29.7
(RIGHTS AND DISCRETIONS) ONE OR MORE OTHER LENDERS
MAY PROVIDE ALL OR PART OF THAT SHARE ON ITS BEHALF.
WHERE THAT SECURITY IS
CASH THE NON PROVIDING LENDER MUST IMMEDIATELY PAY EACH LENDER THAT PROVIDED
CASH THE AMOUNT PROVIDED BY IT TOGETHER WITH INTEREST EQUAL TO ITS COST OF FUNDS
PLUS A MARGIN OF 2% PER ANNUM, COMPOUNDING MONTHLY.
29.12
RESIGNATION OF THE AGENT
(A)
THE AGENT MAY RESIGN AND APPOINT ONE OF ITS AFFILIATES ACTING THROUGH AN
OFFICE IN AUSTRALIA AS SUCCESSOR BY GIVING NOTICE TO THE LENDERS AND A BORROWER.
(B)
ALTERNATIVELY THE AGENT MAY RESIGN BY GIVING 30 DAYS' NOTICE TO THE
LENDERS AND A BORROWER, IN WHICH CASE THE MAJORITY LENDERS (AFTER CONSULTATION
WITH A BORROWER) MAY APPOINT A SUCCESSOR AGENT.
(C)
IF THE MAJORITY LENDERS HAVE NOT APPOINTED A SUCCESSOR AGENT IN
ACCORDANCE WITH PARAGRAPH (B) ABOVE WITHIN 20 DAYS AFTER NOTICE OF RESIGNATION
WAS GIVEN, THE RETIRING AGENT (AFTER CONSULTATION WITH A BORROWER) MAY APPOINT A
SUCCESSOR AGENT (ACTING THROUGH AN OFFICE IN THE SAME TIME ZONE AS AUSTRALIA).
153
(D)
IF THE AGENT WISHES TO RESIGN BECAUSE (ACTING REASONABLY) IT HAS
CONCLUDED THAT IT IS NO LONGER APPROPRIATE FOR IT TO REMAIN AS AGENT AND THE
AGENT IS ENTITLED TO APPOINT A SUCCESSOR AGENT UNDER PARAGRAPH (C) ABOVE, THE
AGENT MAY (IF IT CONCLUDES (ACTING REASONABLY) THAT IT IS NECESSARY TO DO SO IN
ORDER TO PERSUADE THE PROPOSED SUCCESSOR AGENT TO BECOME A PARTY TO THIS
AGREEMENT AS AGENT) AGREE WITH THE PROPOSED SUCCESSOR AGENT AMENDMENTS TO THIS
CLAUSE 29 (ROLE OF THE AGENT, THE ARRANGER, THE REFERENCE BANKS)AND ANY OTHER
TERM OF THIS AGREEMENT DEALING WITH THE RIGHTS OR OBLIGATIONS OF THE AGENT
CONSISTENT WITH THEN CURRENT MARKET PRACTICE FOR THE APPOINTMENT AND PROTECTION
OF AGENTS OF SYNDICATED FINANCING TRANSACTIONS TOGETHER WITH ANY REASONABLE
AMENDMENTS TO THE AGENCY FEE PAYABLE UNDER THIS AGREEMENT WHICH ARE CONSISTENT
WITH THE SUCCESSOR AGENT'S NORMAL FEE RATES AND THOSE AMENDMENTS WILL BIND THE
PARTIES.
(E)
THE RETIRING AGENT SHALL MAKE AVAILABLE TO THE SUCCESSOR AGENT SUCH
DOCUMENTS AND RECORDS AND PROVIDE SUCH ASSISTANCE AS THE SUCCESSOR AGENT MAY
REASONABLY REQUEST FOR THE PURPOSES OF PERFORMING ITS FUNCTIONS AS AGENT UNDER
THE FINANCE DOCUMENTS. THE BORROWERS SHALL, WITHIN THREE BUSINESS DAYS OF
DEMAND, REIMBURSE THE RETIRING AGENT FOR THE AMOUNT OF ALL COSTS AND EXPENSES
(INCLUDING LEGAL FEES) PROPERLY INCURRED BY IT IN MAKING AVAILABLE SUCH
DOCUMENTS AND RECORDS AND PROVIDING SUCH ASSISTANCE SAVE FOR WHERE THE AGENT IS
A DEFAULTING FINANCE PARTY.
(F)
THE AGENT'S RESIGNATION NOTICE SHALL ONLY TAKE EFFECT UPON THE
APPOINTMENT OF A SUCCESSOR.
(G)
UPON THE APPOINTMENT OF A SUCCESSOR, THE RETIRING AGENT SHALL BE
DISCHARGED FROM ANY FURTHER OBLIGATION IN RESPECT OF THE FINANCE DOCUMENTS
(OTHER THAN ITS OBLIGATIONS UNDER PARAGRAPH (E) ABOVE) BUT SHALL REMAIN ENTITLED
TO THE BENEFIT OF THIS CLAUSE 30 (CONDUCT OF BUSINESS BY THE FINANCE PARTIES)
(AND ANY AGENCY FEES FOR THE ACCOUNT OF THE RETIRING AGENT SHALL CEASE TO ACCRUE
FROM (AND