INTEREST IN OR OTHERWISE CONTROLS THE BORROWER OR ANY SUBSIDIARY IS
OR SHALL BE (I) LISTED ON THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSON
LIST MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL ("OFAC"), DEPARTMENT OF
THE TREASURY, AND/OR ANY OTHER SIMILAR LISTS MAINTAINED BY OFAC PURSUANT TO ANY
AUTHORIZING STATUTE, EXECUTIVE ORDER OR REGULATION OR (II) A PERSON DESIGNATED
UNDER SECTION 1(B), (C) OR (D) OF EXECUTIVE ORDER NO. 13224 (SEPTEMBER 23,
2001), ANY RELATED ENABLING LEGISLATION OR ANY OTHER SIMILAR EXECUTIVE ORDERS,
AND (Y) COMPLY, AND CAUSE EACH SUBSIDIARY TO COMPLY, IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE BANK SECRECY ACT AND ANTI-MONEY LAUNDERING LAWS AND
REGULATIONS AND (II) OBTAIN AS NEEDED, AND MAINTAIN IN GOOD STANDING, ALL
PERMITS AND OTHER GOVERNMENTAL APPROVALS AND AUTHORIZATIONS NECESSARY FOR ITS
OPERATIONS (EXCEPT WHERE THE FAILURE TO OBTAIN OR MAINTAIN SUCH PERMITS AND
APPROVALS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT).
(C)
MAINTENANCE OF PROPERTIES; INSURANCE.
(I)
THE BORROWER AND EACH OF THE BORROWER'S SUBSIDIARIES SHALL (A)
OBTAIN THE CONSENT OR APPROVAL OF ANY PERSON WHOSE CONSENT OR APPROVAL IS
REQUIRED IN ORDER FOR THE BORROWER OR SUCH SUBSIDIARY TO GRANT OR KEEP EFFECTIVE
LIENS TO OR FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT IN ANY PROPERTY OF THE
BORROWER OR SUCH SUBSIDIARY INTENDED TO SECURE THE OBLIGATIONS; AND (B) MAINTAIN
IN GOOD REPAIR, WORKING ORDER AND CONDITION, EXCEPTING ORDINARY WEAR AND TEAR
AND DAMAGE DUE TO CASUALTY, ALL OF ITS MATERIAL PROPERTIES WHICH ARE USED IN THE
CONDUCT OF ITS BUSINESS (WHETHER OWNED OR LEASED BY SUCH PARTY) AND MAKE OR
CAUSE TO BE MADE ALL APPROPRIATE REPAIRS, RENEWALS AND REPLACEMENTS THEREOF, IN
EACH CASE CONSISTENT WITH SOUND BUSINESS PRACTICES; PROVIDED THAT SUCH
OBLIGATION SHALL NOT APPLY TO PROPERTY THAT THE BORROWER OR SUCH SUBSIDIARY
REASONABLY DETERMINES IN GOOD FAITH THAT MAINTENANCE THEREOF IS NO LONGER
ECONOMICALLY DESIRABLE.
(II)
THE BORROWER AND EACH OF THE BORROWER'S SUBSIDIARIES SHALL
MAINTAIN THE FOLLOWING INSURANCE POLICIES AND PROGRAMS:
(A)
physical damage insurance on all material real and personal
property (including inventory) covering (1) for all open and operating
facilities, repair and replacement cost of all such property and (2) for all
closed, inactive vacant facilities, the actual cash value of such facilities;
(B)
general liability insurance (including products and completed
operations liability coverage) in an aggregate amount of not less than
$65,000,000;
(C)
Longshoremen and Harbor Workers insurance per statutory limits;
43
(D)
hull and machinery insurance in an aggregate amount of not less
than $200,000,000;
(E)
protection and indemnity, including Masters and Members of Crew
insurance in an aggregate amount of not less than $75,000,000;
(F)
Workers compensation insurance per statutory limits;
(G)
Wrongful draw insurance with respect to each Letter of Credit
having an aggregate Dollar Equivalent face amount in excess of $10,000,000 and
supporting contracts to be performed in a country other than the United States
or for a beneficiary in a country other than the United States in an amount
equal to such excess,