BORROWER SHALL BE DEEMED IN DEFAULT
UNDER THE LOAN FACILITY IF BORROWER FAILS TO PAY WHEN DUE ANY AMOUNT PAYABLE TO
LENDER UNDER ANY LOAN OR OTHER CREDIT ACCOMMODATIONS TO BORROWER WHETHER OR NOT
GUARANTEED BY EX-IM BANK.
2.18
MUNITIONS LIST.
IF ANY OF THE ITEMS ARE ARTICLES,
SERVICES, OR RELATED TECHNICAL DATA THAT ARE LISTED ON THE UNITED STATES
MUNITIONS LIST (PART 121 OF TITLE 22 OF THE CODE OF FEDERAL REGULATIONS),
BORROWER SHALL SEND A WRITTEN NOTICE PROMPTLY, BUT IN ANY EVENT WITHIN FIVE
(5) BUSINESS DAYS, OF BORROWER LEARNING THEREOF TO LENDER DESCRIBING THE
ITEMS(S) AND THE CORRESPONDING INVOICE AMOUNT.
2.19
SUSPENSION AND DEBARMENT, ETC.
ON THE DATE OF THIS
AGREEMENT NEITHER BORROWER NOR ITS PRINCIPALS ARE (A) DEBARRED, SUSPENDED,
PROPOSED FOR DEBARMENT WITH A FINAL DETERMINATION STILL PENDING, DECLARED
INELIGIBLE OR VOLUNTARILY EXCLUDED (AS SUCH TERMS ARE DEFINED UNDER ANY OF THE
DEBARMENT REGULATIONS REFERRED TO BELOW) FROM PARTICIPATING IN PROCUREMENT OR
NONPROCUREMENT TRANSACTIONS WITH ANY UNITED STATES FEDERAL GOVERNMENT DEPARTMENT
OR AGENCY PURSUANT TO ANY OF THE DEBARMENT REGULATIONS OR (B) INDICTED,
CONVICTED OR HAD A CIVIL JUDGMENT RENDERED AGAINST BORROWER OR ANY OF ITS
PRINCIPALS FOR ANY OF THE OFFENSES LISTED IN ANY OF THE DEBARMENT REGULATIONS.
UNLESS AUTHORIZED BY EX-IM BANK, BORROWER WILL NOT KNOWINGLY ENTER INTO ANY
TRANSACTIONS IN CONNECTION WITH THE ITEMS WITH ANY PERSON WHO IS DEBARRED,
SUSPENDED, DECLARED INELIGIBLE OR VOLUNTARILY EXCLUDED FROM PARTICIPATION IN
PROCUREMENT OR NONPROCUREMENT TRANSACTIONS WITH ANY UNITED STATES FEDERAL
GOVERNMENT DEPARTMENT OR AGENCY PURSUANT TO ANY OF THE DEBARMENT REGULATIONS.
BORROWER WILL PROVIDE IMMEDIATE WRITTEN NOTICE TO LENDER IF AT ANY TIME IT
LEARNS THAT THE CERTIFICATION SET FORTH IN THIS SECTION 2.19 WAS ERRONEOUS WHEN
MADE OR HAS BECOME ERRONEOUS BY REASON OF CHANGED CIRCUMSTANCES.
3
RIGHTS AND REMEDIES
3.1
INDEMNIFICATION.
UPON EX-IM BANK'S PAYMENT OF
A CLAIM TO LENDER IN CONNECTION WITH THE LOAN FACILITY PURSUANT TO THE MASTER
GUARANTEE AGREEMENT, EX-IM BANK MAY ASSUME ALL RIGHTS AND REMEDIES OF LENDER
UNDER THE LOAN DOCUMENTS AND MAY ENFORCE ANY SUCH RIGHTS OR REMEDIES AGAINST
BORROWER, THE COLLATERAL AND ANY GUARANTORS.
BORROWER SHALL HOLD EX-IM BANK AND
LENDER HARMLESS FROM AND INDEMNIFY THEM AGAINST ANY AND ALL LIABILITIES,
DAMAGES, CLAIMS, COSTS AND LOSSES INCURRED OR SUFFERED BY EITHER OF THEM
RESULTING FROM (A) ANY
17
MATERIALLY INCORRECT CERTIFICATION OR STATEMENT KNOWINGLY MADE BY BORROWER OR
ITS AGENT TO EX-IM BANK OR LENDER IN CONNECTION WITH THE LOAN FACILITY, THIS
AGREEMENT, THE LOAN AUTHORIZATION AGREEMENT OR ANY OTHER LOAN DOCUMENTS OR
(B) ANY MATERIAL BREACH BY BORROWER OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT, THE LOAN AUTHORIZATION AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
BORROWER ALSO ACKNOWLEDGES THAT ANY STATEMENT, CERTIFICATION OR REPRESENTATION
MADE BY BORROWER IN CONNECTION WITH THE LOAN FACILITY IS SUBJECT TO THE
PENALTIES PROVIDED IN ARTICLE 18 U.S.C. SECTION 1001.
3.2
LIENS.
BORROWER AGREES THAT ANY AND ALL LIENS
GRANTED BY IT TO LENDER ARE ALSO HEREBY GRANTED TO EX-IM BANK TO SECURE
BORROWER'S OBLIGATION, HOWEVER ARISING,