(a) The Authority shall at the Contractor's expense, take whatever action the Agent, an Appointed Representative or a Representative taking a transfer in accordance with Clause 8(a) may require for perfecting any transfer or release under Clauses 5 (Representative), 7 (Step-Out) and 8 (Novation) including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent, Appointed Representative or Representative reasonably requires.
(b) The Authority shall not take any action to wind up, appoint an administrator or sanction a voluntary arrangement (or similar) in relation to the Contractor.
(c) Subject always to the continuing obligations of the Parties under this direct agreement, this Agreement shall remain in effect until:
(i) the date on which all amounts which may be or become owing by the Authority to the Contractor under Section 23 (Early Termination) of the Contract have been irrevocably paid in full; or
(ii) in the event that the Authority elects to pay the Adjusted Estimated Fair Value of the Contract or the Senior Debt element of any Termination Sum in instalments in accordance with Clause 24.5 (Method of Payment) of the Contract, the date on which such election is made.
(d) The Agent, in respect of paragraphs (i), (ii) and (iii), and the Contractor in respect of paragraph (iv), shall promptly notify the Authority of:
(i) any decisions to accelerate the maturity of any amounts owing by the Contractor to the Senior Lenders under the [Credit Agreement] and/or demand repayment;42
(ii) the date referred to in paragraph (c) above on or before the date falling 30 days after its occurrence;
(iii) the details and amount of any proposed Additional Permitted Borrowing, including:
(A) the circumstances giving rise to it and reasons for it; and
(B) the terms on which it will be borrowed; and
(iv) on the first Business Day of each calendar month during which any Additional Permitted Borrowing is, or may be, subsisting, the amount outstanding under the [Credit Agreement] (as the same may be amended (whether or not with the approval of the Authority)), and, to the extent it is aware (having made reasonable and proper enquiry):
(A) the amount of any Distribution made by the Contractor; and
(B) the amount of any credit balance on any account of the Contractor;43
(e) The Contractor joins in this Agreement to acknowledge and consent to the arrangements set out and agrees not knowingly to do or omit to do anything that may prevent any party from enforcing its rights under this Agreement.44
(f) For the avoidance of doubt, if there is any conflict or inconsistency between the provisions of this Agreement and the Contract, the provisions of this Agreement shall prevail.45
(g) The Agent agrees on behalf of itself and the Senior Lenders that [include relevant "boiler plate" from the Contract].46
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42 See footnote 25 above. Even if the trigger for step-in is demand for the repayment of Senior Debt, earlier enforcement steps should be notified.
43 For a bond transaction, Clause 11(d)(iv) may be replaced by a new clause if the Authority thinks this appropriate.
44 It is also good practice for the Contractor to appoint the Authority as its attorney to sign any required novation documentation so that, if novation occurs, it does so as smoothly as possible.
45 For example, provisions relating to termination and compensation will cut across the provisions of this Agreement.
46 These provisions should be consistent with the provisions of the Contract and impose an equivalent but separate liability on the Senior Lenders to that to which the Contractor is subject.