Common use of Switch Option Clause in Contracts

Switch Option. Unless Ex-Im Bank otherwise agrees in writing: (i) Except with respect to replacements of Notes pursuant to Section 5.04(a), Ex-Im Bank will issue a Guarantee Legend or a Guaranteed Note Certificate with respect to a new Note (other than a Serial Note) or Note Series replacing an outstanding Note or Note Series only if the new Note or Note Series, as the case may be, is issued in connection with an exercise of the Switch Option. (ii) The endorsement of a Guarantee Legend or issuance of a Guaranteed Note Certificate in connection with an exercise of the Switch Option shall be subject to the following limitations: (A) a single outstanding Note (other than a Serial Note) may only be replaced by multiple new Notes if the outstanding Note has a face amount of at least US$1,000,000 and the replacement Notes are each in a face amount of at least US$500,000; (B) a single outstanding Serial Note may only be replaced in connection with the replacement of the entire Note Series of which it is a part and a single Note Series may only be replaced by multiple new Note Series if the outstanding Note Series has an aggregate face amount of at least US$1,000,000 and the replacement Note Series are each in an aggregate face amount of at least US$500,000; (C) replacement Serial Notes may only be issued to the Noteholder of the outstanding Serial Notes being replaced; and (D) the Lender must be the only Person named as payee on any replacement Note. (iii) For each new Note or Note Series on which the Lender requests a Guarantee Legend or Guaranteed Note Certificate pursuant to an exercise of the Switch Option, the Lender shall submit the following documents to Ex-Im Bank at least ten (10) Business Days before the date requested for the endorsement of such Guarantee Legend or issuance of such Guaranteed Note Certificate: (A) the outstanding Note or Note Series that has been replaced or is to be replaced in whole or in part by the new Note or Note Series, provided, that either: (1) such outstanding Note or each Serial Note of such outstanding Note Series bears Ex-Im Bank’s Guarantee Legend; (2) such outstanding Note (if it is not a Serial Note) or such outstanding Note Series is accompanied by the Guaranteed Note Certificate Ex-Im Bank issued with respect to such Note or Note Series; or (3) such outstanding Note, Note Series, or each Serial Note of such outstanding Note Series lacking either Ex-Im Bank’s Guarantee Legend or a Guaranteed Note Certificate is accompanied by Guarantee Certificate(s) Ex-Im Bank issued with respect to such Note or Note Series; (B) the new Note or Note Series, as the case may be, and any other replacement Note(s) or replacement Note Series taking the place of the outstanding Note or Note Series; and (C) a Request for Guarantee in the form of Annex D with respect to the new Note or Note Series. If the Lender does not desire to set the interest rate of the replacement Note(s) or Note Series, or to specify the number, denomination or face amount of such replacement Note(s) or Note Series, then on the date of its submission of the Request for Guarantee, in place of submitting each such new Note or Note Series as required by clause (B) above, the Lender may submit a draft Note or Note Series (that shall omit such information) together with a schedule of the Lender’s good faith estimate of the number, denomination and face amounts of all Notes or Note Series with which the Lender wishes to replace the then outstanding Note(s) or Note Series; provided, that the actual replacement Note(s) or Note Series, as the case may be, fully completed in all respects, are submitted two (2) Business Days before the date requested for the endorsement of the new Guarantee Legend or issuance of a new Guaranteed Note Certificate. Subject to the conditions of this Section 5.04(b)(iii), Ex-Im Bank and the Lender shall arrange for the delivery of such new Note(s) or Note Series, with the appropriate Guarantee Legend(s) endorsed thereon or the appropriate Guaranteed Note Certificate issued with respect thereto, to the Lender by any date that the Lender informs Ex-Im Bank is the expected issuance date(s) of such new Note(s) or Note Series. (iv) Upon receipt of the aforementioned documents, Ex-Im Bank shall cancel the Guarantee Legend on the then outstanding Note(s) and endorse the Guarantee Legend on the new Note(s) or issue new Guaranteed Note Certificate(s) with respect to the new Note(s), as appropriate. (v) The Lender shall have the duty of ensuring that any replacement Notes presented to Ex-Im Bank for the endorsement of a Guarantee Legend or issuance of a new Guaranteed Note Certificate pursuant to this Section 5.04(b) are (A) identical in form (except with respect to dates, face amounts, interest rates and identity of Noteholder) to the outstanding Note(s) being replaced; and (B) if the Lender elected to submit a draft Note as permitted by Section 5.04(b)(iii), identical in form (except with respect to dates, face amounts, interest rate and identity of Noteholder) to the draft replacement Note previously submitted; in each case, provided, that the Lender and Ex-Im Bank each acknowledges and agrees that pursuant to Section 9.07 the Lender shall indemnify Ex- Im Bank for all actual damages and costs suffered by Ex-Im Bank as a result of any failure by the Lender to comply with its obligation under this Section 5.04(b)(v) but any such failure shall in no way affect the binding nature of any Guarantee issued with respect to the relevant Credit.

Switch Option. Unless Ex-Im Bank otherwise agrees in writing: (i) Except with respect to replacements of Notes pursuant to Section 5.04(a), Ex-Im Bank will issue a Guarantee Legend or a Guaranteed Note Certificate with respect to a new Note (other than a Serial Note) or Note Series replacing an outstanding Note or Note Series only if the new Note or Note Series, as the case may be, is issued in connection with an exercise of the Switch Option. (ii) The endorsement of a Guarantee Legend or issuance of a Guaranteed Note Certificate in connection with an exercise of the Switch Option shall be subject to the following limitations: (A) a single outstanding Note (other than a Serial Note) may only be replaced by multiple new Notes if the outstanding Note has a face amount of at least US$1,000,000 and the replacement Notes are each in a face amount of at least US$500,000; (B) a single outstanding Serial Note may only be replaced in connection with the replacement of the entire Note Series of which it is a part and a single Note Series may only be replaced by multiple new Note Series if the outstanding Note Series has an aggregate face amount of at least US$1,000,000 and the replacement Note Series are each in an aggregate face amount of at least US$500,000; (C) replacement Serial Notes may only be issued to the Noteholder of the outstanding Serial Notes being replaced; and (D) the Lender must be the only Person named as payee on any replacement Note.replacement (iii) For each new Note or Note Series on which the Lender requests a Guarantee Legend or Guaranteed Note Certificate pursuant to an exercise of the Switch Option, the Lender shall submit the following documents to Ex-Im Bank at least ten (10) Business Days before the date requested for the endorsement of such Guarantee Legend or issuance of such Guaranteed Note Certificate: (A) the outstanding Note or Note Series that has been replaced or is to be replaced in whole or in part by the new Note or Note Series, provided, that either: (1) such outstanding Note or each Serial Note of such outstanding Note Series bears Ex-Im Bank’s Guarantee Legend; (2) such outstanding Note (if it is not a Serial Note) or such outstanding Note Series is accompanied by the Guaranteed Note Certificate Ex-Im Bank issued with respect to such Note or Note Series; or (3) such outstanding Note, Note Series, or each Serial Note of such outstanding Note Series lacking either Ex-Im Bank’s Guarantee Legend or a Guaranteed Note Certificate is accompanied by Guarantee Certificate(s) Ex-Im Bank issued with respect to such Note or Note Series; (B) the new Note or Note Series, as the case may be, and any other replacement Note(s) or replacement Note Series taking the place of the outstanding Note or Note Series; and (C) a Request for Guarantee in the form of Annex D with respect to the new Note or Note Series. If the Lender does not desire to set the interest rate of the replacement Note(s) or Note Series, or to specify the number, denomination or face amount of such replacement Note(s) or Note Series, then on the date of its submission of the Request for Guarantee, in place of submitting each such new Note or Note Series as required by clause (B) above, the Lender may submit a draft Note or Note Series (that shall omit such information) together with a schedule of the Lender’s good faith estimate of the number, denomination and face amounts of all Notes or Note Series with which the Lender wishes to replace the then outstanding Note(s) or Note Series; provided, that the actual replacement Note(s) or Note Series, as the case may be, fully completed in all respects, are submitted two (2) Business Days before the date requested for the endorsement of the new Guarantee Legend or issuance of a new Guaranteed Note Certificate. Subject to the conditions of this Section 5.04(b)(iii), Ex-Im Bank and the Lender shall arrange for the delivery of such new Note(s) or Note Series, with the appropriate Guarantee Legend(s) endorsed thereon or the appropriate Guaranteed Note Certificate issued with respect thereto, to the Lender by any date that the Lender informs Ex-Im Bank is the expected issuance date(s) of such new Note(s) or Note Series. (iv) Upon receipt of the aforementioned documents, Ex-Im Bank shall cancel the Guarantee Legend on the then outstanding Note(s) and endorse the Guarantee Legend on the new Note(s) or issue new Guaranteed Note Certificate(s) with respect to the new Note(s), as appropriate. (v) The Lender shall have the duty of ensuring that any replacement Notes presented to Ex-Im Bank for the endorsement of a Guarantee Legend or issuance of a new Guaranteed Note Certificate pursuant to this Section 5.04(b) are (A) identical in form (except with respect to dates, face amounts, interest rates and identity of Noteholder) to the outstanding Note(s) being replaced; and (B) if the Lender elected to submit a draft Note as permitted by Section 5.04(b)(iii), identical in form (except with respect to dates, face amounts, interest rate and identity of Noteholder) to the draft replacement Note previously submitted; in each case, provided, that the Lender and Ex-Im Bank each acknowledges and agrees that pursuant to Section 9.07 the Lender shall indemnify Ex- Im Bank for all actual damages and costs suffered by Ex-Im Bank as a result of any failure by the Lender to comply with its obligation under this Section 5.04(b)(v) but any such failure shall in no way affect the binding nature of any Guarantee issued with respect to the relevant Credit.

Switch Option. Unless Ex-Im Bank otherwise agrees in writing: (i) Except with respect to replacements of Notes pursuant to Section 5.04(a), Ex-Im Bank will issue a Guarantee Legend or a Guaranteed Note Certificate with respect to a new Note (other than a Serial Note) or Note Series replacing an outstanding Note or Note Series only if the new Note or Note Series, as the case may be, is issued in connection with an exercise of the Switch Option. (ii) The endorsement of a Guarantee Legend or issuance of a Guaranteed Note Certificate in connection with an exercise of the Switch Option shall be subject to the following limitations: (A) a single outstanding Note (other than a Serial Note) may only be replaced by multiple new Notes if the outstanding Note has a face amount of at least US$1,000,000 and the replacement Notes are each in a face amount of at least US$500,000; (B) a single outstanding Serial Note may only be replaced in connection with the replacement of the entire Note Series of which it is a part and a single Note Series may only be replaced by multiple new Note Series if the outstanding Note Series has an aggregate face amount of at least US$1,000,000 and the replacement Note Series are each in an aggregate face amount of at least US$500,000; (C) replacement Serial Notes may only be issued to the Noteholder of the outstanding Serial Notes being replaced; and (D) the Lender must be the only Person named as payee on any replacement Note. (iii) For each new Note or Note Series on which the Lender requests a Guarantee Legend or Guaranteed Note Certificate pursuant to an exercise of the Switch Option, the Lender shall submit the following documents to Ex-Im Bank at least ten (10) Business Days before the date requested for the endorsement of such Guarantee Legend or issuance of such Guaranteed Note Certificate: (A) the outstanding Note or Note Series that has been replaced or is to be replaced in whole or in part by the new Note or Note Series, provided, that either: (1) such outstanding Note or each Serial Note of such outstanding Note Series bears Ex-Im Bank’s Guarantee Legend; (2) such outstanding Note (if it is not a Serial Note) or such outstanding Note Series is accompanied by the Guaranteed Note Certificate Ex-Im Bank issued with respect to such Note or Note Series; or (3) such outstanding Note, Note Series, or each Serial Note of such outstanding Note Series lacking either Ex-Im Bank’s Guarantee Legend or a Guaranteed Note Certificate is accompanied by Guarantee Certificate(s) Ex-Im Bank issued with respect to such Note or Note Series; (B) the new Note or Note Series, as the case may be, and any other replacement Note(s) or replacement Note Series taking the place of the outstanding Note or Note Series; and (C) a Request for Guarantee in the form of Annex D with respect to the new Note or Note Series. If the Lender does not desire to set the interest rate of the replacement Note(s) or Note Series, or to specify the number, denomination or face amount of such replacement Note(s) or Note Series, then on the date of its submission of the Request for Guarantee, in place of submitting each such new Note or Note Series as required by clause (B) above, the Lender may submit a draft Note or Note Series (that shall omit such information) together with a schedule of the Lender’s good faith estimate of the number, denomination and face amounts of all Notes or Note Series with which the Lender wishes to replace the then outstanding Note(s) or Note Series; provided, provided that the actual replacement Note(s) or Note Series, as the case may be, fully completed in all respects, are submitted two (2) Business Days before the date requested for the endorsement of the new Guarantee Legend or issuance of a new Guaranteed Note Certificate. Subject to the conditions of this Section 5.04(b)(iii), Ex-Im Bank and the Lender shall arrange for the delivery of such new Note(s) or Note Series, with the appropriate Guarantee Legend(s) endorsed thereon or the appropriate Guaranteed Note Certificate issued with respect thereto, to the Lender by any date that the Lender informs Ex-Im Bank is the expected issuance date(s) of such new Note(s) or Note Series. (iv) Upon receipt of the aforementioned documents, Ex-Im Bank shall cancel the Guarantee Legend or Guaranteed Note Certificate on or attached to the then outstanding Note(s) and endorse the Guarantee Legend on the new Note(s) or issue new Guaranteed Note Certificate(s) with respect to the new Note(s), as appropriate. (v) The Lender shall have the duty of ensuring that any replacement Notes presented to Ex-Im Bank for the endorsement of a Guarantee Legend or issuance of a new Guaranteed Note Certificate pursuant to this Section 5.04(b) are (A) identical in form (except with respect to dates, face amounts, interest rates and identity of Noteholder) to the outstanding Note(s) being replaced; and (B) if the Lender elected to submit a draft Note as permitted by Section 5.04(b)(iii), identical in form (except with respect to dates, face amounts, interest rate and identity of Noteholder) to the draft replacement Note previously submitted; in each case, provided, that the Lender and Ex-Im Bank each acknowledges and agrees that pursuant to Section 9.07 the Lender shall indemnify Ex- Im Bank for all actual damages and costs suffered by Ex-Im Bank as a result of any failure by the Lender to comply with its obligation obligations under this Section 5.04(b)(v) but any such failure shall in no way affect the binding nature of any Political Risk Guarantee issued with respect to the relevant Credit.

Switch Option. Unless Ex-Im Bank otherwise agrees in writing: (i) Except with respect to replacements of Notes pursuant to Section 5.04(a), Ex-Im Bank will issue a Guarantee Legend or a Guaranteed Note Certificate with respect to a new Note (other than a Serial Note) or Note Series replacing an outstanding Note or Note Series only if the new Note or Note Series, as the case may be, is issued in connection with an exercise of the Switch Option. (ii) The endorsement of a Guarantee Legend or issuance of a Guaranteed Note Certificate in connection with an exercise of the Switch Option shall be subject to the following limitations: (A) a single outstanding Note (other than a Serial Note) may only be replaced by multiple new Notes if the outstanding Note has a face amount of at least US$1,000,000 and the replacement Notes are each in a face amount of at least US$500,000; (B) a single outstanding Serial Note may only be replaced in connection with the replacement of the entire Note Series of which it is a part and a single Note Series may only be replaced by multiple new Note Series if the outstanding Note Series has an aggregate face amount of at least US$1,000,000 and the replacement Note Series are each in an aggregate face amount of at least US$500,000; (C) replacement Serial Notes may only be issued to the Noteholder Agent, on behalf of the Lenders, of the outstanding Serial Notes being replaced; and (D) the Lender Agent must be the only Person named as payee on any replacement Note. (iii) For each new Note or Note Series on which the Lender Agent requests a Guarantee Legend or Guaranteed Note Certificate pursuant to an exercise of the Switch Option, the Lender Agent shall submit the following documents to Ex-Im Bank at least ten (10) Business Days before the date requested for the endorsement of such Guarantee Legend or issuance of such Guaranteed Note Certificate: (A) the outstanding Note or Note Series that has been replaced or is to be replaced in whole or in part by the new Note or Note Series, provided, that either: (1) such outstanding Note or each Serial Note of such outstanding Note Series bears Ex-Im Bank’s Guarantee Legend; (2) such outstanding Note (if it is not a Serial Note) or such outstanding Note Series is accompanied by the Guaranteed Note Certificate Ex-Im Bank issued with respect to such Note or Note Series; or (3) such outstanding Note, Note Series, or each Serial Note of such outstanding Note Series lacking either Ex-Im Bank’s Guarantee Legend or a Guaranteed Note Certificate is accompanied by the Guarantee Certificate(s) Ex-Im Ex- Im Bank issued with respect to such Note or Note Series; (B) the new Note or Note Series, as the case may be, and any other replacement Note(s) or replacement Note Series taking the place of the outstanding Note or Note Series; and (C) a Request for Guarantee in the form of Annex D with respect to the new Note or Note Series. If the Lender Agent does not desire to set the interest rate of the replacement Note(s) or Note Series, or to specify the number, denomination or face amount of such replacement Note(s) or Note Series, then on the date of its submission of the Request for Guarantee, in place of submitting each such new Note or Note Series as required by clause (B) above, the Lender Agent may submit a draft Note or Note Series (that shall omit such information) together with a schedule of the LenderAgent’s good faith estimate of the number, denomination and face amounts of all Notes or Note Series with which the Lender Agent wishes to replace the then outstanding Note(s) or Note Series; provided, that the actual replacement Note(s) or Note Series, as the case may be, fully completed in all respects, are submitted two (2) Business Days before the date requested for the endorsement of the new Guarantee Legend or issuance of a new Guaranteed Note Certificate. Subject to the conditions of this Section 5.04(b)(iii), Ex-Im Bank and the Lender Agent shall arrange for the delivery of such new Note(s) or Note Series, with the appropriate Guarantee Legend(s) endorsed thereon or the appropriate Guaranteed Note Certificate issued with respect thereto, to the Lender Agent by any date that the Lender Agent informs Ex-Im Bank is the expected issuance date(s) of such new Note(s) or Note Series. (iv) Upon receipt of the aforementioned documents, Ex-Im Bank shall cancel the Guarantee Legend on the then outstanding Note(s) and endorse the Guarantee Legend on the new Note(s) or issue new Guaranteed Note Certificate(s) with respect to the new Note(s), as appropriate. (v) The Lender Agent shall have the duty of ensuring that any replacement Notes presented to Ex-Im Bank for the endorsement of a Guarantee Legend or issuance of a new Guaranteed Note Certificate pursuant to this Section 5.04(b) are (A) identical in form (except with respect to dates, face amounts, amounts and interest rates and identity of Noteholderrates) to the outstanding Note(s) being replaced; and (B) if the Lender Agent elected to submit a draft Note as permitted by Section 5.04(b)(iii), identical in form (except with respect to dates, face amounts, amounts and interest rate and identity of Noteholderrates) to the draft replacement Note previously submitted; in each case, provided, that the Lender Agent and Ex-Im Bank each acknowledges and agrees that pursuant to Section 9.07 the Lender shall indemnify Ex- Im Bank for all actual damages and costs suffered by Ex-Im Bank as a result of any failure by the Lender to comply with its obligation under this Section 5.04(b)(v) but any such failure shall in no way affect the binding nature of any Guarantee issued with respect to the relevant Credit.Section