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 ITS ORGANIZATIONAL STRUCTURE
OR IDENTITY; OR (F) ENTER INTO ANY AGREEMENT TO DO ANY OF THE FOREGOING.
2.16
REBORROWINGS AND REPAYMENT TERMS.
(A)
IF THE LOAN FACILITY IS A
REVOLVING LOAN FACILITY, PROVIDED THAT BORROWER IS NOT IN DEFAULT UNDER ANY OF
THE LOAN DOCUMENTS, BORROWER MAY BORROW, REPAY AND REBORROW AMOUNTS UNDER THE
LOAN FACILITY UNTIL THE CLOSE OF BUSINESS ON THE FINAL DISBURSEMENT DATE.
UNLESS THE REVOLVING LOAN FACILITY IS RENEWED OR EXTENDED BY LENDER WITH THE
CONSENT OF EX-IM BANK, BORROWER SHALL PAY IN FULL THE OUTSTANDING LOAN FACILITY
OBLIGATIONS AND ALL ACCRUED AND UNPAID INTEREST THEREON NO LATER THAN THE FIRST
BUSINESS DAY AFTER THE FINAL DISBURSEMENT DATE.
(B)
IF THE LOAN FACILITY IS A TRANSACTION SPECIFIC LOAN FACILITY,
BORROWER SHALL, WITHIN TWO (2) BUSINESS DAYS OF THE RECEIPT THEREOF, PAY TO
LENDER (FOR APPLICATION AGAINST THE OUTSTANDING LOAN FACILITY OBLIGATIONS AND
ACCRUED AND UNPAID INTEREST THEREON) ALL CHECKS, DRAFTS, CASH AND
15
OTHER REMITTANCES IT MAY RECEIVE IN PAYMENT OR ON ACCOUNT OF THE EXPORT-RELATED
ACCOUNTS RECEIVABLE OR ANY OTHER COLLATERAL, IN PRECISELY THE FORM RECEIVED
(EXCEPT FOR THE ENDORSEMENT OF BORROWER WHERE NECESSARY).
PENDING SUCH DEPOSIT,
BORROWER SHALL HOLD SUCH AMOUNTS IN TRUST FOR LENDER SEPARATE AND APART AND
SHALL NOT COMMINGLE ANY SUCH ITEMS OF PAYMENT WITH ANY OF ITS OTHER FUNDS OR
PROPERTY.
2.17
CROSS