Common use of Resignation or Removal of KEXIM Facility Agent Clause in Contracts

Resignation or Removal of KEXIM Facility Agent. (a) The KEXIM Facility Agent may resign from the performance of all its functions and duties hereunder and under the other Financing Documents at any time by giving thirty (30) days’ prior written notice to the Borrower and KEXIM. The KEXIM Facility Agent may be removed at any time (i) by KEXIM for such Person’s gross negligence or willful misconduct or (ii) by the Borrower, with the consent of KEXIM, for such Person’s gross negligence or willful misconduct. In the event KEB NY Financial Corp. is no longer the KEXIM Facility Agent, any successor KEXIM Facility Agent may be removed at any time with cause by KEXIM. Any such resignation or removal shall take effect upon the appointment of a successor KEXIM Facility Agent, in accordance with this Section 9.06. (b) Upon any notice of resignation by the KEXIM Facility Agent or upon the removal of the KEXIM Facility Agent by KEXIM, or by the Borrower with the approval of KEXIM pursuant to Section 9.06(a), KEXIM shall appoint a successor KEXIM Facility Agent, hereunder and under each other Financing Document to which the KEXIM Facility Agent is a party, such successor KEXIM Facility Agent to be a commercial bank having a combined capital and surplus of at least one billion Dollars ($1,000,000,000); provided that, if no Default or Event of Default shall then be continuing, appointment of a successor KEXIM Facility Agent shall also be acceptable to the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the Borrower to a successor KEXIM Facility Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. (c) If no successor KEXIM Facility Agent has been appointed by KEXIM within thirty (30) days after the date such notice of resignation was given by such resigning KEXIM Facility Agent, or KEXIM elected to remove such Person, any KEXIM Direct Facility Secured Party may petition any court of competent jurisdiction for the appointment of a successor KEXIM Facility Agent. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor KEXIM Facility Agent, who shall serve as KEXIM Facility Agent hereunder and under each other Financing Document to which it is a party until such time, if any, as KEXIM appoints a successor KEXIM Facility Agent, as provided above. (d) Upon the acceptance of a successor’s appointment as KEXIM Facility Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) KEXIM Facility Agent, and the retiring (or removed) KEXIM Facility Agent shall be discharged from all of its duties and obligations hereunder or under the other Financing Documents. After the retirement or removal of the KEXIM Facility Agent hereunder and under the other Financing Documents, the provisions of this ARTICLE 9 and Section 10.08 (Indemnification by the Borrower) shall continue in effect for the benefit of such retiring (or removed) Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Person was acting in its capacity as KEXIM Facility Agent.

Resignation or Removal of KEXIM Facility Agent. (a) The KEXIM Facility Agent may resign from the performance of all its functions and duties hereunder and under the other Financing Documents and the KEXIM Guarantee at any time by giving thirty (30) days’ prior written notice to the Borrower Borrower, the KEXIM Covered Facility Lenders and KEXIM. The KEXIM Facility Agent may be removed at any time (i) by KEXIM the Required Lenders for such Person’s gross negligence or willful misconduct or (ii) by the Borrower, with the consent of the Required Lenders and KEXIM, for such Person’s gross negligence or willful misconduct. In the event KEB NY Financial Corp. Shinhan Bank New York Branch is no longer the KEXIM Facility Agent, any successor KEXIM Facility Agent may be removed at any time with cause by the Required Lenders and KEXIM. Any such resignation or removal shall take effect upon the appointment of a successor KEXIM Facility Agent, in accordance with this Section 9.069.07. (b) Upon any notice of resignation by the KEXIM Facility Agent or upon the removal of the KEXIM Facility Agent by KEXIM, or by the Borrower with the approval of KEXIM pursuant to Section 9.06(a9.07(a), the Required Lenders shall, with the consent of KEXIM shall (such consent not to be unreasonably conditioned, delayed or withheld) appoint a successor KEXIM Facility Agent, hereunder and under each other Financing Document to which the KEXIM Facility Agent is a party, such successor KEXIM Facility Agent to be a commercial bank having a combined capital and surplus of at least one billion Dollars ($1,000,000,000); provided that, if no Default or Event of Default shall then be continuing, appointment of a successor KEXIM Facility Agent shall also be acceptable to the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the Borrower to a successor KEXIM Facility Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. (c) If no successor KEXIM Facility Agent has been appointed by KEXIM the Required Lenders within thirty (30) days after the date such notice of resignation was given by such resigning KEXIM Facility Agent, or KEXIM the Required Lenders elected to remove such Person, any KEXIM Direct Covered Facility Secured Party may petition any court of competent jurisdiction for the appointment of a successor KEXIM Facility Agent. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor KEXIM Facility Agent, who shall serve as KEXIM Facility Agent hereunder and under each other Financing Document to which it is a party until such time, if any, as KEXIM appoints the Required Lenders appoint a successor KEXIM Facility Agent, as provided above. (d) Upon the acceptance of a successor’s appointment as KEXIM Facility Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) KEXIM Facility Agent, and the retiring (or removed) KEXIM Facility Agent shall be discharged from all of its duties and obligations hereunder or under the other Financing Documents. After the retirement or removal of the KEXIM Facility Agent hereunder and under the other Financing Documents, the provisions of this ARTICLE 9 and Section 10.08 11.08 (Indemnification by the Borrower) shall continue in effect for the benefit of such retiring (or removed) Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Person was acting in its capacity as KEXIM Facility Agent.

Resignation or Removal of KEXIM Facility Agent. (a) The KEXIM Facility Agent may resign from the performance of all its functions and duties hereunder and under the other Financing Documents at any time by giving thirty (30) days’ prior written notice to the Borrower and KEXIM. The KEXIM Facility Agent may be removed at any time (i) by KEXIM for such Person’s gross negligence or willful misconduct or (ii) by the Borrower, with the consent of KEXIM, for such Person’s gross negligence or willful misconduct. In the event KEB NY Financial Corp. Shinhan Bank New York Branch is no longer the KEXIM Facility Agent, any successor KEXIM Facility Agent may be removed at any time with cause by KEXIM. Any such resignation or removal shall take effect upon the appointment of a successor KEXIM Facility Agent, in accordance with this Section 9.06. (b) Upon any notice of resignation by the KEXIM Facility Agent or upon the removal of the KEXIM Facility Agent by KEXIM, or by the Borrower with the approval of KEXIM pursuant to Section 9.06(a), KEXIM shall appoint a successor KEXIM Facility Agent, hereunder and under each other Financing Document to which the KEXIM Facility Agent is a party, such successor KEXIM Facility Agent to be a commercial bank having a combined capital and surplus of at least one billion Dollars ($1,000,000,000); provided that, if no Default or Event of Default shall then be continuing, appointment of a successor KEXIM Facility Agent shall also be acceptable to the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the Borrower to a successor KEXIM Facility Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. (c) If no successor KEXIM Facility Agent has been appointed by KEXIM within thirty (30) days after the date such notice of resignation was given by such resigning KEXIM Facility Agent, or KEXIM elected to remove such Person, any KEXIM Direct Facility Secured Party may petition any court of competent jurisdiction for the appointment of a successor KEXIM Facility Agent. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor KEXIM Facility Agent, who shall serve as KEXIM Facility Agent hereunder and under each other Financing Document to which it is a party until such time, if any, as KEXIM appoints a successor KEXIM Facility Agent, as provided above. (d) Upon the acceptance of a successor’s appointment as KEXIM Facility Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) KEXIM Facility Agent, and the retiring (or removed) KEXIM Facility Agent shall be discharged from all of its duties and obligations hereunder or under the other Financing Documents. After the retirement or removal of the KEXIM Facility Agent hereunder and under the other Financing Documents, the provisions of this ARTICLE 9 and Section 10.08 (Indemnification by the Borrower) shall continue in effect for the benefit of such retiring (or removed) Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Person was acting in its capacity as KEXIM Facility Agent.

Resignation or Removal of KEXIM Facility Agent. (a) The KEXIM Facility Agent may resign from the performance of all its functions and duties hereunder and under the other Financing Documents and the KEXIM Guarantee at any time by giving thirty (30) days’ prior written notice to the Borrower Borrower, the KEXIM Covered Facility Lenders and KEXIM. The KEXIM Facility Agent may be removed at any time (i) by KEXIM the Required Lenders for such Person’s gross negligence or willful misconduct or (ii) by the Borrower, with the consent of the Required Lenders and KEXIM, for such Person’s gross negligence or willful misconduct. In the event KEB NY Financial Corp. is no longer the KEXIM Facility Agent, any successor KEXIM Facility Agent may be removed at any time with cause by the Required Lenders and KEXIM. Any such resignation or removal shall take effect upon the appointment of a successor KEXIM Facility Agent, in accordance with this Section 9.069.07. (b) Upon any notice of resignation by the KEXIM Facility Agent or upon the removal of the KEXIM Facility Agent by KEXIM, or by the Borrower with the approval of KEXIM pursuant to Section 9.06(a9.07(a), the Required Lenders shall, with the consent of KEXIM shall (such consent not to be unreasonably conditioned, delayed or withheld) appoint a successor KEXIM Facility Agent, hereunder and under each other Financing Document to which the KEXIM Facility Agent is a party, such successor KEXIM Facility Agent to be a commercial bank having a combined capital and surplus of at least one billion Dollars ($1,000,000,000); provided that, if no Default or Event of Default shall then be continuing, appointment of a successor KEXIM Facility Agent shall also be acceptable to the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the Borrower to a successor KEXIM Facility Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. (c) If no successor KEXIM Facility Agent has been appointed by KEXIM the Required Lenders within thirty (30) days after the date such notice of resignation was given by such resigning KEXIM Facility Agent, or KEXIM the Required Lenders elected to remove such Person, any KEXIM Direct Covered Facility Secured Party may petition any court of competent jurisdiction for the appointment of a successor KEXIM Facility Agent. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor KEXIM Facility Agent, who shall serve as KEXIM Facility Agent hereunder and under each other Financing Document to which it is a party until such time, if any, as KEXIM appoints the Required Lenders appoint a successor KEXIM Facility Agent, as provided above. (d) Upon the acceptance of a successor’s appointment as KEXIM Facility Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) KEXIM Facility Agent, and the retiring (or removed) KEXIM Facility Agent shall be discharged from all of its duties and obligations hereunder or under the other Financing Documents. After the retirement or removal of the KEXIM Facility Agent hereunder and under the other Financing Documents, the provisions of this ARTICLE 9 and Section 10.08 11.08 (Indemnification by the Borrower) shall continue in effect for the benefit of such retiring (or removed) Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Person was acting in its capacity as KEXIM Facility Agent.