**FORM OF REQUEST FOR EX-IM BANK APPROVAL (Finance Lease) Annex A**

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, \_\_\_\_

Export-Import Bank of the United States

811 Vermont Avenue, N.W.

Washington, D.C. 20571

Attention: Vice President - Responsible Division

> Re: Master Guarantee Agreement -- Finance Lease (Medium Term Credits
> -- Electronic Compliance Program) dated as of
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, \_\_\_\_, as amended from time to time
> (the "MGA") between \[Lessor\] (the "Lessor") and the Export-Import
> Bank of the United States (\"Ex-Im Bank\"), identified as MGA No.
> \_\_\_\_\_-F

Ladies and Gentlemen:

The undersigned Lessor hereby requests approval of a Guarantee under the
subject MGA for the proposed Transaction described in the attached Ex-Im
Bank Application (or an attached copy of such Ex-Im Bank Application if
it was previously delivered to Ex-Im Bank).

1.  [Documentation]{.underline}. The proposed Transaction will be
    evidenced as follows \[choose one\]:

> One Lease Supplement under a Lease Agreement; [or]{.underline}
>
> Multiple Lease Supplements under a Lease Agreement.

2.  [Lease Agreement]{.underline}. The form of the Lease Agreement for
    the proposed Transaction \[choose one\]:

> Has been previously approved by Ex-Im Bank \[attach form of Lease
> Agreement (including English translation), opinion letter in the form
> of Annex E and copy of Ex-Im Bank Approval of Form of Lease
> Agreement\]; [or]{.underline}
>
> Has **not** been previously approved by Ex-Im Bank \[attach form of
> Lease Agreement (including English translation) and opinion letter in
> the form of Annex E\].

3.  [Type of Lease]{.underline}. The proposed Transaction will be a
    \[choose one\]:[^1]

> Finance Lease; [or]{.underline}
>
> Operating Lease.

4.  [Rent Payment Dates.]{.underline} Rent will be payable \[choose
    one\]:

> Monthly; [or]{.underline}
>
> Quarterly; [or]{.underline}
>
> Semi-annually.
>
> .

5.  [Rent:]{.underline} Rent will be calculated \[choose one\]:

> Level Amortization Method; [or]{.underline}
>
> Level Rent Method.

6.  [Risk Coverage]{.underline}. [^2] The Ex-Im Bank Guarantee coverage
    will be a Comprehensive Guarantee (coverage of commercial risk and
    political risk).

7.  [Interest Rate]{.underline}. On each Rent Payment Date, the Lessee
    shall pay rent calculated to include interest on all amounts
    disbursed and outstanding from time to time under the Credit,
    calculated at the following interest rate per annum \[select the
    appropriate boxes\]:

> a fixed interest rate of \_\_\_\_\_\_ percent per annum; or
>
> a floating interest rate equal to the sum of ([x]{.underline}) LIBOR
> (as defined in the MGA) plus ([y]{.underline})\_\_\_\_\_ percent per
> annum for each applicable Interest Period; or
>
> the alternative floating interest Reference Rate described in the
> attachment hereto.[^3]

8.  [Local Cost Goods and Services]{.underline}.

> We hereby request that the Guarantee cover the financing of Local Cost
> Goods and Services in the manner specified by the MGA, and have
> attached hereto an explanation of the grounds for this request.
>
> We do not request that the Guarantee cover the financing of Local Cost
> Goods and Services.

9.  [Additional Parties]{.underline}. In addition to Ex-Im Bank and the
    Lessor, the following Persons shall be party to the proposed
    Transaction:

> One or more Guarantors as indicated on the attached application.
>
> Other additional parties as indicated on the attached application.

10. [Requested Special Conditions]{.underline}.

> We hereby request that, solely for purposes of the proposed
> Transaction, the sixty day billing period provided in the definition
> of \"Interest Period\" in the MGA be changed to a billing period of
> \_\_\_\_\_\_\_\_ days.
>
> We hereby request that, solely for purposes of the proposed
> Transaction, Section 10.03 of the MGA be modified to provide that
> \[choose one\]:
>
> All computations of interest and fees hereunder (excluding Commitment
> Fees) and under the Lease Agreement and Lease Supplement(s) shall be
> made on the basis of a year of 365 days and actual days elapsed;
> [or]{.underline}
>
> All computations of interest and fees hereunder (excluding Commitment
> Fees) and under the Lease Agreement and Lease Supplement(s) shall be
> made on the basis of a year of 360 days and months of 30 days.
>
> We hereby request Ex-Im Bank support for Ancillary Services.
>
> We hereby request Ex-Im Bank support for Special Ancillary Services.
>
> We hereby request Ex-Im Bank support for the following special
> conditions or arrangements: \_\_\_\_\_\_\_\_\_\_

11\. [Used Equipment]{.underline}. If the proposed Transaction supports
any lease of used equipment, a Request for Ex-Im Bank Approval of Used
Equipment accompanied by a Used Equipment Questionnaire has been
previously submitted to Ex-Im Bank.

12\. [Certifications]{.underline}. We certify that neither the Lessor
signing below, not any of our Principals individually, have within the
past 3 (three) years, been (a) debarred, suspended, declared ineligible
from participating in, or voluntarily excluded from participation in, a
Covered Transaction (as defined in the Debarment Regulations, themselves
defined below); (b) formally proposed for debarment, with a final
determination still pending; (c) indicted, convicted or had a civil
judgment rendered against us for any of the offenses listed in the
Debarment Regulations; (d) delinquent on any amounts due and owing to
the U.S. Government or its agencies or instrumentalities as of the date
of execution of this certification; [or]{.underline} we have received a
written statement of exception from Ex-Im Bank attached to this
certification, permitting participation in this Covered Transaction
despite an inability to make certifications (a) through (d) of this
paragraph.

We further certify that we have not and will not knowingly enter into
any agreements in connection with the Goods and Services covered by the
proposed Transactions with any person or entity who is debarred,
suspended, declared ineligible or voluntarily excluded from
participation in procurement or non-procurement transactions with any
United States federal government department or agency pursuant to any of
the Debarment Regulations.

"Debarment Regulations" refers to the U.S. Government-wide
Non-procurement, Suspension and Debarment Regulations - Common Rule.

\* \* \*

We agree that the Guarantee shall be subject to all of the terms and
conditions of the MGA and the Ex-Im Bank Approval for the subject
Transaction. We also agree that in the event of any inconsistency
between the terms of this Request for Ex-Im Bank Approval and such Ex-Im
Bank Approval, the terms of such Ex-Im Bank Approval shall govern and
shall supersede the terms hereof to the extent of such difference.

Unless otherwise provided herein, the defined terms used in this Request
for Ex-Im Bank Approval shall have the respective meanings specified in
the MGA.

> \[LESSOR\]
>
> By
>
> (Signature)
>
> Name
>
> (Print)
>
> Title
>
> (Print)

\[Attachment\]

**FORM OF FEE LETTER Exhibit 1 to Annex A**

\[Letterhead of Lessee\]

Date \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Export-Import Bank of the United States

811 Vermont Avenue, N.W.

Washington, DC 20571

Attention: Vice President - Responsible Division

\[Lessor\]

\[Address of Lessor\]

Re: Undertaking with Respect to Ex-Im Bank Commitment Fees

Ladies and Gentlemen:

On \[date of Ex-Im Bank Application referred to below\], \[Lessor\] (the
"Lessor") submitted an "Application for Medium-Term Insurance or
Guarantee" (the "Ex-Im Bank Application") to the Export-Import Bank of
the United States ("Ex-Im Bank") in connection with the Lessor's
proposal to extend lease financing to \[Lessee\] (the "Lessee"), to be
guaranteed by Ex-Im Bank, in support of the lease of the goods and/or
services described below (the "Goods and Services") having a Net
Contract Price of U.S.\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_[^4].

Description of Goods and Services:

> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_[^5]

In order to induce Ex-Im Bank to provide its final commitment with
respect to the transaction covered by the Ex-Im Bank Application, the
Lessee hereby undertakes unconditionally that, if Ex-Im Bank issues a
final commitment to provide its guarantee with respect to such
transaction, the Lessee will pay or cause to be paid to Ex-Im Bank a
guarantee commitment fee with respect to the transaction whether or not
the transaction is consummated (including, without limitation, whether
or not any lease agreement or lease supplement is executed). Ex-Im
Bank's commitment fee shall be paid on the uncancelled and undisbursed
balance of the export financing credit that the Lessor proposes to
establish in connection with the transaction, at the rate per annum
specified in the relevant notice of final commitment delivered by Ex-Im
Bank to the Lessor. The commitment fee shall be computed on the basis of
the actual number of days elapsed (including the first day but excluding
the last), using a 360-day year, accruing from the date specified in the
relevant final commitment notice from Ex-Im Bank detailing the
Commitment Fee to the "Final Lease Delivery Date" specified in that
notice. The commitment fee shall be payable on the dates specified in
the notice.

The Lessee acknowledges and agrees that, unless the Lessee has canceled
any remaining undisbursed balance of the export financing credit, Ex-Im
Bank's commitment fee shall continue to accrue and become due and
payable as described above during any period in which the Lessor's
utilization of the Ex-Im Bank guaranteed facility is suspended.

This Undertaking with Respect to Ex-Im Bank Commitment Fees shall be
governed by and construed and enforced in accordance with the laws of
the State of New York.

Very truly yours,

\[LESSEE\]

By

(Signature)

Name

(Print)

Title

(Print)

**FORM OF EX-IM BANK APPROVAL (Finance Lease) Annex B**

> \_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_

\[Lessor\]

\[Address of Lessor\]

> Re: MGA No. \_\_\_\_\_\_-F

Ex-Im Bank Transaction No. \_\_\_\_\_\_\_\_ - \[Country\]

Ladies and Gentlemen:

The Export-Import Bank of the United States ("Ex-Im Bank") hereby
approves a Guarantee to be issued under the Master Guarantee Agreement
-- Finance Lease (Medium Term Credits -- Electronic Compliance Program),
dated as of \_\_\_\_\_\_\_\_\_\_\_\_\_\_, as amended from time to time
(the "MGA") between \[Lessor\] and Ex-Im Bank, for the Transaction
described in your application dated \_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_, on
the basis set forth below.

**1. Participants**[^6]

\- Lessee:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\- Lessee's Country:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> \- Guarantor:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Guarantor's Country:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\- User:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_[^7]

\- User's Country:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\- Exporter(s):
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> \- Local Cost Provider:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Ancillary Services
>
> Provider:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**2. Goods and/or Services**

> \- Exporter:[^8]
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Supply Contract Ref. Number:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- U.S.\$ value of Supply Contract:
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- U.S. Content:
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Foreign Content:
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Net Contract Price:
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Goods and/or Services Provided:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \[- Ancillary Services Provider:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Supply Contract Ref. Number:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- U.S.\$ Value of Supply Contract:
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- U.S. Content:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Foreign Content:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Ancillary Services Provided:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\]
>
> \[- Local Cost Provider:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Local Cost Provider Supply
>
> Contract Ref. Number(s):
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- U.S.\$ Value of Supply Contract:
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Local Cost Goods
>
> and Services Provided:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\]

**3. Terms of Ex-Im Bank Guarantee**

> \- Financing Type: Medium Term Credit -- Finance Lease
>
> \- Types of Guarantee Risk
>
> Coverage and Credit[^9]: Comprehensive
>
> \- Type of Lease \[choose one\]:[^10]
>
> \_\_\_ Finance Lease
>
> \_\_\_ Operating Lease

\- Amount of Principal Guaranteed:
US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\- Reference Rate of Interest:[^11]
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> \- Guaranteed Interest Rate:[^12]
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

-   Rent Payment Date \[choose one\]

> \_\_\_ Monthly
>
> \_\_\_ Quarterly
>
> \_\_\_ Semiannually

-   Rent \[choose one\]:

> \_\_\_ Level Amortization Method
>
> \_\_\_ Level Rent Method
>
> \- Initial Eligibility Date:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Final Lease Delivery Date:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Guarantee Availability Date:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Required Operative Date: \_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_

**4. Exposure and Commitment Fees**

> \- Exposure Fee: \[US\$\_\_\_\_\_\_\_\_\_\_\_ per
> \$100\]\[US\$\_\_\_\_\_\_\_\_\_\_\_\_\]
>
> \- Exposure Fee Amount: \_\_\_ Financed \_\_\_\_ Not Financed
>
> \- Exposure Fee Payment method: \_\_\_ As Disbursed \_\_\_\_ Up Front
>
> \- Commitment Fee: \_\_\_\_\_ of 1% per annum of the undisbursed
> amount of the Credit to Lessee accruing from
> \_\_\_\_\_\_\_\_\_\_\_\_\_ and payable semiannually on each
> \_\_\_\_\_\_\_\_\_\_\_\_ and \_\_\_\_\_\_\_\_\_\_\_\_, beginning with
> the Rent Payment Date occurring on \_\_\_\_\_\_\_\_\_\_\_\_,
> 20\_\_.[^13]

**5. Amounts (Total for all Supply Contracts)**

> \- U.S. Content:
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \[- Ancillary Services
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\]
>
> \[- Special Ancillary Services
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\]
>
> \- Foreign Content:
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Net Contract Price:
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Cash Payment (\_\_\_\_%):
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \[- Local Cost Financed Portion
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\]
>
> \- Exposure Fee
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \- Total Financed Amount:
> US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**6. Terms of Lease to Lessee**

-   Guaranteed Rent shall be payable \[semiannually/quarterly/monthly\]
    in not more than \_\_\_\_\_\_\_\_\_\_\_ (\_\_) installments on the
    \_\_\_\_ day of each \[month\] \[\_\_\_\_\_\_\_\_\_\_\_\_,
    \_\_\_\_\_\_\_\_\_\_, \_\_\_\_\_\_\_\_\_ and
    \_\_\_\_\_\_\_\_\_\_\_\_ \[insert calendar months\]\], beginning on
    \_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_ (the "Rent Payment Dates").

-   Guaranteed Rent shall be calculated in accordance with the \[choose
    one\]: \_\_\_ Level Amortization Method or \_\_\_ Level Rent Method

> \- Lease Supplements: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[containing
> the joint and several guarantees of the Guarantors\][^14]
>
> \- Documentation: Lease Agreement and Lease Supplement(s) containing
> all Required Lease Provisions set forth in Schedule B-1,
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[insert other\] (Required
> by Ex-Im Bank)

**7. Special Conditions:**

-   (Y/N) [Ex-Im Bank Approval of Form of Lease Agreement]{.underline}
    has been received from Ex­Im Bank Legal Department.

-   [Remarketing Agreement:]{.underline} A Remarketing Agreement with
    Ex-Im Bank in the form of Annex G:

    -   \_\_\_\_ Is required.

    -   \_\_\_\_ Is NOT required.

-   \[If the Lessor wishes to use a Reference Rate other than LIBOR (as
    defined in the MGA), such Reference Rate must be included as a
    special condition.\]

-   \[Other Conditions:
    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\]

The Guarantee shall be subject to all of the terms and conditions of the
MGA, as supplemented by ([a]{.underline}) this Ex-Im Bank Approval, and
([b]{.underline}) in the case of a Transaction involving Foreign
Currency Credit(s), the MGA Foreign Currency Supplement, in each case,
between the Lessor and Ex-Im Bank. Unless otherwise provided herein, the
defined terms used in this Ex-Im Bank Approval shall have the respective
meanings specified in the MGA.

Responsible Division:\_\_\_\_\_\_ Division (Telephone: (1-202)
565-\_\_\_\_; Facsimile: (1-202) 565-\_\_\_\_)

EXPORT-IMPORT BANK OF THE UNITED STATES

> By
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Signature)
>
> Name
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)
>
> Title
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)

AGREED TO THIS \_\_\_\_ DAY OF \_\_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_

\[LESSOR\]

By \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Signature)

Name \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Print)

Title \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Print)

Schedule [B-1]{.underline}

**[REQUIRED LEASE PROVISIONS]{.underline}**[^15]

1.  Each Lease Agreement and each Lease Supplement must name the Lessor
    and the Lessee and any Guarantor as parties and be executed by the
    Lessor and the Lessee and any Guarantor.

2.  The Lease Agreement must provide for one or more Lease Supplements
    that will specifically list the items leased, and will set out in
    respect of the listed items: (i) the beginning and ending of the
    term of the lease, (ii) the rent payable under the Lease Agreement
    as at each Rent Payment Date, and (iii) termination value as at each
    Rent Payment Date.

3.  Each Lease Supplement must prominently refer on its face page to the
    Lease Agreement to which it pertains, including the parties to the
    Lease Agreement and its date.

4.  The Lease Supplement must describe all Goods and Services and Local
    Cost Goods and Services intended to be leased under the Lease
    Supplement, listing each item by model and serial number. Any
    services and licensing rights included in the rental payments must
    be specifically described.

5.  Each Lease Supplement must specify the amount of rent due on each
    Rent Payment Date. RENT DUE ON EACH RENT PAYMENT DATE MUST BE NO
    LESS THAN THE AMOUNT OF GUARANTEED RENT FOR SUCH PAYMENT DATE.

6.  Each Lease Supplement must specify the termination value as of each
    Rent Payment Date. TERMINATION VALUE AS AT EACH RENT PAYMENT DATE
    MUST BE NO LESS THAN THE AMOUNT OF THE GUARANTEED TERMINATION VALUE
    AS AT SUCH RENT PAYMENT DATE.

7.  THE LEASE AGREEMENT MUST PROVIDE THAT UPON ANY DEFAULT IN THE
    PAYMENT OF RENT, OR ANY TERMINATION OF THE LEASE BY REASON OF ANY
    OTHER DEFAULT BY THE LESSEE,

    a.  the Lessor may terminate the lease, take possession of the
        LEASED ITEMS, AND sell or re-lease the ITEMS,

    b.  The lessor may exercise any other right of remedy which may be
        available to it by law, and

    c.  TERMINATION VALUE and all other amounts then due under the Lease
        Agreement WILL AUTOMATICALLY BECOME DUE AND PAYABLE IN FULL AS
        AT THE DATE OF SUCH PAYMENT DEFAULT OR TERMINATION, AND THE
        LESSEE SHALL PAY all costs and expenses of collection,
        repossession and sale or re-lease of the ITEMS.

8.  The Lease Agreement must provide that the Lessee must pay all
    amounts owing by it under the Lease Agreement free and clear of and
    without deduction or withholding for or on account of any taxes.

9.  The Lease Agreement must provide that the lease is a net lease, and
    that the Lessee (and not the Lessor) is solely responsible to insure
    and maintain the property leased under the Lease Agreement, and to
    pay all taxes in respect of the lease and the leased items at its
    sole cost and expense.

10. The Lease Agreement must provide that the Lessee may not cancel or
    terminate the lease term other than by payment in full of the
    termination value then applicable and all other amounts then due
    under the Lease Agreement and the Lease Supplement.

11. The Lease Agreement must provide that in the event of the loss or
    destruction of any of the leased items, the Lessee shall on the next
    Rent Payment Date pay the termination value of the items so lost or
    destroyed.

12. The Lessee must acknowledge and agree under the Lease Agreement that
    upon its receipt of notice from Ex-Im Bank that the Lessor has
    assigned its rights under the lease to Ex-Im, the Lessee will make
    all payments under Lease Agreement and the Lease Supplement(s) to
    Ex-Im Bank or at Ex-Im Bank's direction as provided in such notice.

13. The Lease Agreement must provide that the Lessee shall not (a)
    sublease the leased items or transfer or release the leased items
    from the Lessee's possession and control, (b) sell the leased items
    or (c) create or allow to exist any lien or encumbrance on the
    leased items.

14. The Lease Agreement must provide that it will be a default under the
    lease if the Lessee or any Guarantor shall (A) be unable to pay or
    shall admit in writing that it is unable to pay its debts as they
    fall due or shall become insolvent; or the Lessee or any Guarantor
    shall apply for or consent to the appointment of any liquidator,
    receiver, trustee or administrator for all or a substantial part of
    its business, properties, assets or revenues; or a liquidator,
    receiver, trustee or administrator shall be appointed for the Lessee
    or any Guarantor and such appointment shall continue undismissed,
    undischarged or unstayed for a period of thirty (30) days; or (B)
    institute (by petition, application, answer, consent or otherwise)
    any bankruptcy, arrangement, readjustment of debt, dissolution,
    liquidation or similar executory or judicial proceeding; or a
    bankruptcy, arrangement, readjustment of debt, dissolution,
    liquidation or similar executory or judicial proceeding shall be
    instituted against the Lessee or any Guarantor and shall remain
    undismissed, undischarged or unstayed for a period of thirty (30)
    days; or (C) take any action seeking to take advantage of any other
    law relating to bankruptcy, insolvency, liquidation, termination,
    dissolution, winding-up or composition or readjustment of debts;
    or (D) take any corporate or similar action for the purpose of
    effecting any of the foregoing.

15. Each Lease Supplement must state that the Lessee has accepted the
    leased items for the purposes of the lease.

16. The Lease Agreement must provide that the Lessee will have no right
    of set-off, claim or counterclaim against the Lessee for any reason,
    including any breach of warranty.

17. Each Lease Agreement and Lease Supplement must be in English or
    accompanied by a certified translation into English.

18. The Lease Agreement must provide that, if Ex-Im Bank shall have made
    a claim payment to the Lessor with respect to any Floating Rate
    Rent, then, beginning on the date of such claim payment, Special
    LIBOR shall apply to each such installment of Floating Rate Rent in
    place of the Reference Rate contained in the relevant Lease
    Agreement or Lease Supplement(s) for all purposes and each such
    installment of Floating Rate Rent shall bear interest at a rate
    equal to the greater of (A) Special LIBOR and (B) Special LIBOR plus
    the Margin.

19. The Lease Agreement must provide that if Ex-Im Bank shall have made
    a claim payment to the Lessor, then, beginning on the date of such
    claim payment, if any amount of rent then owing to Ex-Im Bank that
    is not paid in full when due, whether at stated maturity, by
    acceleration or termination or otherwise, the Lessee shall pay to
    Ex-Im Bank on demand interest on such unpaid amount (to the extent
    permitted by applicable law) for the period from the date such
    amount was due to Ex-Im Bank until such amount shall have been paid
    in full at an interest rate per annum equal to one percent (1%) per
    annum above the Guaranteed Interest Rate.

20. The Lease Agreement must provide that if any default under the Lease
    Agreement should occur and be continuing, then Ex-Im Bank, by
    written notice to the Lessor, the Lessee and any Guarantor, may:
    ([i]{.underline}) suspend further Utilizations of the Credit until
    Ex-Im Bank is satisfied that the cause of such suspension has been
    removed; or ([ii]{.underline}) cancel the unutilized and uncancelled
    amount of the Credit.

**CONDITIONS PRECEDENT - MEDIUM TERM CREDITS (Finance Lease) Annex C**

I. [Introduction]{.underline}

Any Credit may be Utilized by the Lessor making a Lease Delivery. Any
such Utilization must comply with the requirements set forth in Part II
below. The obligation of the Lessor to permit the first Utilization of
any Credit shall be subject to the delivery to the Lessor of the
appropriate documents indicated in Part II below and to the fulfillment,
in a manner satisfactory to the Lessor, of the conditions set forth in
Part II below. The obligation of Ex-Im Bank to provide its Guarantee
with respect to any Credit shall be subject to the delivery to Ex-Im
Bank of the appropriate documents indicated in Part III below and to the
fulfillment, in a manner satisfactory to Ex-Im Bank, of the conditions
set forth in Part III below.

II\. [Utilization Conditions]{.underline}.

A. [Conditions to First Utilization]{.underline}. In each Transaction,
the obligation of the Lessor to permit the first Utilization of the
Credit shall be subject to the delivery to the Lessor of the appropriate
documents indicated below and to the fulfillment, in a manner
satisfactory to the Lessor, of the conditions set forth below:

> 1\. [Ex-Im Bank Approval]{.underline}. The fully executed Ex-Im Bank
> Approval (Finance Lease) with respect to such Credit shall be in full
> force and effect.
>
> 2\. [Lease Agreement]{.underline}. A Lease Agreement shall have been
> executed by all parties and in full force and effect.
>
> 3\. [Legal Opinion]{.underline}. Lessor shall have delivered to Ex-Im
> Bank an Opinion of legal counsel in the Lessee's Country in the form
> of Annex E and otherwise in scope satisfactory to Ex-Im Bank opining
> that the form of the Lease Agreement as supplemented by a lease
> supplement in the form of the Lease Supplement is legal, valid,
> binding and enforceable in accordance with its terms in the Lessee's
> Country.
>
> 4\. [Remarketing Agreement]{.underline}. If required under the
> relevant Ex-Im Bank Approval, Lessor shall have entered into a
> Remarketing Agreement with Ex-Im Bank in substantially the form of
> Annex G.
>
> 5\. [Other Conditions Precedent]{.underline}. Each of the conditions
> precedent to first Utilization set forth in the Ex-Im Bank Approval
> with respect to such Credit, if any, and each of the conditions
> precedent to first Utilization set forth in the Lease Agreement, shall
> be fully satisfied or waived by both the Person bound by such
> condition and the Person benefiting from such condition.
>
> 6\. [No Event of Default]{.underline}. The Lessor shall be reasonably
> satisfied that, at the time all of the foregoing conditions have been
> satisfied or waived, the Lessee shall have paid when due any amount
> owing under the Agreement, any Lease Agreement or any Lease Supplement
> with respect to the Credit, and that no Event of Default and no event
> which but for the giving of notice or the lapse of time or both would
> constitute an Event of Default shall have existed.
>
> 7\. [Exposure Fee]{.underline}. If the relevant Ex-Im Bank Approval
> indicates that the Exposure Fee will be paid "up front" and not
> financed, Ex-Im Bank shall have received the Exposure Fee in the
> entire amount indicated in such Ex-Im Bank Approval.

B. [Conditions to Each Lease Delivery]{.underline}. In each Transaction,
the obligation of the Lessor to make each Lease Delivery under the
Credit (including any Lease Delivery in connection with the first
Utilization of such Credit) shall be subject to the delivery to the
Lessor of the appropriate documents indicated below and to the
fulfillment, in a manner satisfactory to the Lessor, of the conditions
set forth below:

> 1\. [Ex-Im Bank Approval]{.underline}. The Ex-Im Bank Approval with
> respect to such Credit must continue to be in full force and effect on
> the relevant Lease Delivery Date.

2.  [Lease Supplement]{.underline}. The Lessor shall have received the
    fully executed Lease Supplement.

> 3\. [Lease Delivery Documents]{.underline}. The Lessor must have
> received the following materials (the \"Lease Delivery Documents\"):
>
> \(a\) [Invoices, Etc]{.underline}. Copies of the invoice(s) for the
> Goods and/or Services or Local Cost Goods and Services to be financed
> under the requested Lease Delivery, bearing or accompanied by evidence
> that the Exporter(s), Ancillary Services Provider(s) or Local Cost
> Provider(s) thereof, as the case may be, has been paid. If the Lessor
> is a U.S. entity and takes title to the Goods and Services, invoices
> and evidence of payment is [not required]{.underline} other than for
> Ancillary Services provided by a person other then the Lessor and
> Local Cost Goods and Services. In any other case, evidence of payment
> may be any of the following: ([i]{.underline}) a "paid" stamp on the
> invoice signed by the Exporter, Local Cost Provider or Ancillary
> Services Provider; ([ii]{.underline}) a copy of a commercial bank\'s
> "Advice of Payment" to the Exporter, Local Cost Provider or Ancillary
> Services Provider; ([iii]{.underline}) a copy of both sides of a
> canceled check made payable to the Exporter, Local Cost Provider, or
> Ancillary Services Provider; or ([iv]{.underline}) a letter from the
> Exporter, Local Cost Provider or Ancillary Services Provider
> acknowledging payment. Each invoice (other than any invoice for Local
> Cost Goods and Services) must include the U.S. street address of the
> Exporter or Ancillary Services Provider thereof, as the case may be,
> unless otherwise approved in writing by Ex-Im Bank.
>
> \(b\) [Bills of Lading]{.underline}. All signed, clean, onboard ocean,
> airway, railway or other bills of lading (\"Bills of Lading\")
> evidencing shipment of Goods from the United States to the User's
> Country (or, if the User's Country is either Canada or Mexico, a
> destination in the United States which is a point of importation into
> Canada or Mexico, respectively). Bills of Lading are not required for
> Services.
>
> \(c\) [Exporter's Certificate(s)]{.underline}. (i) In the case of the
> first Lease Delivery made in respect of Goods, Services or Local Cost
> Goods and Services, an original Initial Exporter's Certificate from
> the relevant Exporter (with respect to Goods and Services and Local
> Cost Goods and Services) or Ancillary Services Provider in the form of
> Exhibit C-1, manually signed by an authorized officer or employee of
> such Exporter or Ancillary Service Provider and completed in
> accordance with its instructions. If the Lessor is a U.S. entity and
> takes title to the Goods and Services, the Lessor is the "Exporter,"
> the Lessee is the "Purchaser" and the relevant Lease Agreement is the
> "Supply Contract/Purchase Order".
>
> \(ii\) If an Exporter or Ancillary Services Provider delivers to the
> Lessor an Amended Exporter's Certificate, such original Amended
> Exporter's Certificate manually signed by an authorized officer or
> employee of such Person, and completed in accordance with its
> instructions.
>
> \(iii\) If an Exporter or Ancillary Services Provider delivers to the
> Lessor an Amended Exporter's Certificate changing any of the
> certifications included in paragraphs 1, 4, 5 or 6 of the Initial
> Exporter's Certificate, (A) in the case of changes to paragraph 1, a
> copy of the completed Disbursement Percentage Calculator page and (B)
> in the case of changes to paragraphs 4 and 5, a document signed by
> Ex-Im Bank consenting to such change.
>
> \(d\) [Other Documents]{.underline}. The Lessor must have received
> such other documents, certificates, instruments or information, if
> any, as required by Ex-Im Bank in the Ex-Im Bank Approval with respect
> to such Credit ("Other Documents") on the relevant Lease Delivery
> Date.
>
> \(e\) [Cash Payment]{.underline}. The Lessor shall have received or
> financed the Cash Payment required under Section 3.01(a) of the
> Agreement.[^16]
>
> 4\. [Ex-Im Bank Exposure Fee]{.underline}. Ex-Im Bank shall have been
> paid the Exposure Fee. If the relevant Ex-Im Bank Approval indicates
> that the Exposure Fee will be paid "up front" and financed, payment of
> the Exposure Fee in the entire amount indicated in such Ex-Im Bank
> Approval shall be no later than the first Lease Delivery Date.
>
> 5\. [No Restrictions]{.underline}. To the reasonable knowledge of the
> Lessor, no law, regulation, ruling or other action of any Governmental
> Authority, shall have been in effect or shall have occurred, the
> effect of which would be to prevent any party to the Agreement, the
> Lease Agreement or any Lease Supplement(s) from fulfilling its
> obligations on the relevant Lease Delivery Date.
>
> 6\. [Local Cost Goods and Services]{.underline}. In connection with
> any Lease Supplement Financed Amount in respect of Local Cost Goods
> and Services that are invoiced in a currency other than U.S. Dollars,
> the Lessor shall calculate the U.S. Dollar equivalent of each such
> Lease Supplement Financed Amount to be charged to the Credit by
> converting into U.S. Dollars the aggregate invoice value using any
> reasonable and customary U.S. Dollar exchange rate for the applicable
> currency on any date occurring not more than five (5) Business Days
> prior to, but no later than, the relevant Lease Delivery Date. The
> Lessor shall retain evidence of each such currency conversion in its
> Transaction Document files with respect to the relevant Transaction.
>
> 7\. [Other Conditions Precedent]{.underline}. Each of the conditions
> precedent to each Utilization set forth in the Ex-Im Bank Approval
> with respect to such Credit, if any, and each of the conditions
> precedent to each Utilization set forth in the Lease Agreement shall
> have been fully satisfied or waived by both the Person bound by such
> condition and the Person benefiting from such condition on the
> relevant Lease Delivery Date.
>
> 8\. [No Event of Default]{.underline}. The Lessor shall be reasonably
> satisfied that, at the time all of the foregoing conditions have been
> satisfied or waived, the Lessee shall have paid when due any amount
> owing under the Agreement, any Lease Agreement or any Lease Supplement
> with respect to the Credit, and, that no Event of Default and no event
> which but for the giving of notice or the lapse of time or both would
> constitute an Event of Default shall have existed on the relevant
> Lease Delivery Date.

III\. [Guarantee Conditions]{.underline}.

A. The obligation of Ex-Im Bank with respect to any Credit to issue a
Lease Delivery Approval with respect to any Lease Delivery shall be
subject to the delivery to Ex-Im Bank of the appropriate documents
indicated below and to the fulfillment, in a manner satisfactory to
Ex-Im Bank, of the conditions set forth below:

> 1\. [Conditions to First Issuance of Lease Delivery
> Approval]{.underline}. As a condition precedent to the first issuance
> of a Lease Delivery Approval, the following conditions shall have been
> fulfilled to the satisfaction of Ex-Im Bank:
>
> \(a\) [Ex-Im Bank Approval]{.underline}. The fully executed Ex-Im Bank
> Approval with respect to such Credit shall be in full force and effect
> on the relevant Lease Delivery Date.
>
> \(b\) [Lease Agreement]{.underline}. A Lease Agreement shall have been
> fully executed by the parties thereto and be in full force and effect
> on the relevant Lease Delivery Date.
>
> 2\. [Conditions Precedent to the Issuance of Each Lease Delivery
> Approval]{.underline}. As conditions precedent to the issuance of each
> Lease Delivery Approval by Ex-Im Bank (including the first issuance),
> the obligation of Ex-Im Bank with respect to any Credit to issue such
> Lease Delivery Approval shall be subject to the delivery to Ex-Im Bank
> of the appropriate documents indicated below and to the fulfillment,
> in a manner satisfactory to Ex-Im Bank, of the conditions set forth
> below:
>
> \(a\) [Other Documents]{.underline}. Such other documents,
> certificates, instruments or information relating to the Agreement,
> the Lease Agreement or the Lease Supplement(s) or the relevant
> Transaction as Ex-Im Bank may have reasonably requested shall have
> been delivered in form and substance satisfactory to Ex-Im Bank on the
> relevant Lease Delivery Date.
>
> \(b\) [Exposure Fee]{.underline}. Ex-Im Bank shall have received the
> relevant Exposure Fee payment.
>
> \(c\) [Guarantee Commitment Fee]{.underline}. Ex-Im Bank shall have
> received the relevant Guarantee Commitment Fee payment.
>
> \(d\) [Request for Lease Delivery Approval]{.underline}.
>
> \(i\) At any time prior to the close of business on the Guarantee
> Availability Date for the relevant Transaction, Ex-Im Bank shall have
> received from the Lessor a Request for Lease Delivery Approval with
> respect to such Lease Delivery (ies); *provided* that the Lessor shall
> use its best efforts to submit each Request for Lease Delivery
> Approval within three (3) Business Days after the Lease Delivery which
> is covered by such request.
>
> \(ii\) Upon submission to Ex-Im Bank of any Request for Lease Delivery
> Approval, the Lessor shall be deemed to have made the following
> representations to Ex-Im Bank:
>
> \(A\) The Request for Lease Delivery Approval has been completed by a
> duly authorized representative of the Lessor and the information and
> statements set forth therein are accurate in all respects.
>
> \(B\) To the best of the Lessor's knowledge, relying solely upon
> representations and warranties of the Lessee and the
> Guarantor(s)[^17], if any, opinions of counsel to the Lessee and any
> such Guarantor and specimen signatures provided by the Lessee and the
> Guarantor(s) (which representations, warranties and opinions are
> deemed appropriate by Lessor\'s counsel and which signatures on the
> Lease Agreement and the Lease Supplement(s) and on the guarantee of
> any such Guarantor appear on their face to correspond to the specimens
> provided), without independent inquiry, the Lease Agreement and the
> Lease Supplement(s) and the guarantee of each Guarantor thereon have
> been duly authorized, executed and delivered and are fully enforceable
> in accordance with their terms under the laws of the Lessee's Country
> and User's Country[^18] \[and under the laws of each Guarantor\'s
> country\]; and the Lessor has no knowledge of any fact which would
> render the Lease Agreement, the Lease Supplement(s) or the guarantee
> of any Guarantor unenforceable;

\(C\) To the best of the Lessor's knowledge, relying solely upon
representations and warranties of the Lessee and each Guarantor, if any,
and opinions of counsel to the Lessee and each Guarantor (which
representations, warranties and opinions are deemed appropriate by
Lessor\'s counsel), without independent inquiry, the requirements of any
and all laws and regulations of any Governmental Authority of the
Lessee\'s Country and the Guarantor's Country with respect to the
availability and transfer of foreign exchange required to make all
payments under the Lease Agreement and the Lease Supplement(s) and any
guarantee by a Guarantor have been met; and

> \(D\) To the best of the Lessor's knowledge, relying solely upon
> representations and warranties of the Lessee and the Guarantor(s), if
> any, and opinions of counsel to the Lessee and each Guarantor(s)
> (which representations, warranties and opinions are deemed appropriate
> by Lessor\'s counsel), without independent inquiry, the Credit was not
> in default as to the payment of rent on the date of Utilization.
>
> \(e\) [Other Conditions Precedent]{.underline}. Each of the conditions
> precedent to the issuance of a Lease Delivery Approval set forth in
> the Ex-Im Bank Approval with respect to such Credit, if any, shall be
> fully satisfied or waived by both the Person bound by such condition
> and the Person benefiting from such condition.
>
> \(f\) [No Event of Default]{.underline}. The Lessor shall be
> reasonably satisfied that ([x]{.underline}) the Lessee shall have paid
> when due any amount owing under the Agreement, the Lease Agreement or
> any Lease Supplement with respect to the Credit, and ([y]{.underline})
> no Event of Default and no event which but for the giving of notice or
> the lapse of time or both would constitute an Event of Default shall
> have existed on the relevant Lease Delivery Date.

Exhibit I to Annex C

**Number range CHAPTEREXPORT-IMPORT BANK OF THE UNITED STATES**

FORM OF EXPORTER\'S CERTIFICATE

**For Use With Medium and Long Term Loans and Guarantees, and Medium
Term Export Credit Insurance**

Name and U.S. Street Address of Exporter:

Date:\_\_\_\_\_\_\_\_\_\_\_

RE: Ex-Im Bank Credit/Guarantee/Insurance Number:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Purchaser: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Supply Contract/Purchase Order No.(s)
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Check one:  Initial Exporter's Certificate

 Amended Exporter's Certificate. The following has changed: \[specify\]

We understand that the Export-Import Bank of the United States (\"Ex-Im
Bank\") provides credit support to promote U.S. export sales, and that
Ex-Im Bank will determine the scope of its support for our sale to the
Purchaser based on the information provided below. To aid in this
determination, we, the Exporter, hereby certify:

[PART A: CONTENT]{.underline}

1.  [Content]{.underline}. This information is based on our best efforts
    to assess the value of the goods and services ("Goods and Services")
    to be provided under our supply contract or signed purchase order
    with the Purchaser (the "Supply Contract/Purchase Order(s)").
    Content changes may need to be reported via an amended Exporter's
    Certificate (see Part C below). Check one:

>  The Goods and Services contain only U.S. Content: the U.S. Content
> Percentage is 100% (i.e., no Foreign Content, Local Costs, or Excluded
> Goods and Services (defined below)). Please do [not]{.underline}
> complete the chart if this box is checked.

 The Goods and Services contain [less than]{.underline} 100% U.S.
Content. Please complete the chart if this box is checked.

  ---- -------------- --------------------------------------------- --------
                      Definition                                    USD

  A.   Supply         The aggregate price of [all]{.underline}      
       Contract/      Goods and Services in the Supply              
       Purchase       Contract/Purchase Order(s).                   
       Order(s)                                                     

  B.   Excluded Goods The aggregate price of all Goods and Services 
       and Services   that are [not]{.underline} eligible for (or   
                      excluded from) Ex-Im Bank support (e.g.,      
                      goods not shipped from the U.S.)              

  C.   Contract Price A minus B                                     

  D.   Local Costs    The aggregate price of all Goods              
                      originated/manufactured in the Purchaser's    
                      country and all Services provided by          
                      residents of the Purchaser's country.         

  E.   Net Contract   C minus D                                     
       Price                                                        

  F.   Foreign        The aggregate cost to the Exporter of any     
       Content        Goods (or components thereof) that were       
                      produced or manufactured outside the U.S.,    
                      Services provided by third country-resident   
                      personnel, and foreign freight costs and      
                      foreign insurance included in the Net         
                      Contract Price for Goods exported from the    
                      U.S. (Such amount shall not include any Local 
                      Costs.)                                       

  G.   U.S. Content   E minus F                                     

  H.   U.S. Content   G divided by E, expressed as a percentage.    \%
       Percentage                                                   

                                                                    
  ---- -------------- --------------------------------------------- --------

  ---- -------------- --------------------------------------------- --------
  I.   Disbursement   Initial Exporter's Certificate: input the     \%
       Percentage     lower of (i) 85% and (ii) the percentage in   
                      H. Amended Exporter's Certificate: input the  
                      percentage obtained from the Disbursement     
                      Percentage Calculator page (if any).          

  ---- -------------- --------------------------------------------- --------

[PART B: GOODS AND SERVICES TO BE SUPPORTED BY EX-IM BANK]{.underline}

We hereby certify, as to ourselves and the Goods and Services covered by
the Ex-Im Bank Credit/Guarantee/Insurance, as follows:

2\. [15% Cash Payment]{.underline}. We (i) have received (or will
receive) payment for at least 15% of the Net Contract Price, and/or (ii)
have financed (or will finance) such amount at market rates. We have
submitted (or will submit) evidence of payment of our invoices. (For
100% U.S. Goods and Services, "Net Contract Price" means the aggregate
price of such Goods and Services.)

3\. [Invoices and Shipment]{.underline}. We have provided (or will
provide) copies of (i) invoices describing the Goods and Services and
(ii) signed, clean, onboard bills of lading evidencing that the Goods
included in the Net Contract Price have been shipped from the U.S. to
the Purchaser's country. For Services, progress payments for Goods prior
to shipment, and/or Local Costs , the value of the work performed at the
time the invoices therefor are submitted for payment shall equal or
exceed the amount so invoiced (or we have obtained Ex-Im Bank's prior
consent to an alternative arrangement).

4\. [Suspension and Debarment]{.underline}. We and each of our
Principals individually, have not within the past 3 years been a)
debarred, suspended, declared ineligible from participating in, or
voluntarily excluded from participation in, a Covered Transaction, b)
formally proposed for debarment, with a final determination still
pending, c) indicted, convicted or had a civil judgment rendered against
us for any of the offenses listed in the Regulations, d) delinquent on
any substantial debts owed to the U.S. Government or its agencies or
instrumentalities as of the date of execution of this certification;
[or]{.underline} we have received a written statement of exception from
Ex-Im Bank attached to this certification, permitting participation in
this Covered Transaction despite an inability to make certifications a)
through d) in this paragraph.

We further certify that we have not and will not knowingly enter into
any agreements in connection with the Goods and Services with any
individual or entity that has been debarred, suspended, declared
ineligible from participating in, or voluntarily excluded from
participation in a Covered Transaction. All capitalized terms not
defined herein shall have the meanings set forth in the Government-wide
Non-procurement Suspension and Debarment Regulations - Common Rule
(Regulations).

5\. [Other Payments; Legal Compliance]{.underline}. Without Ex-Im Bank's
written consent, a copy of which is attached, we have not and will not
agree to, offer to, cause to, or arrange for, directly or indirectly,
any payment, discount, allowance, rebate, commission, fee or other
payment in connection with the sales of the Goods and Services under (or
obtaining) the Supply Contract/Purchase Order(s) or Ex-Im Bank
Credit/Guarantee/Insurance, [except]{.underline} for a) payment of
manufacturing costs or for the purchase of the Goods, b) the regular
remuneration of our regular full-time directors, officers and employees;
c) regular commissions or fees, if any, to our regular sales agent,
broker or representative and readily identifiable on our books and
records as to amount, purpose and recipient; d) any discounts,
allowances, or rebates to the Purchaser that are disclosed in our
invoices; or e) any letter of credit or other fees paid to commercial
banks or any payments made to Ex-Im Bank in connection with the Ex-Im
Bank Credit/Guarantee/Insurance.

In addition, we have not, and will not, engage in any activity in
connection with this transaction that is a violation of the Foreign
Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq. To the best
of our knowledge, the Supply Contract/Purchase Order(s) and the
performance by the parties of their respective obligations thereunder
does not violate any applicable law.

6\. [Munitions List]{.underline}. Except as described on our attached
statement, none of the Goods and Services are on the U.S. Munitions List
(part 121 of Title 22 of the Code of Federal Regulations).

[PART C: CHANGES AND EX-IM BANK RELIANCE]{.underline}

7\. [Changes to Certifications]{.underline}. With respect to Part A, we
will promptly complete and submit an amended Exporter's Certificate if
there has been a "material change" in the U.S. Content Percentage
(together with a copy of the completed "Disbursement Percentage
Calculator" found at
[[www.exim.gov](http://www.exim.gov/)/disbcalc.html]{.underline}) prior
to any further presentation of invoices for payment. A "material change"
in the U.S. Content Percentage occurs if (a) the U.S. Content Percentage
has decreased by more than 5% (as compared to the U.S. Content
Percentage reported in the initial Exporter's Certificate)
[and]{.underline} (b) aggregate foreign content is over 20% (i.e., the
new U.S. Content Percentage is less than 80%).

With respect to Parts B or C, if [any]{.underline} of the certifications
made therein become untrue, we will promptly submit an amended
Exporter's Certificate, noting the changes and with any required
attachments, prior to any further presentation of invoices for payment.

8\. [Ex-Im Bank Reliance]{.underline}. With knowledge that Ex-Im Bank
will rely on the certifications and representations made in this
Certificate, we agree we are liable for any damages suffered by Ex-Im
Bank\'s reliance. We understand that these certifications are subject to
the penalties for fraud provided in Article 18 U.S.C., Section 1001. [We
agree that presentation of invoices for payment under the Ex-Im Bank
Credit/Guarantee/Insurance is a confirmation by us of the information
and certifications made herein .]{.underline} By his signature, the
person signing this Certificate on behalf of the Exporter represents
that he is fully authorized to do so. We agree to provide additional
information with respect to any of the matters covered in this
Certificate upon Ex-Im Bank's reasonable written request.

\[ EXPORTER\]

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

*(Authorized Officer or Employee)*

Name:

Title:

**[INSTRUCTIONS TO EXPORTERS:]{.underline}**

**[Part A: Content]{.underline}**

The information provided in Part A will be used to determine the total
amount of Ex-Im Bank guarantee, loan or insurance support for a
transaction. Please refer to Ex-Im Bank's Fact Sheets on Foreign
Content, Local Costs, and Ancillary Services at
[[http://www.exim.gov/mpub.html]{.underline}](http://www.exim.gov/division/credit/aboutca.html)
for a further explanation of Ex-Im Bank's content and cover policies.

**[Part B: Goods and Services to be Supported by Ex-Im
Bank]{.underline}**

"Goods and Services to be Supported by Ex-Im Bank "are those good and
services provided by the Exporter and eligible for coverage under an
Ex-Im Bank Credit/Guarantee/Insurance. If you have any question about
what "Goods and Services" are approved by Ex-Im Bank, please contact
your Ex-Im Bank credit officer. For Long-Term transactions (credit over
\$10MM or more than 7 years repayment), such "Goods and Services" are
those listed in the current Acquisition List submitted by the Borrower
to Ex-Im Bank.

**[Initial Exporter's Certificate]{.underline}**

The Exporter's Certificate must be completed by the Exporter and
presented prior to the borrower's first request for disbursement related
to that exporter's invoices under the Ex-Im Bank-supported credit.
Exporter's Certificates are also to be completed by U.S. and non-U.S.
providers of ancillary services (such as banking, financial advisor,
technical consultant, and legal) that have been approved by Ex-Im Bank
for financing under the Ex-Im Bank Credit/Guarantee/Insurance.

**[Amended Exporter's Certificates]{.underline}**

If an amended Exporter's Certificate is required pursuant to Section 7
of the Certificate, the Exporter should check the "Amended Exporter's
Certificate" box at the top of the Certificate and note the change being
reflected in the amended Certificate. The Exporter should contact the
lender under an Ex-Im Bank Guarantee/Insurance transaction, or Ex-Im
Bank if an Ex-Im Bank Credit, for instructions on where to send the
Amended Exporter's Certificate.

Please note that a change to Part A (Content) requires the Exporter to
attach a copy of the "Disbursement Percentage Calculator" to the Amended
Exporter's Certificate. The Calculator allows the Exporter to calculate
the new disbursement percentage for the transaction. The Calculator (and
instructions) are found at
[http://www.exim.gov/disbcalc.html]{.underline}. Changes to Sections 4
and 5 of Part B require the relevant Ex-Im Bank approval to be attached.

**[Links and Additional Information]{.underline}**

For information regarding the Exporter's Certificate (and other helpful
facts), go to
[[http://www.exim.gov]{.underline}](http://www.exim.gov/division/credit/aboutca.html).
Should you have any further questions regarding the Exporter's
Certificate, please call Credit Review and Compliance Division at (202)
565-3470. For insurance transactions, please contact your insurance
broker or appropriate Ex-Im Bank regional office.

[**CONTENT REPORTS AND AGGREGATE FOREIGN CONTENT CAUSE
REPORTS**:]{.underline}

For informational and reporting purposes only, Ex-Im Bank requests that
Exporters submit Content Reports and an annual Aggregate Foreign Content
Cause Report. Under Medium-Term transactions a Content Report should be
submitted with the Application for Ex-Im Bank support. Under Long-Term
transactions the Content Report should be submitted with the initial
Exporter's Certificate. If at the completion of the work performed under
a Supply Contract/Purchase Order(s), the foreign content amount changed
by one percentage point or more of the value of the Net Contract Price,
Exporters should submit a final revised Content Report within 60 days.
Ex-Im Bank may contact Exporters to reconfirm the information provided
in the Content Report.

Exporters are requested to submit an annual Aggregate Foreign Content
Cause Report containing information about the reasons for foreign
content in Supply Contract/Purchase Orders. The processing or approval
of, or disbursements under, an Ex-Im Bank Credit/Guarantee/Insurance
transaction will **not** be affected by the submission (or not) of
Content Reports or Aggregate Foreign Content Cause Reports.

Content Report EBD-M-58 and Aggregate Foreign Content Cause Report
EBD-M-55 forms and instructions can be found at http:/www.exim.gov.
Should you have any questions regarding the Content Report or Aggregate
Foreign Content Cause Report, please call the Policy Group at (202)
565-3760.

**FORM OF REQUEST FOR LEASE DELIVERY APPROVAL Exhibit 2 to Annex C**

**Export-Import Bank of the United States**

**Request for Lease Delivery Approval**

COMPLETE THE FOLLOWING:

> Request Number: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> Transaction Number: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> Contact Person: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> Telephone Number: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

E-mail (optional): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> Total amount of this request: U.S.\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

  -----------------------------------------------------------------------
  If local costs, ancillary services, or any other Ex-Im Bank approved
  special utilization is included in the above, list type and amount in
  this section.

  -----------------------------------------------------------------------

Amount of Exposure Fee related to this request: U.S.
\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date of Lease Delivery related to this request:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date Exposure Fee was paid to Ex-Im Bank under this request:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> (Y/N) If applicable, Commitment Fees have been paid.
>
> (Y/N) The Lease Supplement Financed Amount has been calculated in
> accordance with Section 3.06 of the MGA.
>
> (Y/N/NA) Lessor certifies that Lessee has paid the minimum 15% cash
> payment or Lessor has financed the minimum 15% cash payment required
> for Goods/Services. \[Select N/A for Local Cost Goods/Services\]
>
> (Y/N) The Lease Agreement and the Lease Supplement conform with the
> requirements set forth in the MGA and the Ex-Im Bank Approval Letter
> ("Annex B") and contain all of the Required Lease Provisions.

Number of Exporter's Certificates submitted under this request (Up to
ten Exporter's Certificates may be submitted with each request): \[ \]

Number of Invoices/Lease Supplements submitted under this request: \[ \]

[EXPORTER'S CERTIFICATE INFORMATION]{.underline}

Instructions: If the Lessor is a U.S. entity and takes title to the
Goods and Services, the Lessor is considered the Exporter and is
responsible for completing the Exporter's Certificate. Otherwise, the
Exporter of the Goods and Services leased is responsible for completing
the Exporter's Certificate. Ancillary Service Providers must complete an
Exporter's Certificate.

(Y/N) Exporter is U.S. Lessor

Name of Exporter: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date of Exporter's Certificate: \_\_\_\_\_\_\_\_\_\_\_\_\_\_

U.S. Content Percentage listed in Part A of the Initial Exporter's
Certificate: \_\_\_\_\_\_\_\_\_\_\_\_\_\_%

If an Amended Exporter's Certificate was delivered changing the U.S.
Content Percentage, the Disbursement Percentage listed in Part A (I):
\_\_\_\_\_\_\_\_\_\_\_%.

  -----------------------------------------------------------------------
  If an Amended Exporter's Certificate was provided, indicate changes in
  this box.

  -----------------------------------------------------------------------

U.S. Content Percentage listed in Part A (H): \_\_\_\_\_% *(use 100% if
the Exporter checked the first box in [Part A: Content]{.underline})*

Disbursement Percentage listed in Part A (I): \_\_\_\_\_% *(use 85% if
the Exporter checked the first box in [Part A: Content]{.underline})*

> (Y/N) Exporter matches the Ex-Im Bank Approval ("Annex B"):

  -----------------------------------------------------------------------
  If not, list name and U. S. street address of additional Exporter in
  this box.

  -----------------------------------------------------------------------

> (Y/N) Transaction number is correct
>
> (Y/N) Exporter's Certificate is a manually signed original

(Y/N) U.S. street address is provided

> (Y/N) The Exporter was able to satisfy all sections of the Exporter's
> Certificate.

  -----------------------------------------------------------------------
  If the Exporter was not able to satisfy all sections of the Exporter's
  Certificate, elaborate in this section.

  -----------------------------------------------------------------------

> (Y/N) The Exporter has attached a statement describing Goods and/or
> Services listed on the Munitions List \[U.S. Munitions List (part 121
> of Title 22 of the Code of Federal Regulations)\].

  -----------------------------------------------------------------------
  If yes, list the Goods/Services and the U.S. Dollar amount of each.

  -----------------------------------------------------------------------

> [INVOICES/LEASE SUPPLEMENTS PRESENTED]{.underline}
>
> Instructions: If the Lessor is a U.S. entity and takes title to the
> Goods and Services, an invoice for the Goods and Services is not
> required. Check "N/A" in response to the question below. Invoices from
> Local Cost Providers and Ancillary Service Providers (other than a
> Lessor which is a U.S. entity) are required.
>
> (Y/N) Exporter is U.S. Lessor
>
> (Y/N or N/A) Invoices presented include the U.S. street address of the
> Exporter (unless otherwise agreed in writing by Ex-Im Bank).

Gross amount of invoices (or if none, gross amount of Goods and Services
or if applicable, Local Cost Goods and Services, included under Lease
Supplement): U.S.\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> (Y/N) Invoices/Lease Supplements presented include the Goods/Services
> listed in the Ex-Im Bank Approval ("Annex B").

  -----------------------------------------------------------------------
  If not, list Goods/Services and SIC codes in this box.

  -----------------------------------------------------------------------

[EVIDENCE OF PAYMENT]{.underline}

Instructions: If the Lessor is a U.S. entity and takes title to the
Goods and Services, evidence of payment is not required. Check "N/A" in
response to the question below. Evidence of payment is required for
Local Cost Goods and Services and Ancillary Services (other than those
provided by the Lessor which is a U.S. entity).

(Y/N or N/A) The Exporter or Local Cost Provider has received 100%
payment for the gross invoice value of all invoices.

The following evidence of payment to the Exporter or Local Cost Provider
was submitted with the request. More than one method may be checked
below.

\- Invoice(s) marked paid and signed. ( )

\- Copies of both sides of a canceled check payable to the Exporter

> or Local Cost Provider (as applicable). ( )

\- Copies of commercial bank payment advice. ( )

\- Letter from the Exporter or Local Cost Provider (as applicable)

> confirming receipt of payment for invoice(s)

[EVIDENCE OF EXPORT - GOODS]{.underline}

(Y/N or N/A) Transportation documents have been submitted and show
shipment from the U.S. to the User's Country.

(Y/N or N/A) The date of shipment on all transportation documents is on
or after the Initial Eligibility Date in the Ex-Im Bank Approval Letter
("Annex B").

# EVIDENCE OF EXPORT -- SERVICES/LOCAL COSTS

(Y/N or N/A) The date services were performed is on or after the Initial
Eligibility Date in the Ex-Im Bank Approval ("Annex B").

(Y/N or N/A) The date Local Cost Goods and Services were provided is on
or after the Initial Eligibility Date in the Ex-Im Bank Approval ("Annex
B").

[ADDITIONAL INFORMATION]{.underline}

  -----------------------------------------------------------------------

  -----------------------------------------------------------------------

**FORM OF ASSIGNMENT OF CREDIT (Finance Lease) Annex D**

ASSIGNMENT

This Assignment is made pursuant to the terms of Section 8.03(a) of the
Master Guarantee Agreement -- Finance Lease (Medium Term Credits --
Electronic Compliance Program) dated as of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, \_\_\_\_ (as amended from time to
time, the "MGA"), between \_\_\_\_\_\_\_\_\_\_\_\_ (the "Lessor") and
the Export-Import Bank of the United States ("Ex-Im Bank") and
identified as MGA No. \_\_\_-F with respect to the Transaction covered
by the Ex-Im Bank Approval dated \_\_\_\_\_\_\_\_\_ \_\_, \_\_\_\_ and
identified as Ex-Im Bank Transaction No. \_\_\_\_\_\_\_\_-\[Country\]
and the Lease Agreement dated as of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
\_\_\_\_ (the "Lease Agreement"), among the Lessee referred to below,
\[name any other parties to Lease Agreement,\] \[Ex-Im Bank\] and the
Lessor, and the Lease Supplement(s) No(s). \_\_\_\_ dated as of
\_\_\_\_\_\_\_\_\_\_\_\_ \_\_, \_\_\_\_ thereunder. Capitalized terms
used herein and not otherwise defined herein shall have the meanings
assigned thereto in the MGA.

For value received, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_[^19] (the
"Assignor") hereby assigns to Ex-Im Bank without recourse all of its
respective rights, title and interest in and to: ([a]{.underline}) the
Lease Supplement (the "Lease Supplement") between
\_\_\_\_\_\_\_\_\_\_\_\_, as Lessor, and
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (the "Lessee") dated
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, \_\_\_\_, ([b]{.underline}) the Lease
Agreement, pursuant to which the Lease Supplement was executed;\] (c)
all rents under the Lease Agreement and the Lease Supplement(s); \[(d)
all property and assets leased to the Lessee under the Lease Agreement
and the Lease Supplement(s)\][^20] and \[(e)\] any and all Security (as
defined in and required by the MGA).

We hereby certify that:

1\. Without Ex-Im Bank's prior written consent, we have not:

\(a\) agreed to any material amendment of the Lease Agreement or the
Lease Supplement(s) or to any material deviation from the provisions
thereof; or

\(b\) terminated the lease under the Lease Agreement or any Lease
Supplement or demanded payment of the termination value under the Lease
Supplement(s).

2\. We have \[check one\]:

\_\_\_ no Security for payment of the rent under the Lease Agreement and
Lease Supplement(s) other than the guarantee of Ex-Im Bank; or

\_\_\_ Security for payment of the rent under the Lease Agreement and
Lease Supplement(s) in addition to the guarantee of Ex-Im Bank as
follows: \[Describe type and extent of Security.\]

> \[**Instructions to Assignor**: If the Assignor has not assigned or
> otherwise transferred any interest in the Lease Agreement and Lease
> Supplement(s), include the following representation\]:
>
> 3\. Other than in connection with this Assignment, we have not
> assigned or otherwise transferred any interest in the Lease Agreement
> and Lease Supplement(s) and \[Security\] and hold all right, title and
> interest in the Lease Agreement and Lease Supplement(s) and
> \[Security\].
>
> \[**Instructions to Assignor**: If the Assignor is the Lessor and has
> assigned or otherwise transferred any interest in the Lease Agreement
> and Lease Supplement(s), include the following representation\]:
>
> 3\. We, the Lessor, have assigned or otherwise transferred all or part
> of our interest in the Lease Agreement and Lease Supplement(s) and
> \[Security\] to one or more Interestholders and we, together with the
> Interestholders executing the Assignments attached hereto, hold all
> right, title and interest in the Lease Agreement and Lease
> Supplement(s) and \[Security\].

The Assignor acknowledges and agrees that this Assignment is subject to
the terms of the MGA, including, without limitation, the following:

1\. In the event the Assignor receives any payment under or related to
the Lease Agreement or Lease Supplement(s) or any Security from a party
other than Ex-Im Bank (a "Non-Ex-Im Bank Payment"):

\(a\) after the date of demand for payment on Ex-Im Bank pursuant to the
MGA but prior to the date of Ex-Im Bank\'s first payment under the MGA,
the Assignor shall promptly but in no event later than five (5) Business
Days after receipt notify Ex-Im Bank of the date and the amount of such
Non-Ex-Im Bank Payment and shall apply such payment in accordance with
Section 2.09 of the MGA; and

\(b\) after Ex-Im Bank\'s first payment under the MGA, the Assignor
shall forward promptly to Ex-Im Bank such Non-Ex-Im Bank Payment.

2\. If, in the reasonable judgment of Ex-Im Bank, in order for this
Assignment to be valid and enforceable in the Lessee\'s Country, this
Assignment shall need to be sealed, consularized or authenticated in
some similar manner, for a period of three (3) years following the date
hereof, the Assignor shall cooperate with Ex-Im Bank to the greatest
extent practicable in completing such authentication procedures.

The person executing this Assignment on behalf of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ is duly authorized to do so;

IN WITNESS WHEREOF, the Assignor has caused this instrument to be
executed and delivered this \_\_\_\_ day of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, \_\_\_\_.

\[ASSIGNOR\]

By:

(Signature)

Name:

(Print)

Title:

(Print)

**FORM OF OPINION OF LESSOR'S COUNSEL AS TO FORM OF LEASE Annex E**

\[MUST BE DATED WITHIN 3 YEARS PRIOR TO DELIVERY OF LEASE AGREEMENT\]

We have been and are acting as counsel for \[name of the Lessor\] (the
"Lessor"), which is a lessor in \[name of Lessor's country\] (the
"Lessor's Country"). You have requested our opinion as to certain
matters concerning the form of the lease agreement and lease supplement
(such a lease agreement, as supplemented by a lease supplement being
collectively referred to herein as "Lease Documents") in the forms
attached hereto to be entered into by the Lessor and one or more lessees
in \[name of Lessee's Country\] (the "Lessee's Country"). We understand
that the Lease Documents will be governed by the laws of the Lessee's
Country.[^21] We also understand that this opinion is being provided to
Export Import Bank of the United States ("Ex-Im Bank") in connection
with, and as a condition to, certain credit support given by Ex-Im Bank
to the Lessor in connection with the Lease Documents.

In connection with this opinion, we have reviewed such matters of law,
and have examined originals, or copies identified to our satisfaction,
of such agreements, corporate records, public records, communications of
public officials, and other documents and instruments, as we have
considered necessary or appropriate.

Based upon the foregoing we are of the opinion that:

\(1\) [Government Authorizations]{.underline}. No consent, license,
authorization, approval or exemption from the government of Lessee's
Country or Lessor's Country, or any agency, department or any other
administrative authority or instrumentality thereof, or any local or
other governmental authority within such country (collectively,
"Governmental Authorities") is necessary or advisable for the Lessor to
engage in the business of leasing in the Lessee's Country \[, other than
\[list\], all of which have been obtained and are in full force and
effect.\]

\(2\) [Recordation]{.underline}. To ensure the legality, validity,
enforceability against a Lessee, priority, or admissibility in evidence
in the Lessee's Country of any of the Lease Documents, it is not
necessary that any of the Lease Documents be registered, recorded,
enrolled or otherwise filed with any court or Other Governmental
Authority in the Lessee's Country, or notarized; or that any
documentary, stamp or other similar tax, imposition, or charge of any
kind be paid on or in respect of any of the Lease Documents, other than:
\[list\].

\(3\) [Restrictions]{.underline}. The execution, delivery, and
performance, or observance by the Lessor of the terms of and
consummation by the Lessor of the transactions contemplated by each of
the Lease Documents does not and will not conflict with or result in a
breach or violation of: (i) any treaty or other agreement to which the
Lessor's Country or the Lessee's Country is subject;; (ii) any law of
the Lessor's Country or the Lessee's Country or any other ordinance,
decree, constitutional provision, regulation or other requirement of any
Governmental Authority in the Lessor's Country or the Lessee's Country
(including, without limitation, any restriction on interest that may be
paid by the Lessee); or (iii) any order, writ, injunction, judgment, or
decree of any court or other tribunal.

\(4\) [Enforceability]{.underline}.

> Upon the due and valid authorization, execution and delivery by the
> Lessee of the Lease Documents, each Lease Document will constitute an
> obligation of the Lessee that is legal, valid, and binding upon the
> Lessee, enforceable against the Lessee in accordance with its
> respective terms, except as such enforceability may be limited by
> applicable insolvency, reorganization, liquidation, moratorium,
> readjustment of debt or other similar laws affecting the enforcement
> of creditors' rights generally and by the application of general
> principles of equity, regardless of whether such enforceability is
> considered in a proceeding at law or in equity.

\(5\) [Legal Form, Judgments, etc]{.underline}. Each of the Lease
Documents is in proper legal form for enforcement against the Lessee in
the Lessee's Country in the most expeditious manner available under the
law of the Lessee's Country. In the event any state or Federal court in
the United States renders a final judgment against the Lessee under any
of the Lease Documents, the courts of the Lessor's Country would enforce
the same without any further review on the merits. The enforcement of a
foreign judgment relating to any of the Lease Documents would not be
contrary to the law or public policy of the Lessee's Country, any
international treaties binding in the Lessee's Country, or generally
accepted principles of international law.

\(6\) [No Taxes]{.underline}. There is no tax, withholding tax, duty,
stamp tax other fee imposed on or in connection with: (i) the execution,
delivery, or performance of any of the Lease Documents; (ii) the
enforcement of any of the Lease Documents; or (iii) any payment to be
made to the Lessor or Ex-Im Bank under any of the Lease Documents.

\(7\) [Licensing & Qualification]{.underline}. Under the law of the
Lessee's Country, neither the Lessor nor Ex-Im Bank will, by reason of
their entering into the Lease Documents, performing their obligations,
and enforcing their rights thereunder: (i) be required to be qualified,
licensed, or otherwise entitled to do business in the Lessee's Country,
or be required to comply with any requirement as to foreign registration
or qualification in the Lessee's Country; (ii) be subject to taxation in
the Lessee's Country; or (iii) be required to make any filing with any
court or other Governmental Authority in the Lessee's Country prior to
any enforcement of any of the Lease Documents or performance of any of
the transactions contemplated by the Lease Documents.

**ANNEX F**

**FORM OF EX-IM BANK APPROVAL OF FORM OF LEASE AGREEMENT**[^22]

> \_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_

\[Lessor\]

\[Address of Lessor\]

> Re: MGA No. \_\_\_\_\_\_-F

Ex-Im Bank Transaction No. \_\_\_\_\_\_\_\_ - \[Country\]

Ladies and Gentlemen:

The Export-Import Bank of the United States ("Ex-Im Bank") hereby
approves the Form of Lease Agreement and Lease Supplement attached
hereto to be used under the Master Guarantee Agreement -- Finance Lease
(Medium Term Credits -- Electronic Compliance Program), dated as of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_, as amended from time to time (the "MGA")
between \[Lessor\] and Ex-Im Bank on the basis set forth below.

\- Lessee's Country:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\- Governing Law:[^23]
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> \- Type of Lease \[indicate one\]:
>
> \_\_\_ Finance Lease
>
> \_\_\_ Operating Lease
>
> **-** Special Conditions: This form of Lease Agreement and Lease
> Supplement may only be used for a Transaction if the Lessor provides
> evidence of compliance with the following special conditions:
>
> \[None/List any conditions, such as registration, payment of taxes,
> etc., that are advisable in light of the opinions contained in the
> opinion letter.\]

This approval is only effective for the type of lease indicated above.
No changes shall be permitted to the form of the Lease Agreement and the
Lease Supplement without further approval by Ex-Im Bank. Each Lease
Agreement, as supplemented by the Lease Supplement, must contain all
Required Lease Provisions. This approval is based upon the opinion
letter of \_\_\_\_\_\_\_\_\_\_\_\_ dated as of \_\_\_\_\_\_\_\_\_\_\_\_,
that you have submitted with the form of Lease Agreement and Lease
Supplement. If the legal basis for such legal opinion should change, you
must submit to Ex-Im Bank the form of Lease Agreement and Lease
Supplement, together with a new legal opinion in the form of Annex E to
the MGA, for further approval.

This approval will expire on the date three (3) years after the date of
this approval.

Responsible Division: Legal Division (Telephone: (1-202) 565-3460;
Facsimile: (1-202) 565-3462)

EXPORT-IMPORT BANK OF THE UNITED STATES

> By
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Signature)
>
> Name
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)
>
> Title
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)

Attachments: Form of Lease Agreement and Lease Supplement

**ANNEX G**

**FORM OF REMARKETING AGREEMENT**

### REMARKETING AGREEMENT

# **MASTER GUARANTEE AGREEMENT -- FINANCE LEASE**

**MGA No. \_\_\_\_-F**

THIS REMARKETING AGREEMENT (this "Agreement") dated of as
\_\_\_\_\_\_\_\_ \_\_, 20\_\_ is made by and between \[NAME OF LESSOR\]
(the "Lessor") and the Export-Import Bank of the United States, an
agency of the United States of America (\"Ex-Im Bank\"). This
Remarketing Agreement is entered into under the Master Guarantee
Agreement No. \_\_\_\_-\_\_\_ dated as of \_\_\_\_\_\_\_\_ \_\_, 20\_\_
between the Lessor and Ex-Im Bank (including any Schedule, Annex,
Exhibit or other attachment thereto, as amended or otherwise modified
from time to time, the "Master Guarantee Agreement" or the "MGA").

WHEREAS:

\(A\) the Lessor and Ex-Im Bank have entered into the Master Guarantee
Agreement, pursuant to which, upon satisfaction of the terms and
conditions set forth therein, Ex-Im Bank will issue Comprehensive
Guarantees with respect to certain export lease financing Credits that
the Lessor then intends to establish; and

\(B\) a condition to the issuance of the Guarantee with respect to each
Credit is the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

1.01 [Defined Terms]{.underline}. Capitalized terms used herein shall be
defined as provided in this Section 1, or, if not defined here, shall be
defined as provided in Section 1 of the Master Guarantee Agreement. For
the purposes of this Agreement, the following terms shall have the
meanings specified below:

"Disposition" shall have the meaning set forth in Section 2.01(a).

"Equipment" with respect to any Lease Agreement, shall mean all Goods
and Services and Local Cost Goods and Services leased under any and all
Lease Supplements to such Lease Agreement as to which Ex-Im Bank has
issued its Guarantee, and any Security granted in connection with the
relevant Credit.

"Ex-Im Bank Reimbursement Amount" with respect to any Lease Agreement
and the Transaction relating to such Lease Agreement, shall mean an
amount equal to all amounts paid by Ex-Im Bank to or for the account of
the Lessor in payment of a claims made under the Master Guarantee
Agreement in respect of such Lease Agreement and Transaction, plus all
fees and other amounts then owing to Ex-Im Bank relating to the
Transaction.

"Lessor Rent Amount" with respect to any Lease Agreement and the
Transaction relating to such Lease Agreement shall mean an amount, if
any, equal to the termination value under such Lease Agreement as at
date of the payment default in respect of which a claim has been paid by
Ex-Im Bank, less the Guaranteed Termination Value as at such date.

"Marketing Instruction" shall mean a written instruction from Ex-Im Bank
to the Lessor instructing the Lessor to market the Equipment under any
Lease Agreement in accordance with the terms hereof. Ex-Im Bank may
revoke a Marketing Instruction at any time.

"Permitted Disposition" shall have the meaning set forth in Section
2.01(b).

1.02 [Principles of Construction]{.underline}. The following principles
of construction shall apply to this Agreement:

\(a\) The meanings set forth for defined terms in Section 1.01 or
elsewhere in this Agreement shall be equally applicable to both the
singular and plural forms of the terms defined.

\(b\) The headings of the Sections in this Agreement are included for
convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement. Any footnotes in this
Agreement are for informational purposes only and shall not in any way
affect the meaning or construction of any provision of this Agreement.

\(c\) In the event of any inconsistency between the terms of the Ex-Im
Bank Approval with respect to a Transaction and the terms of this
Agreement or of any other agreement or instrument relating to the
Transaction, as between the Lessor and Ex-Im Bank the terms of such
Ex-Im Bank Approval shall govern and shall supersede the terms hereof or
thereof to the extent of such difference.

SECTION 2. AGREEMENTS REGARDING REMARKETING AND PROCEDURES AFTER PAYMENT
OF CLAIM

2.01 [Assistance in Recovery and Remarketing]{.underline}.

\(a\) [Recovery and Remarketing]{.underline}. The Lessor hereby agrees
that upon any payment by Ex-Im Bank upon a demand made by the Lessor
with respect to any Lease Agreement, the Lessor will, upon receipt of a
Marketing Instruction, promptly take all such steps to recover the
Equipment and to rent, re-lease, sell or otherwise dispose of the
Equipment (a "Disposition") as the Lessor would similar equipment held
for its own account and not subject a guarantee. The Lessor shall
procure that the proceeds of any Disposition shall be paid directly to
Ex-Im Bank for application as set forth in Section 2.02.

\(b\) [Permitted Dispositions]{.underline}. The Lessor shall not agree
to any proposed Disposition of any part of the Equipment without the
prior written consent of Ex-Im Bank, other than a Disposition that
satisfies all of the following (a "Permitted Disposition"):

> \(i\) the Disposition is of all of the Equipment;
>
> \(ii\) the Disposition is made for cash;
>
> \(iii\) the amount of cash received in consideration of the
> Disposition is not less than the amount needed to satisfy in full
> clauses (i) and (ii) of Section 2.02.

\(c\) [No Recourse or Warranty]{.underline}. The Lessor shall ensure
that any Disposition shall be made expressly "as-is", and without
recourse to, or representation or warranty by, Ex-Im Bank, express or
implied, of any nature whatsoever.

\(d\) [Further Assurances]{.underline}.

> \(i\) Ex-Im Bank agrees that, from time to time upon the written
> request of the Lessor, Ex-Im Bank will execute and deliver such
> further documents and do such other acts and things as the Lessor may
> reasonably request in order fully to facilitate a Disposition made in
> accordance with a Marketing Instruction.
>
> \(ii\) The Lessor agrees that, if a Disposition is made other than
> pursuant to a Marketing Instruction, from time to time upon the
> written request of Ex-Im Bank, the Lessor will execute and deliver
> such further documents and do such other acts and things as Ex-Im Bank
> may reasonably request in order fully to facilitate a Disposition

2.02 [Application of Proceeds]{.underline}. The Lessor and Ex-Im Bank
shall each apply the proceeds of any Disposition as follows:

\(i\) [First]{.underline}, to the payment of the reasonable
out-of-pocket costs and expenses of the Lessor and Ex-Im Bank of such
Disposition, including the fees and expenses of their respective agents
and counsel, and all expenses incurred and advances made by the Lessor
and Ex-Im Bank in connection therewith, *pro rata* in accordance with
the respective amounts due each of the Lessor and Ex-Im Bank;

\(ii\) [Next]{.underline}, to Ex-Im Bank an amount equal to the Ex-Im
Bank Reimbursement Amount and to the Lessor an amount, if any, equal to
the Lessor Rent Amount, *pro rata* in accordance with the respective
amounts due each of the Lessor and Ex-Im Bank; and

\(iii\) [Finally]{.underline}, to the Lessor, or its successors or
assigns, or as a court of competent jurisdiction may direct, of any
surplus then remaining.

2.03 [Method of Payment]{.underline}. All payments required by this
Agreement shall be made without set-off or counterclaim in U.S. Dollars
in immediately available and freely transferable funds no later than
11:00 A.M. (New York City time) on the date on which due (as applicable)
to Ex-Im Bank at the Federal Reserve Bank of New York for credit to
Ex-Im Bank's account: U.S. Treasury Department 021030004 TREAS
NYC/CTR/BNF=/AC_4984 OBI=Export-Import Bank Due
\_\_\_\_\_\_\_\_\_\_\_\_\_\_ on EIB Transaction No.
AP\_\_\_\_\_\_\_\_\_-\[Country\] from \[\_\_\_\_\_\_\_\_\] for payment
of \[Disposition Proceeds\] or as otherwise directed in writing by Ex-Im
Bank's Treasurer-Controller or Assistant Treasurer.

SECTION 3. MISCELLANEOUS

3.01 [Governing Law]{.underline}. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
U.S.A.

3.02 [Notices]{.underline}. Except as otherwise specified, all notices
given hereunder shall be in writing in the English language, shall
include the MGA No. and the applicable Ex-Im Bank Transaction Number (if
any) and shall be given by mail, facsimile or personal delivery and
deemed to be given for the purposes of this Agreement on the day that
such notice is received by the intended recipient thereof. All such
notices shall be given in the manner and at the addressed specified in
the Master Guarantee Agreement.

3.03 [Benefit of Agreement]{.underline}. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto.

3.04 [Amendment or Waiver; Termination]{.underline}. Ex-Im Bank may
amend or modify any of the terms and conditions of this Agreement by
written notice to the Lessor. Unless agreed by the Lessor in writing, no
such change shall affect any Transaction with respect to which Ex-Im
Bank has issued an Ex-Im Bank Approval prior to the date of such change.
The Lessor may not amend, modify or waive this Agreement without the
written consent of Ex-Im Bank. Any amendment or waiver of any provision
of this Agreement by Ex-Im Bank in connection with any Transaction shall
be limited to the particular Transaction and shall not constitute an
amendment or waiver of such provision for any other purpose. Either the
Lessor or Ex-Im Bank may discharge or terminate this Agreement upon
fifteen (15) days' prior written notice to the other party hereto;
*provided* that such discharge or termination shall not affect any
Transaction with respect to which Ex-Im Bank has issued an Ex-Im Bank
Approval prior to the date of such discharge or termination without the
written consent of the parties hereto.

3.05 [Counterparts]{.underline}. This Agreement may be signed in
separate counterparts, each of which shall be deemed to be an original
and all of which together shall constitute one and the same instrument.

3.06 [English Language]{.underline}. All documents to be delivered by
any party hereto pursuant to the terms hereof shall be in the English
language, or if originally written in another language, shall be
accompanied by an accurate English translation upon which the other
parties hereto shall have the right to rely for all purposes under this
Agreement.

3.07 [Severability]{.underline}. To the extent permitted by applicable
law, the illegality or unenforceability of any provision of this
Agreement shall not in any way affect or impair the legality or
enforceability of the remaining provisions of this Agreement.

IN WITNESS WHEREOF the parties set forth below have caused this
Remarketing Agreement to be duly executed and delivered as of the date
first set forth above.

> EXPORT-IMPORT BANK OF THE
>
> UNITED STATES
>
> By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Signature)
>
> Name \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)
>
> Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)
>
> LESSOR:
>
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print Full Name of Lessor)
>
> By:[^24] \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Signature)
>
> Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)
>
> Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)
>
> By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Signature)
>
> Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)
>
> Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)\]

MGA No. \_\_\_\_\_-F

[^1]: At this time, Ex-Im will consider only Finance Leases.

[^2]: If the Lessor wishes to request a Comprehensive Guarantee of a
    Foreign Currency Finance Lease, the Lessor must sign an MGA Foreign
    Currency Supplement for the MGA -- Finance Lease and submit a Form
    of Request for Ex-Im Bank Approval (Annex A to the MGA Foreign
    Currency Supplement).

[^3]: In addition to stating the basis and spread, the attachment should
    include a description of how the basis is determined. The spread
    must be over a recognized, determinable base rate. For a floating
    rate loan based on Treasury, state whether the interest rate is an
    average of Treasury Bill rates prevailing during an interest period
    or not.

[^4]: Provide "Contract Price" on Goods and Services listed in Item 17
    of the Lessor's Ex-Im Bank Application.

[^5]: Provide "Goods and Services Description" on Goods and Services
    listed in Item 16 of the Lessor's Ex-Im Bank Application.

[^6]: Include references to Local Cost Provider and/or Ancillary
    Services Provider if approved by Ex-Im Bank.

[^7]: The User will be the Lessee and the User's Country will be the
    Lessee's Country unless the user of the Goods and Services is a
    different entity, or is in a different location, than the Lessee.

[^8]: Provide the requested information with respect to each Exporter
    and the relevant Supply Contract. Please note that multiple Supply
    Contracts may be aggregated if they involve the same parties (i.e.,
    the Exporter and Purchaser are identical in each). Ex-Im Bank will
    not generally aggregate Supply Contracts involving affiliated, but
    legally distinct, Exporters. Note that if the Lessor is a U.S.
    entity and takes title to the Goods and Services, the Lessor is the
    "Exporter".

[^9]: Annex B (Form of Foreign Currency Ex-Im Bank Approval) to the MGA
    Foreign Currency Supplement should be used for Comprehensive
    Guarantees of Foreign Currency Credits.

[^10]: At this time, Ex-Im Bank will only consider Finance Leases.

[^11]: If the Reference Rate is a basis other than LIBOR (as defined in
    the MGA), include such Reference Rate(s) as a special condition.

[^12]: State the Guaranteed Interest Rate(s).

[^13]: Ex-Im Bank's commitment fee begins to accrue sixty (60) days
    after the date on which the relevant Credit is authorized by Ex-Im
    Bank and is due and payable, beginning on the first commitment fee
    payment date to occur at least forty-five (45) days thereafter, even
    if the Credit is not operative by that date.

[^14]: If more than one guarantor, indicate whether the guarantees are
    joint and several, several or otherwise. Unless otherwise indicated
    in the Credit Committee memo, multiple guarantors are required to
    guarantee the credit on a joint and several basis.

[^15]: The Required Lease Provisions apply only to Finance Leases. At
    this time, only finance leases are supported.

[^16]: For a Finance Lease, the Lessee must pay the Cash Payment to the
    Lessor.

[^17]: The representations regarding Guarantors are only deemed made if
    the relevant Transaction includes a Guarantor\'s guarantee of the
    Lessee\'s obligations under the relevant Credit.

[^18]: The bracketed language is applicable only if the Guarantor is
    located in a different country than the Lessee.

[^19]: If, at the time of demand on Ex-Im Bank, the Lessor is the only
    Interestholder , only one assignment needs to be executed and
    delivered with respect to all the Lease Supplements and the Lease
    Agreement. If, in addition to the Lessor, there are other
    Interestholders, each Interestholder including the Lessor needs to
    execute and deliver an assignment substantially in the form of Annex
    D. If the Lessor is no longer an Interestholder, the Lessor still
    needs to execute and deliver an assignment with respect to any
    residual rights that the Lessor may have in the Lease Agreement, the
    Lease Supplements and the Security.

[^20]: Only at the request of Ex-Im Bank.

[^21]: Make appropriate changes if Lease Agreement is governed by laws
    of User's Country.

[^22]: Attorney must ensure that all Required Lease Provisions are
    included and that, based upon the opinion of counsel to the lessor,
    the Lease Agreement as supplemented by the Lease Supplement is valid
    and enforceable in the Lessee's jurisdiction.

[^23]: Governing law should be consistent with opinion letter.

[^24]: Provide for one or more signatures to the extent needed to bind
    the Lessor.