the relevant illegality and the Facility Agent having given notice of
the same to the Company.
27.12
INTERCREDITOR DEFAULT
Any member of the Group which is party to the Group Intercreditor Agreement or
the HYD Intercreditor Agreement fails to comply with any of its material
obligations under it and such failure, if capable of remedy, is not remedied
within 30 days of the earlier of such member of the Group becoming aware of the
relevant failure to comply and the Facility Agent having given notice of the
same to the Parent.
27.13
REVOCATION OF NECESSARY AUTHORISATIONS
Any Necessary Authorisation is revoked and where such revocation has or would
reasonably be expected to have a Material Adverse Effect, is not replaced within
10 Business Days.
27.14
MATERIAL ADVERSE EFFECT
Any event or circumstance occurs which has a Material Adverse Effect.
27.15
MATERIAL PROCEEDINGS
Any litigation, arbitration or administrative proceeding of or before any court,
arbitral body, or agency is commenced against any member of the Group, which is
reasonably likely to be adversely determined and which, if adversely determined,
has or would reasonably be expected to have a Material Adverse Effect.
27.16
CHANGE OF OWNERSHIP
If any of the following occurs:
(A)
THE PARENT CEASES TO BE A DIRECT OR INDIRECT WHOLLY-OWNED SUBSIDIARY
OF THE ULTIMATE PARENT; OR
(B)
THE COMPANY CEASES TO BE A DIRECT WHOLLY-OWNED SUBSIDIARY OF THE
PARENT.
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27.17
ACCELERATION
Upon the occurrence of an Event of Default and while the same is continuing at
any time thereafter, the Facility Agent may (and, if so instructed by an
Instructing Group, shall) by written notice to the Company:
(A)
DECLARE ALL OR ANY PART OF THE OUTSTANDINGS TO BE IMMEDIATELY DUE
AND PAYABLE (WHEREUPON THE SAME SHALL BECOME SO PAYABLE TOGETHER WITH ACCRUED
INTEREST THEREON AND ANY OTHER SUMS THEN OWED BY ANY OBLIGOR UNDER THE RELEVANT
FINANCE DOCUMENTS) OR DECLARE ALL OR ANY PART OF THE OUTSTANDINGS TO BE DUE AND
PAYABLE ON DEMAND OF THE FACILITY AGENT; AND/OR
(B)
REQUIRE THE BORROWERS TO PROCURE THAT THE OUTSTANDING L/C AMOUNT
UNDER EACH DOCUMENTARY CREDIT IS AND ALL ANCILLARY FACILITY OUTSTANDINGS ARE
PROMPTLY REDUCED TO ZERO AND/OR PROVIDE CASH COLLATERAL THEREFOR BY DEPOSIT IN
SUCH INTEREST BEARING ACCOUNT AS THE FACILITY AGENT MAY SPECIFY FOR EACH
DOCUMENTARY CREDIT/ANCILLARY FACILITY IN AN AMOUNT SPECIFIED BY THE FACILITY
AGENT AND IN THE CURRENCY OF SUCH DOCUMENTARY CREDIT/ANCILLARY FACILITY
(WHEREUPON THE BORROWER SHALL DO SO) BUT NO GREATER THAN THE AMOUNT OUTSTANDING
UNDER SUCH DOCUMENTARY CREDIT/ANCILLARY FACILITY; AND/OR
(C)
DECLARE THAT ANY UNUTILISED PORTION OF THE FACILITIES SHALL BE
CANCELLED, WHEREUPON THE SAME SHALL BE CANCELLED AND THE CORRESPONDING
COMMITMENTS OF EACH LENDER SHALL BE REDUCED TO ZERO; AND/OR
(D)
EXERCISE OR DIRECT THE SECURITY TRUSTEE TO EXERCISE ANY RIGHTS AND
REMEDIES (INCLUDING ANY RIGHT TO DEMAND CASH COLLATERAL BY DEPOSIT IN SUCH
INTEREST-BEARING ACCOUNT AS THE FACILITY AGENT MAY SPECIFY) TO WHICH THE
FACILITY AGENT, THE SECURITY TRUSTEE OR THE LENDERS MAY BE ENTITLED,
provided that, notwithstanding anything to