Fillable EXPORT-IMPORT BANK OF THE UNITED STATES W AFFILIATE (Export-Import Bank of the United States)

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EXPORT-IMPORT BANK OF THE UNITED STATES W AFFILIATE (Export-Import Bank of the United States)

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EXPORT-IMPORT BANK OF THE UNITED STATES
W
ORKING CAPITAL GUARANTEE PROGRAM
AFFILIATE GUARANTEE AUTHORIZATION AGREEMENT
THIS AFFILIATE GUARANTEE AUTHORIZATION AGREEMENT (this
"Agreement") is made and entered into by and between the institution identified as Lender on the
signature page hereof ("Lender") and the Export-Import Bank of the United States ("Ex-Im
Bank").
RECITALS
Lender and Ex-Im Bank have entered into a Working Capital Guarantee Program Master
Guarantee Agreement dated ____________, ______ and identified as Master Guarantee
Agreement No.: __-MGA-05-__________ (the “Master Guarantee Agreement") , Delegated
Authority Letter Agreement No.: __-DALA-05-_______ ( the “DALA”) and Fast Track Lender
Agreement No.: ___-FTLA-05-_______ (Collectively, the “MGA Documents”).
From time to time, Lender may enter into Loan Facilities under the MGA Documents.
Certain Affiliates or subsidiaries of Lender located in the United States which are
identified and listed on Schedule I hereto (each a “Designated Affiliate”) desire to undertake
Lender Obligations, including to extend Credit Accommodations, under certain Loan Facilities
as if they were Lender (each such Loan Facility, an “Affiliate Loan Facility”).
Subject to the terms and conditions set forth below, Ex-Im Bank agrees that the MGA
Documents may be extended to guarantee Affiliate Loan Facilities.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement, the parties agree as follows:
1. Defined Terms. Unless otherwise defined, capitalized terms used herein shall
have the meanings given to them in the MGA Documents.
2. Terms and Conditions. Ex-Im Bank hereby agrees that Affiliate Loan Facilities
shall be guaranteed by Ex-Im Bank pursuant to the MGA Documents, and Designated Affiliates
may carry out Lender Obligations, including to extend Credit Accommodations, subject to the
following terms and conditions:
a. Execution of Documents. The Loan Authorization Agreement for each
Affiliate Loan Facility shall be executed and submitted by Lender. The Designated Affiliate,
however, may execute all other Loan Documents and acknowledge the Borrower Agreement as
if it were Lender under the MGA Documents.
Print Form
b. Delegated Authority and Fast Track.
(i) For Affiliate Loan Facilities established pursuant to
Lender’s delegated authority under the DALA, Lender’s execution of the Loan
Authorization Notice shall evidence that Lender has reviewed the Affiliate Loan
Facility and has determined in its reasonable judgment that the terms of the Affiliate
Loan Facility satisfy the requirements of the MGA Documents.
(ii) Lender may only authorize Designated Affiliates that
meet the criteria to be an Asset-Based Lending Division to carry out Lender
Obligations for Loan Facilities approved under delegated authority with a Maximum
Amount greater than Five Million Dollars ($5,000,000), and for Loan Facilities
approved under the Fast Track Lender Agreement.
c. Facility Fee. Lender shall pay or cause to be paid to Ex-Im Bank the
Facility Fee for Affiliate Loan Facilities in accordance with the terms of the MGA Documents.
d. Obligations. Lender shall retain all Lender Obligations regarding Affiliate
Loan Facilities and shall ensure that each Designated Affiliate complies with all Lender
Obligations as if the Designated Affiliate were Lender under the MGA Documents. Lender shall
have the responsibility to determine which Lender Designated Affiliates. Lender shall be held
responsible for each Designated Affiliate’s compliance with Lender Obligations regarding each
Affiliate Loan Facility.
e. Notices. Any notice required to be sent to Ex-Im Bank pursuant to the
MGA Documents or any request for Ex-Im Bank’s consent shall be sent to Ex-Im Bank by
Lender. Ex-Im Bank shall send any notice or document required to be sent by it under the MGA
Documents to Lender only.
f. Examinations and Inspections. Lender shall ensure that the Designated
Affiliate cooperates with Ex-Im Bank in connection with any review by Ex-Im Bank of the Loan
Documents and any inspection or field examination by Ex-Im Bank related to an Affiliate Loan
Facility as if the Designated Affiliate were Lender under the MGA Documents.
g. Claims.
(i) Any Claim made on Ex-Im Bank for payment on an Affiliate Loan
Facility shall be submitted by Lender only. Any demand on Borrower or Guarantor under an
Affiliate Loan Facility, however, may be made by the Designated Affiliate. In the event Ex-Im
Bank approves the payment of a Claim on an Affiliate Loan Facility, Lender shall ensure that the
Designated Affiliate complies with all of the terms and conditions of the MGA Documents as if
the Designated Affiliate were Lender under the MGA Documents and cooperates with Ex-Im Bank
in connection with any enforcement actions against Borrower, any Guarantor or the Collateral.
Any Claim Payment and Lender’s share of Recovery Proceeds under the MGA Documents with
respect to an Affiliate Loan Facility shall be made to Lender only.
(ii) If Lender submits a Claim for payment on an Affiliate Loan
Facility it shall include as an additional Claim Document under Section 5.01(b) of the Master
Guarantee Agreement a statement affirming that such Loan Facility is an Affiliate Loan Facility
and the name of the Designated Affiliate(s) who carried out Lender Obligations under such
Affiliate Loan Facility.
3. Additional Designated Affiliates. Upon the written consent of Ex-Im Bank,
Lender may from time to time amend Schedule I to include additional Designated Affiliates.
4. Indemnification. Lender shall hold Ex-Im Bank harmless from and indemnify it
against any and all liabilities, damages, claims, costs and losses incurred or suffered by Ex-Im
Bank resulting from (a) any materially incorrect certification or statement knowingly made by
the Designated Affiliate or its agent in connection with an Affiliate Loan Facility or (b) the
Designated Affiliate's fraud, intentional misconduct or gross negligence in carrying out its
obligations under any of the Loan Documents regarding an Affiliate Loan Facility. This
provision shall survive the term of this Agreement and any Claim Payment.
5. Miscellaneous. Article VI (Sections 6.01 – 6.10) of the Master Guarantee
Agreement is hereby deemed to apply to this Agreement on the same terms as applicable to the
Master Guarantee Agreement except that Section 6.04 as applicable to this Agreement is hereby
modified to read:
6.04 Modification of Agreement. This Agreement, the Affiliate Guarantee
Authorization Agreement, the Loan Authorization Agreement, the Loan Documents and,
to the extent applicable, the Delegated Authority Letter Agreement or Fast Track Lender
Agreement constitute the complete agreement between the parties with respect to the
subject matter hereof and thereof, supersede all prior agreements, commitments,
understandings or inducements (oral or written, expressed or implied). This Agreement
may not be modified, altered or amended except by a written agreement signed by Ex-Im
Bank and Lender.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, in duplicate, as of the _______ day of ______________________, _______.
____________________________ E
XPORT-IMPORT BANK OF THE UNITED STATES
(Name of Lender)
By__________________________ By____________________________
(Signature) (Signature)
Name________________________ Name Pamela S. Bowers
(Print or Type)
Title________________________ Title Vice President
(Print or Type) Business Credit Division
Telephone __________________ Telephone (202) 565-3780
3
Telefax __________________ Telefax (202) 565-3793
4
SCHEDULE I
AFFILIATE GUARANTEE AUTHORIZATION AGREEMENT
LIST OF AUTHORIZED DESIGNATED AFFILIATES
Designated Affiliate Name Address Telephone/Fax Contact Name
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EXPORT-IMPORT BANK OF THE UNITED STATES W AFFILIATE (Export-Import Bank of the United States)

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Completed 10 August 2020

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