHER AMOUNTS DIRECTLY TO THE LENDER.
(R)
FINANCIAL COVENANTS.
THE BORROWER COVENANTS AND AGREES THAT SO
LONG AS ANY OF THE OBLIGATIONS (OTHER THAN CONTINGENT OBLIGATIONS HEREUNDER FOR
WHICH NO