AGREEMENT, IN THE FORM SPECIFIED BY THE EXIM BANK (ATTACHED HERETO AS
ANNEX A), IN FAVOR OF BANK AND THE EXIM BANK, TOGETHER WITH AN AMENDMENT THERETO
APPROVED BY THE EXIM BANK TO CONFORM CERTAIN TERMS OF SUCH BORROWER AGREEMENT TO
THE TERMS OF THIS EXIM AGREEMENT (AS AMENDED, THE "EXIM BORROWER AGREEMENT").
WHEN THE EXIM BORROWER AGREEMENT IS ENTERED INTO BY BORROWER AND THE EXIM BANK
AND DELIVERED TO BANK, THIS EXIM AGREEMENT SHALL BE SUBJECT TO ALL OF THE TERMS
AND CONDITIONS OF THE EXIM BORROWER AGREEMENT, ALL OF WHICH ARE HEREBY
INCORPORATED HEREIN BY THIS REFERENCE.
FROM AND AFTER THE TIME BORROWER AND THE
EXIM BANK HAVE ENTERED INTO THE EXIM 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.
2.8
WITHHOLDING.
PAYMENTS RECEIVED BY BANK FROM BORROWER HEREUNDER
WILL BE MADE FREE AND CLEAR OF ANY WITHHOLDING TAXES.
SPECIFICALLY, HOWEVER, IF
AT ANY TIME ANY GOVERNMENTAL AUTHORITY, APPLICABLE LAW, REGULATION OR
INTERNATIONAL AGREEMENT REQUIRES BORROWER TO MAKE ANY SUCH WITHHOLDING OR
DEDUCTION FROM ANY SUCH PAYMENT OR OTHER SUM PAYMENT HEREUNDER TO BANK, BORROWER
HEREBY COVENANTS AND AGREES THAT THE AMOUNT DUE FROM BORROWER WITH RESPECT TO
SUCH PAYMENT OR OTHER SUM PAYABLE HEREUNDER WILL BE INCREASED TO THE EXTENT
NECESSARY TO ENSURE THAT, AFTER THE MAKING OF SUCH REQUIRED WITHHOLDING OR
DEDUCTION, BANK RECEIVES A NET SUM EQUAL TO THE SUM WHICH IT WOULD HAVE RECEIVED
HAD NO WITHHOLDING OR DEDUCTION BEEN REQUIRED AND BORROWER SHALL PAY THE FULL
AMOUNT WITHHELD OR DEDUCTED TO THE RELEVANT GOVERNMENTAL AUTHORITY.
BORROWER
WILL, UPON REQUEST, FURNISH BANK WITH PROOF SATISFACTORY TO BANK INDICATING THAT
BORROWER HAS MADE SUCH