THE
EXPORT ORDERS IDENTIFIED ON SCHEDULE 8.7 AND (II) PAYMENTS RELATED TO EXPORT
ORDERS THAT HAVE A CONTRACTUAL VALUE OF LESS THAN $1,000,000 AND WHICH ARE NOT
INCLUDED IN THE INTERNATIONAL BORROWING BASE (COLLECTIVELY, THE "EXCLUDED
EXPORT-RELATED ACCOUNTS RECEIVABLE") SHALL NOT BE REQUIRED TO BE DEPOSITED INTO
THE CASH COLLATERAL ACCOUNT.
THE CASH COLLATERAL ACCOUNT, INCLUDING THE
WITHDRAWAL AND RELEASE OF FUNDS THEREFROM, SHALL BE GOVERNED BY THE CONTROL
AGREEMENT IN THE FORM OF EXHIBIT J HERETO.
SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, THE BANK WILL DELIVER ORDERS TO WELLS FARGO
PROVIDING FOR A DAILY TRANSFER OF ALL FUNDS FROM THE CASH COLLATERAL ACCOUNT TO
THE BORROWER'S OPERATING ACCOUNT AT BANK OF AMERICA, N.A. OR SUCH OTHER ACCOUNT
AS THE BORROWER MAY DIRECT IN WRITING FROM TIME TO TIME.
8.8
MAINTENANCE OF PROPERTY.
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.
8.9
CORPORATE EXISTENCE; PAYMENT OF TAXES AND
CLAIMS; COMPLIANCE WITH LAWS.
(A)
EXCEPT AS OTHERWISE PERMITTED BY THE
DOMESTIC CREDIT AGREEMENT, MAINTAIN, AND CAUSE EACH SUBSIDIARY TO MAINTAIN, ITS
EXISTENCE;
(B)
PAY, AND CAUSE TO BE PAID, ALL TAXES,
ASSESSMENTS, GOVERNMENTAL CHARGES, CLAIMS FOR LABOR, AND OTHER OBLIGATIONS THAT
HAVE BECOME DUE AND PAYABLE AND THAT BY LAW HAVE OR MAY GIVE RISE TO A LIEN ON
SUCH PERSON'S PROPERTY OTHER THAN LIENS PERMITTED BY SECTION 9.1, PROVIDED THAT
NONE OF THE BORROWER OR ANY SUBSIDIARY SHALL BE REQUIRED TO PAY SUCH TAX,
ASSESSMENT, GOVERNMENTAL CHARGE, CLAIM FOR LABOR OR OTHER OBLIGATIONS
22
WHICH (I) IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS WHICH WILL
PREVENT THE FORFEITURE OR SALE OF ANY PROPERTY OR ANY MATERIAL INTERFERENCE WITH
THE USE THEREOF BY SUCH PERSON, AND HAS BEEN ADEQUATELY RESERVED AGAINST IN
ACCORDANCE WITH GAAP, AND (II) IF NOT SO PAID, COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT; AND
(C)
COMPLY, AND CAUSE EACH SUBSIDIARY TO
COMPLY, WITH ALL GOVERNMENTAL REQUIREMENTS EXCEPT WHERE FAILURE TO SO COMPLY
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
8.10
ASSIGNMENT OF INTERNATIONAL LETTER OF CREDIT
PROCEEDS.
EACH LETTER OF CREDIT OR BANK GUARANTY ISSUED IN FAVOR OF THE
BORROWER WITH RESPECT TO THE SALE OF ITEMS RELATED TO EXPORT ORDERS TO BE
FINANCED UNDER THIS AGREEMENT AND INCLUDED IN THE INTERNATIONAL BORROWING BASE,
IF ANY, (A) SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE BANK,
AND (B) SHALL BE ISSUED IN THE MANNER REQUIRED BY THE BANK BY FINANCIAL
INSTITUTIONS REASONABLY ACCEPTABLE TO THE BANK.