OF THE BANK AND AN
EXIT DATE HAS OCCURRED DURING SUCH THIRTY DAY PERIOD, THEN AN EXIT DATE EVENT OF
DEFAULT SHALL BE DEEMED TO HAVE OCCURRED AND THE COMMITMENT OF THE BANK AND THE
OBLIGATION OF THE BANK TO ISSUE OR CAUSE TO BE ISSUED LETTERS OF CREDIT
HEREUNDER SHALL (UNLESS EX-IM BANK SHALL HAVE CONSENTED TO THE ISSUANCE OF
ADDITIONAL LETTERS OF CREDIT) AUTOMATICALLY BE TERMINATED, WHEREUPON THE SAME
SHALL FORTHWITH TERMINATE AND NO ADDITIONAL LETTERS OF CREDIT SHALL BE ISSUED
WITHOUT EX-IM BANK'S WRITTEN CONSENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY,
IF THE ONLY EVENT OF DEFAULT THAT HAS OCCURRED AND IS CONTINUING IS AN EXIT DATE
EVENT OF DEFAULT, THEN THE BANK AND THE SECURED PARTY (AS DEFINED IN THE
INTERNATIONAL SECURITY AGREEMENT) SHALL NOT HAVE THE RIGHT TO EXERCISE ANY RIGHT
OR REMEDY (OTHER THAN THOSE RIGHTS AND REMEDIES SET FORTH IN THIS SECTION 10.4)
THAT MAY ONLY BE EXERCISED UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT.
10.5
REMEDIES CUMULATIVE.
NO REMEDY, RIGHT OR POWER
CONFERRED UPON THE BANK IS INTENDED TO BE EXCLUSIVE OF ANY OTHER REMEDY, RIGHT
OR POWER GIVEN HEREUNDER OR NOW OR HEREAFTER
31
EXISTING AT LAW, IN EQUITY, OR OTHERWISE, AND ALL SUCH REMEDIES, RIGHTS AND
POWERS SHALL BE CUMULATIVE.
ARTICLE XI.
MISCELLANEOUS.
11.1
WAIVERS, AMENDMENTS.
NO FAILURE OR DELAY ON THE
PART OF THE BANK IN EXERCISING ANY POWER OR RIGHT HEREUNDER SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR
POWER, OR ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR
POWER, PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT OR POWER.
NO COURSE OF DEALING BETWEEN THE BORROWER OR ANY
SUBSIDIARY OF SUCH BORROWER, ANY GUARANTOR AND THE BANK SHALL OPERATE AS A
WAIVER OF ANY RIGHT OF THE BANK OR EX-IM BANK.
NO AMENDMENT, MODIFICATION OR
WAIVER OF ANY PROVISION OF THIS AGREEMENT, THE NOTE OR ANY OTHER INTERNATIONAL
LOAN DOCUMENT NOR CONSENT TO ANY DEPARTURE BY THE BORROWER THEREFROM SHALL IN
ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE (I) APPROVED BY EX-IM BANK AND
(II) IN WRITING SIGNED BY ALL THE PARTIES THERETO, AND THEN SUCH WAIVER OR
CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR
WHICH GIVEN.
EXCEPT AS OTHERWISE PROVIDED BY ANY INTERNATIONAL LOAN DOCUMENT OR
APPLICABLE LAW, NO NOTICE TO OR DEMAND ON THE BORROWER IN ANY CASE SHALL ENTITLE
THE BORROWER TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER
CIRCUMSTANCES.
11.2
REIMBURSEMENT OF EXPENSES.
WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE CONSUMMATED, THE BORROWER
AGREES TO REIMBURSE THE BANK FOR ITS REASONABLE OUT-OF-POCKET EXPENSES,
INCLUDING THE REASONABLE FEES AND EXPENSES OF OUTSIDE COUNSEL TO THE BANK, IN
CONNECTION WITH SUCH TRANSACTIONS, OR ANY OF THEM, OR OTHERWISE IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER INTERNATIONAL LOAN DOCUMENT, INCLUDING (A) THE
NEGOTIATION,