shall if so directed by the Majority
Lenders, by notice to the Borrower:
(A)
CANCEL THE TOTAL COMMITMENTS WHEREUPON THEY
SHALL IMMEDIATELY BE CANCELLED AND NO FURTHER UTILISATIONS SHALL BE REQUESTED OR
MADE UNDER A FACILITY; AND/OR
(B)
DECLARE THAT ALL OR PART OF THE LOANS,
TOGETHER WITH ACCRUED INTEREST, AND ALL OTHER AMOUNTS ACCRUED OR OUTSTANDING
UNDER THE FINANCE DOCUMENTS BE IMMEDIATELY DUE AND PAYABLE, WHEREUPON THE SAME
SHALL BECOME IMMEDIATELY DUE AND PAYABLE; AND/OR
(C)
DECLARE THAT ALL OR PART OF THE LOANS ARE
PAYABLE ON DEMAND, WHEREUPON THEY SHALL BECOME IMMEDIATELY DUE AND PAYABLE;
AND/OR
(D)
EXERCISE OR DIRECT THE SECURITY AGENT TO
EXERCISE ANY OR ALL OF ITS RIGHTS, REMEDIES, POWERS OR DISCRETIONS UNDER THE
FINANCE DOCUMENTS; AND/OR
(E)
EXERCISE ALL OTHER CONTRACTUAL AND LEGAL
RIGHTS OF THE FINANCE PARTIES IN RESPECT OF ANY LIENS; AND/OR
(F)
TAKE ANY OTHER ACTION AND PURSUE ANY
OTHER REMEDIES AVAILABLE UNDER APPLICABLE LAW OR UNDER THE FINANCE DOCUMENTS.
25.
SECURITY
Unless expressly provided to the contrary, the Security Agent holds any security
created by a Security Document for the Finance Parties on the terms set out in
Schedule 6 (The Security Agent).
26.
CHANGES TO THE LENDERS
26.1
ASSIGNMENTS AND TRANSFERS BY THE LENDERS
Subject to this Clause 26 (Changes to the Lenders), a Lender (the "Existing
Lender") may:
(A)
ASSIGN ANY OF ITS RIGHTS; OR
(B)
TRANSFER BY NOVATION ANY OF ITS RIGHTS AND
OBLIGATIONS,
to another bank or financial institution or to a trust, fund or other entity
which is regularly engaged in or established for the purpose of making,
purchasing or investing in loans, securities or other financial assets (the "New
Lender").
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26.2
CONDITIONS OF ASSIGNMENT OR TRANSFER
(A)
THE CONSENT OF THE BORROWER IS REQUIRED FOR
AN ASSIGNMENT OF TRANSFER BY AN EXISTING LENDER, PROVIDED THAT NO CONSENT SHALL
BE REQUIRED TO BE OBTAINED FROM THE BORROWER IF SUCH TRANSFER OR ASSIGNMENT IS:
(I)
TO A QUALIFYING LENDER OR TO AN EXISTING
LENDER (OR ANY OF ITS AFFILIATES);
(II)
MADE AT ANY TIME WHEN A DEFAULT HAS
OCCURRED AND IS CONTINUING; AND/OR
(III)
REQUIRED BY ANY APPLICABLE LAW.
(B)
THE CONSENT OF THE BORROWER TO AN ASSIGNMENT
OR TRANSFER MUST NOT BE UNREASONABLY WITHHELD OR DELAYED.
THE BORROWER WILL BE
DEEMED TO HAVE GIVEN ITS CONSENT FIVE (5) BUSINESS DAYS AFTER THE EXISTING
LENDER HAS REQUESTED IT UNLESS THE CONSENT IS EXPRESSLY REFUSED BY THE BORROWER
WITHIN THAT TIME.
(C)
THE CONSENT OF THE BORROWER TO AN
ASSIGNMENT MUST NOT BE WITHHELD SOLELY BECAUSE THE ASSIGNMENT OR TRANSFER MAY
RESULT IN AN INCREASE TO THE MANDATORY COST.
(D)
AN ASSIGNMENT WILL ONLY BE EFFECTIVE ON:
(I)
RECEIPT BY THE COFACE AGENT OF WRITTEN
CONFIRMATION FROM THE NEW LENDER (IN FORM AND SUBSTANCE SATISFACTORY TO THE
COFACE AGENT) THAT THE NEW LENDER WILL ASSUME THE SAME OBLIGATIONS TO THE OTHER
FINANCE PARTIES AS IT WOULD HAVE BEEN UNDER IF IT WAS AN ORIGINAL LENDER;
(II)
PERFORMANCE BY THE COFACE AGENT OF ALL
NECESSARY "KNOW