THE BANK OR
WELLS FARGO.
2.6
CONFLICT BETWEEN APPLICATIONS AND
AGREEMENT.
TO THE EXTENT THAT ANY PROVISION OF ANY APPLICATION RELATED TO ANY
LETTER OF CREDIT OR ANY PROVISION OF THE STANDBY LETTER OF CREDIT AGREEMENT IS
INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT, THE PROVISIONS OF THIS
AGREEMENT SHALL CONTROL.
2.7
INCREASED COSTS; INCREASED CAPITAL.
(A)
IF THE BANK DETERMINES THAT COMPLIANCE WITH
ANY LAW OR REGULATION OR ANY GUIDELINE OR REQUEST FROM ANY CENTRAL BANK OR OTHER
GOVERNMENTAL AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF LAW) ISSUED AFTER THE
CLOSING DATE AFFECTS OR WOULD AFFECT THE AMOUNT OF CAPITAL REQUIRED OR EXPECTED
TO BE MAINTAINED BY THE BANK OR ANY CORPORATION CONTROLLING THE BANK AND THAT
THE AMOUNT OF SUCH CAPITAL IS INCREASED BY OR BASED UPON THE EXISTENCE OF THE
BANK'S COMMITMENT HEREUNDER AND OTHER COMMITMENTS OF THIS TYPE, THEN, WITHIN
FIFTEEN (15) BUSINESS DAYS AFTER WRITTEN DEMAND BY THE BANK, THE BORROWER SHALL
PAY TO THE BANK, FROM TIME TO TIME AS SPECIFIED BY THE BANK, ADDITIONAL AMOUNTS
SUFFICIENT TO COMPENSATE THE BANK OR SUCH CORPORATION FOR SUCH INCREASE.
A
CERTIFICATE AS TO SUCH AMOUNTS, SHOWING A CALCULATION OF SUCH AMOUNTS IN
REASONABLE DETAIL, SUBMITTED TO THE BORROWER BY THE BANK SHALL BE PRESUMPTIVE
EVIDENCE OF SUCH AMOUNTS.
7
(B)
ANYTHING IN THIS SECTION NOTWITHSTANDING:
(I) THE BORROWER SHALL NOT BE REQUIRED TO PAY TO THE BANK REIMBURSEMENT OR
INDEMNIFICATION WITH REGARD TO ANY COSTS OR EXPENSES DESCRIBED IN THIS SECTION,
UNLESS THE BANK NOTIFIES THE BORROWER IN WRITING OF SUCH COSTS OR EXPENSES
WITHIN NINETY (90) DAYS AFTER THE DATE THE BANK OBTAINED KNOWLEDGE OF THE
CIRCUMSTANCES THAT WOULD CAUSE THE BORROWER TO PAY SUCH ADDITIONAL AMOUNTS; AND
(II) THE BANK SHALL NOT BE PERMITTED TO PASS THROUGH TO THE BORROWER CHARGES AND
COSTS UNDER THIS SECTION ON A DISCRIMINATORY BASIS (I.E., WHICH ARE NOT ALSO
PASSED THROUGH BY THE BANK TO OTHER CUSTOMERS OF THE BANK SIMILARLY SITUATED
WHERE SUCH CUSTOMER IS SUBJECT TO DOCUMENTS PROVIDING FOR SUCH PASS THROUGH).
2.8
DEFAULT RATE.
NOTWITHSTANDING ANYTHING SET
FORTH HEREIN TO THE CONTRARY IF ANY UNPAID DRAWING IS NOT PAID WHEN DUE, ALL
OUTSTANDING OBLIGATIONS SHALL BEAR INTEREST AT A FLUCTUATING RATE PER ANNUM
EQUAL TO THE DEFAULT RATE, WHICH INTEREST SHALL BE DUE AND PAYABLE ON DEMAND.
2.9
FACILITY SUBJECT TO EX-IM BANK RULES.
THE
BORROWER ACKNOWLEDGES THAT THE BANK IS WILLING TO MAKE ITS COMMITMENT AVAILABLE
TO THE BORROWER BECAUSE EX-IM BANK IS WILLING TO GUARANTY PAYMENT OF A
SIGNIFICANT PORTION OF THE OBLIGATIONS PURSUANT TO THE EX-IM BANK GUARANTY.
ACCORDINGLY, IN THE EVENT OF ANY INCONSISTENCY AMONG THE INTERNATIONAL LOAN
DOCUMENTS AND THE EX-IM BANK GUARANTY, THE BORROWER AGREEMENT, THE FAST TRACK
AGREEMENT, THE FAST TRACK BORROWER SUPPLEMENT AND THE RULES AND REGULATIONS OF
EX-IM BANK GOVERNING THE WORKING CAPITAL GUARANTY PROGRAM, THE PROVISION THAT IS
THE MORE STRINGENT ON THE BORROWER SHALL CONTROL AND COMPLIANCE WITH ANY SUCH
APPLICABLE RULE OR REGULATION SHALL CONSTITUTE AN ADDITIONAL COVENANT OF THE
BORROWER