ACCORDANCE WITH
PARAGRAPH (D) BELOW.
(B)
ON RECEIPT OF A NOTICE OF CANCELLATION REFERRED TO IN PARAGRAPH (A) ABOVE
IN RELATION TO A LENDER, THE COMMITMENT OF THAT LENDER SHALL IMMEDIATELY BE
REDUCED TO ZERO.
(C)
ON THE LAST DAY OF EACH INTEREST PERIOD WHICH ENDS AFTER THE BORROWER HAS
GIVEN NOTICE OF CANCELLATION UNDER PARAGRAPH (A) ABOVE (OR, IF EARLIER, THE DATE
SPECIFIED BY THE BORROWER IN THAT NOTICE), THE BORROWER SHALL REPAY THAT
LENDER'S PARTICIPATION IN EACH LOAN AND ALL ACCRUED INTEREST, BREAK COSTS AND
OTHER AMOUNTS PAYABLE IN RELATION THERETO UNDER THE FINANCE DOCUMENTS.
(D)
IF ANY OF THE CIRCUMSTANCES SET OUT IN PARAGRAPH (A) ABOVE APPLY TO A
LENDER, THE BORROWER MAY, ON 10 BUSINESS DAYS' PRIOR NOTICE TO THE AGENT AND
THAT LENDER,
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REPLACE THAT LENDER BY REQUIRING THAT LENDER TO (AND, TO THE EXTENT PERMITTED BY
LAW, THAT LENDER SHALL) TRANSFER PURSUANT TO CLAUSE 26 (CHANGES TO THE LENDERS)
ALL (AND NOT PART ONLY) OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO A
LENDER OR 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
(INCLUDING CREDIT DERIVATIVES) IN ANY SUCH CASE SELECTED BY THE BORROWER WHICH
CONFIRMS ITS WILLINGNESS TO ASSUME AND DOES ASSUME ALL THE OBLIGATIONS OF THE
TRANSFERRING LENDER IN ACCORDANCE WITH CLAUSE 26 (CHANGES TO THE LENDERS) FOR A
PURCHASE PRICE IN CASH PAYABLE AT THE TIME OF THE TRANSFER IN AN AMOUNT EQUAL TO
THE OUTSTANDING PRINCIPAL AMOUNT OF SUCH LENDER'S PARTICIPATION IN THE
OUTSTANDING LOANS AND ALL ACCRUED INTEREST, BREAK COSTS AND OTHER AMOUNTS
PAYABLE IN RELATION THERETO UNDER THE FINANCE DOCUMENTS.
(E)
THE REPLACEMENT OF A LENDER PURSUANT TO PARAGRAPH (D) ABOVE SHALL BE
SUBJECT TO THE FOLLOWING CONDITIONS:
(I)
THE BORROWER SHALL HAVE NO RIGHT TO REPLACE THE AGENT;
(II)
NEITHER THE AGENT NOR ANY LENDER SHALL HAVE ANY OBLIGATION TO FIND A
REPLACEMENT LENDER;
(III)
IN NO EVENT SHALL THE LENDER REPLACED UNDER PARAGRAPH (D) ABOVE BE
REQUIRED TO PAY OR SURRENDER ANY OF THE FEES RECEIVED BY SUCH LENDER PURSUANT TO
THE FINANCE DOCUMENTS; AND
(IV)
THE LENDER SHALL ONLY BE OBLIGED TO TRANSFER ITS RIGHTS AND OBLIGATIONS
PURSUANT TO PARAGRAPH (D) ABOVE ONCE IT IS SATISFIED THAT IT HAS COMPLIED WITH
ALL NECESSARY "KNOW YOUR CUSTOMER" OR OTHER SIMILAR CHECKS UNDER ALL APPLICABLE
LAWS AND REGULATIONS IN RELATION TO THAT TRANSFER; AND
(V)
IN THE CASE OF ANY REPLACEMENT OF A LENDER RESULTING FROM PAYMENTS
REQUIRED TO BE MADE PURSUANT TO PARAGRAPH (A)(IV) ABOVE OR A CLAIM FOR
COMPENSATION UNDER PARAGRAPH (A)(V) ABOVE, SUCH TRANSFER OF RIGHTS AND
OBLIGATIONS PURSUANT TO PARAGRAPH (D) ABOVE WILL RESULT IN A REDUCTION IN SUCH
PAYMENTS OR COMPENSATION THEREAFTER.
(F)
A LENDER SHALL PERFORM THE CHECKS DESCRIBED IN PARAGRAPH (E)(IV) ABOVE AS
SOON AS REASONABLY PRACTICABLE FOLLOWING DELIVERY OF A NOTICE REFERRED TO IN
PARAGRAPH (D) ABOVE AND SHALL