Common use of Licences etc Clause in Contracts

Licences etc. any licence, authorisation, consent or approval at any time necessary to enable any Security Party to comply with its material obligations under the Security Documents or the Underlying Documents is revoked or withheld or modified or is otherwise not granted or fails to remain in full force and effect or if any exchange control or other law or regulation shall exist which would make any transaction under the Security Documents or the Underlying Documents or the continuation thereof, unlawful or would prevent the performance by any Security Party of any term of any of the Security Documents or the Underlying Documents, unless, in the case of unlawfulness referred to above, the Majority Banks are satisfied that through the implementation of alternative arrangements satisfactory to the Majority Banks, the unlawfulness will be overcome or rectified within 10 days from its occurrence but without in the meantime jeopardising in any way the position of the Creditors under this Agreement and the other Security Documents or the Encumbrances created by the Security Documents (and such unlawfulness is actually overcome or rectified within such 10 day period), (a) there shall not be an Event of Default if any of the events or circumstances described in clauses 10.1.7, 10.1.9, 10.1.10, 10.1.11, 10.1.13 and 10.1.14 takes place solely and exclusively with respect to the Refund Guarantor and, within fifteen (15) days after the earlier of (1) the date when the Borrowers or any of them becomes aware that the relevant event or the relevant circumstances have occurred or started to exist and (2) the date when the Agent notifies the Borrowers in writing that the relevant event or the relevant circumstances have occurred or exist: (i) the Borrowers have (A) arranged the issuing of new substitute refund guarantees for each Assigned Contract in favour of the relevant Borrower, in form and substance substantially similar to the Assigned Refund Guarantees and issued by a bank acceptable to the Agent (acting on the instructions of the Majority Banks in their discretion), (B) assigned in favour of the Security Agent (at the expense of the Borrowers) the benefit of such substitute Refund Guarantees by executing security assignment agreements in a form similar to the Pre-delivery Security Assignments (and have delivered to the Security Agent any notices of assignment and have used their best endeavours to deliver to the Security Agent acknowledgements or further documents required to be delivered pursuant thereto) and (C) provided the Agent (at the expense of the Borrowers) with any legal opinion in respect of the matters referred to in this paragraph (a)(i) in form and substance satisfactory to the Agent; or (ii) the Borrowers have prepaid the Loan in full; (b) there shall not be an Event of Default if any of the events or circumstances described in clauses 10.1.27, 10.1.28, 10.1.29, 10.1.30 or 10.1.31 shall occur with respect to an Assigned Contract or an Assigned Refund Guarantee (as the case may be), and, within fifteen (15) days after the earlier of (1) the date when the Borrowers or any of them becomes aware that the relevant event or the relevant circumstances have occurred or started to exist and (2) the date when the Agent notifies the Borrowers in writing that the relevant event or the relevant circumstances have occurred or exist: the Borrowers have prepaid in full the Tranche for the Ship to which such Assigned Contract or Assigned Refund Guarantee relates; (c) the Borrowers shall not be entitled to serve a Drawdown Notice during the fifteen (15) day periods referred to in paragraphs (a) and (b) above, unless the circumstances referred to therein cease to exist and the Borrowers have complied with their obligations thereunder.