BORROWER AGREEMENT AND DELIVERED THE SAME
TO BANK, BORROWER EXPRESSLY AGREES TO PERFORM ALL OF THE OBLIGATIONS AND COMPLY
WITH ALL OF THE AFFIRMATIVE AND NEGATIVE COVENANTS AND ALL OTHER TERMS AND
CONDITIONS SET FORTH IN THE EXIM BORROWER AGREEMENT AS THOUGH THE SAME WERE
EXPRESSLY SET FORTH HEREIN.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF
THE EXIM BORROWER AGREEMENT (IF THEN IN EFFECT) AND THE OTHER TERMS OF THIS EXIM
AGREEMENT, WHICHEVER TERMS ARE MORE RESTRICTIVE SHALL APPLY.
BORROWER
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED A COPY OF THE LOAN AUTHORIZATION
AGREEMENT WHICH IS REFERRED TO IN THE EXIM BORROWER AGREEMENT.
IF THE EXIM
BORROWER AGREEMENT IS ENTERED INTO BY BORROWER AND THE EXIM BANK AND DELIVERED
TO BANK, BORROWER AGREES TO BE BOUND BY THE TERMS OF THE LOAN AUTHORIZATION
AGREEMENT, INCLUDING, WITHOUT LIMITATION, BY ANY ADDITIONS OR REVISIONS MADE
PRIOR TO ITS EXECUTION ON BEHALF OF EXIM BANK.
UPON THE EXECUTION OF THE LOAN
AUTHORIZATION AGREEMENT BY EXIM BANK AND BANK, IT SHALL BECOME AN ATTACHMENT TO
THE EXIM BORROWER AGREEMENT.
BORROWER SHALL REIMBURSE BANK FOR ALL FEES AND ALL
OUT OF POCKET COSTS AND EXPENSES INCURRED BY BANK WITH RESPECT TO THE EXIM
GUARANTY AND THE EXIM BORROWER AGREEMENT, INCLUDING WITHOUT LIMITATION ALL
FACILITY FEES AND USAGE FEES, AND BANK IS AUTHORIZED TO DEBIT ANY OF BORROWER'S
DEPOSIT ACCOUNTS WITH BANK FOR SUCH FEES, COSTS AND EXPENSES WHEN PAID BY BANK.
3
3
CONDITIONS OF LOANS
3.1
CONDITIONS PRECEDENT TO INITIAL EXIM ADVANCE.
BANK'S OBLIGATION
TO MAKE THE INITIAL EXIM ADVANCE IS SUBJECT TO THE CONDITION PRECEDENT THAT BANK
SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO BANK, SUCH DOCUMENTS,
AND COMPLETION OF SUCH OTHER MATTERS, AS BANK MAY REASONABLY DEEM NECESSARY OR
APPROPRIATE, INCLUDING, WITHOUT LIMITATION:
(A)
BORROWER SHALL HAVE DELIVERED DULY EXECUTED ORIGINAL SIGNATURES TO
THE LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(B)
BORROWER SHALL HAVE DELIVERED THE ECONOMIC IMPACT CERTIFICATION;
(C)
BORROWER SHALL HAVE DELIVERED DULY EXECUTED ORIGINAL SIGNATURES TO
THE COMPLETED BORROWING RESOLUTIONS FOR BORROWER;
(D)
BORROWER SHALL HAVE DELIVERED A LEGAL OPINION OF BORROWER'S
COUNSEL DATED AS OF THE EFFECTIVE DATE TOGETHER WITH THE DULY EXECUTED ORIGINAL
SIGNATURES THERETO;
(E)
BORROWER SHALL HAVE PAID THE FEES AND BANK EXPENSES THEN DUE AS
SPECIFIED IN SECTION 2.4 HEREOF.
(F)
BANK SHALL HAVE COMPLETED AN INITIAL FIELD EXAM, THE RESULTS OF
WHICH ARE SATISFACTORY TO BANK, IN ITS SOLE DISCRETION;
(G)
EXIM BANK SHALL HAVE APPROVED THE EXIM LOAN; AND
(H)
BORROWER SHALL HAVE DELIVERED ALL SUCH OTHER DOCUMENTS AS BANK
REASONABLY DEEMS NECESSARY OR APPROPRIATE.
3.2
CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS.
BANK'S OBLIGATIONS
TO MAKE EACH CREDIT EXTENSION, INCLUDING THE INITIAL CREDIT EXTENSION, IS
SUBJECT TO THE FOLLOWING:
(A)
TIMELY RECEIPT OF ANY EXPORT PURCHASE ORDER AND AN EXIM BORROWING
BASE CERTIFICATE RELATING TO THE REQUEST; AND
(B)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.4, TIMELY RECEIPT OF AN
EXECUTED TRANSACTION REPORT;
(C)
THE REPRESENTATIONS AND WARRANTIES IN SECTION 5 SHALL BE TRUE