IT BY THE EXISTING LENDER AND THE NEW LENDER ONCE IT IS SATISFIED
IT HAS COMPLIED WITH ALL NECESSARY "KNOW YOUR CUSTOMER" OR OTHER SIMILAR CHECKS
UNDER ALL APPLICABLE LAWS AND REGULATIONS IN RELATION TO THE TRANSFER TO SUCH
NEW LENDER.
(C)
THE AGENT MAY REFRAIN FROM EXECUTING A TRANSFER CERTIFICATE PENDING
SATISFACTION OF CLAUSE 26.2(C)(III)
(CONDITIONS OF ASSIGNMENT OR NOVATION) AND
ACTING REASONABLY, MAY DELAY EXECUTING A TRANSFER CERTIFICATE PENDING A PAYMENT,
DISTRIBUTION OR UTILISATION UNDER OR IN RESPECT OF THE FINANCE DOCUMENTS.
(D)
EACH PARTY OTHER THAN THE EXISTING LENDER IRREVOCABLY AUTHORISES THE
AGENT TO EXECUTE ANY TRANSFER CERTIFICATE ON ITS BEHALF.
(E)
SUBJECT TO CLAUSE 26.9
(PRO RATA INTEREST SETTLEMENT), ON THE TRANSFER
DATE:
(I)
TO THE EXTENT THAT IN THE TRANSFER CERTIFICATE THE EXISTING LENDER SEEKS
TO NOVATE ITS RIGHTS AND OBLIGATIONS UNDER THE FINANCE DOCUMENTS EACH OF THE
OBLIGORS AND THE EXISTING LENDER SHALL BE RELEASED FROM FURTHER OBLIGATIONS
TOWARDS ONE ANOTHER UNDER THE FINANCE DOCUMENTS AND THEIR RESPECTIVE RIGHTS
AGAINST ONE ANOTHER UNDER THE FINANCE DOCUMENTS SHALL BE CANCELLED (BEING THE
"DISCHARGED RIGHTS AND OBLIGATIONS");
(II)
EACH OF THE OBLIGORS AND THE NEW LENDER SHALL ASSUME OBLIGATIONS TOWARDS
ONE ANOTHER AND/OR ACQUIRE RIGHTS AGAINST ONE ANOTHER WHICH DIFFER FROM THE
DISCHARGED RIGHTS AND OBLIGATIONS ONLY INSOFAR AS THAT OBLIGOR AND THE NEW
LENDER HAVE ASSUMED AND/OR ACQUIRED THE SAME IN PLACE OF THAT OBLIGOR AND THE
EXISTING LENDER;
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(III)
THE AGENT, THE ARRANGER, THE NEW LENDER AND OTHER LENDERS SHALL ACQUIRE
THE SAME RIGHTS AND ASSUME THE SAME OBLIGATIONS BETWEEN THEMSELVES AS THEY WOULD
HAVE ACQUIRED AND ASSUMED HAD THE NEW LENDER BEEN AN ORIGINAL LENDER WITH THE
RIGHTS AND/OR OBLIGATIONS ACQUIRED OR ASSUMED BY IT AS A RESULT OF THE NOVATION
AND TO THAT EXTENT THE AGENT, THE ARRANGER AND THE EXISTING LENDER SHALL EACH BE
RELEASED FROM FURTHER OBLIGATIONS TO EACH OTHER UNDER THE FINANCE DOCUMENTS;
(IV)
THE NEW LENDER SHALL BECOME A PARTY AS A "LENDER" AND ENTITLED TO THE
BENEFITS OF ANY OTHER DOCUMENT ENTERED INTO BY THE AGENT AS AGENT FOR THE
LENDERS AND WILL BE BOUND BY OBLIGATIONS EQUIVALENT TO THE RELEVANT OBLIGATIONS
(AS DEFINED IN CLAUSE 26.6(C)(II)
(PROCEDURE FOR ASSIGNMENT) BELOW); AND
(V)
FOR THE PURPOSES OF THIS AGREEMENT, COMMITMENTS, PARTICIPATIONS IN LOANS
AND RIGHTS AND OBLIGATIONS WILL BE TAKEN TO HAVE BEEN TRANSFERRED UNDER A
TRANSFER CERTIFICATE EVEN THOUGH IT OPERATES AS A NOVATION AND COMMITMENTS,
PARTICIPATIONS IN LOANS AND RIGHTS AND OBLIGATIONS ARE REPLACED RATHER THAN
TRANSFERRED.
26.6
PROCEDURE FOR ASSIGNMENT
(A)
SUBJECT TO THE CONDITIONS SET OUT IN CLAUSE 26.2
(CONDITIONS OF
ASSIGNMENT OR NOVATION) AN ASSIGNMENT MAY BE EFFECTED IN ACCORDANCE WITH
PARAGRAPH (C) BELOW WHEN THE AGENT EXECUTES AN OTHERWISE DULY COMPLETED
ASSIGNMENT AGREEMENT DELIVERED TO IT BY THE EXISTING LENDER AND THE NEW LENDER.
THE AGENT SHALL, SUBJECT TO PARAGRAPH (B) BELOW, AS SOON AS REASONABLY
PRACTICABLE AFTER RECEIPT BY IT OF A DULY COMPLETED ASSIGNMENT AGREEMENT
APPEARING ON ITS FACE TO COMPLY WITH THE TERMS OF THIS AGREEMENT