the prepayment is required or
expected to be made.
37.7
TRANSFER DEED
(A)
IF ANY LENDER WISHES TO TRANSFER ALL OR ANY OF ITS
RIGHTS, BENEFITS AND/OR OBLIGATIONS UNDER THE RELEVANT FINANCE DOCUMENTS, SUCH
TRANSFER MAY BE EFFECTED BY NOVATION THROUGH THE DELIVERY TO THE FACILITY AGENT
OF A DULY COMPLETED AND DULY EXECUTED TRANSFER DEED.
(B)
THE FACILITY AGENT SHALL ONLY BE OBLIGED TO EXECUTE
A TRANSFER DEED DELIVERED TO IT PURSUANT TO PARAGRAPH (A) ABOVE, UPON ITS
SATISFACTION WITH THE RESULTS OF ALL "KNOW YOUR CLIENT" OR OTHER APPLICABLE
ANTI-MONEY LAUNDERING CHECKS RELATING TO THE IDENTITY OF ANY PERSON THAT IT IS
REQUIRED TO CARRY OUT IN RELATION TO SUCH NEW LENDER.
(C)
UPON ITS EXECUTION OF THE TRANSFER DEED PURSUANT
TO PARAGRAPH (B) ABOVE ON THE LATER OF THE TRANSFER DATE SPECIFIED IN SUCH
TRANSFER DEED AND THE FIFTH BUSINESS DAY AFTER (OR SUCH EARLIER BUSINESS DAY
ENDORSED BY THE FACILITY AGENT ON SUCH TRANSFER DEED FALLING ON OR AFTER) THE
DATE OF EXECUTION OF SUCH TRANSFER DEED BY THE FACILITY AGENT:
(I)
TO THE EXTENT THAT IN SUCH TRANSFER DEED THE
LENDER PARTY TO IT SEEKS TO TRANSFER ITS RIGHTS, BENEFITS AND OBLIGATIONS UNDER
THE RELEVANT FINANCE DOCUMENTS, THE ULTIMATE PARENT, THE PARENT, EACH OF THE
OBLIGORS AND SUCH LENDER SHALL BE RELEASED FROM FURTHER OBLIGATIONS TOWARDS ONE
ANOTHER UNDER THE RELEVANT FINANCE DOCUMENTS TO THAT EXTENT AND THEIR RESPECTIVE
RIGHTS AGAINST ONE ANOTHER SHALL BE CANCELLED TO THAT EXTENT (SUCH RIGHTS AND
OBLIGATIONS BEING REFERRED TO IN THIS CLAUSE 37.7 AS "DISCHARGED RIGHTS AND
OBLIGATIONS");
(II)
THE ULTIMATE PARENT, THE PARENT, EACH OF THE
OBLIGORS AND THE NEW LENDER PARTY TO IT SHALL ASSUME OBLIGATIONS TOWARDS ONE
ANOTHER AND/OR ACQUIRE RIGHTS AGAINST ONE ANOTHER WHICH DIFFER FROM THE
DISCHARGED RIGHTS AND OBLIGATIONS ONLY INSOFAR AS THE ULTIMATE PARENT, THE
PARENT, SUCH OBLIGOR AND SUCH NEW LENDER HAVE ASSUMED AND/OR ACQUIRED THE SAME
IN PLACE OF THE ULTIMATE PARENT, THE PARENT, SUCH OBLIGOR AND SUCH LENDER;
190
(III)
THE OTHER RELEVANT FINANCE PARTIES AND THE NEW
LENDER SHALL ACQUIRE THE SAME RIGHTS AND BENEFITS AND ASSUME THE SAME
OBLIGATIONS BETWEEN THEMSELVES AS THEY WOULD HAVE ACQUIRED AND ASSUMED HAD SUCH
NEW LENDER BEEN AN ORIGINAL PARTY TO THE RELEVANT FINANCE DOCUMENTS AS A LENDER
WITH THE RIGHTS, BENEFITS AND OBLIGATIONS ACQUIRED OR ASSUMED BY IT AS A RESULT
OF SUCH TRANSFER AND TO THAT EXTENT THE FACILITY AGENT, THE ARRANGER, THE
SECURITY TRUSTEE, EACH L/C BANK AND ANY RELEVANT ANCILLARY FACILITY LENDER AND
THE LENDER WHICH HAS TRANSFERRED ITS RIGHTS, BENEFITS AND OBLIGATIONS SHALL EACH
BE RELEASED FROM FURTHER OBLIGATIONS TO EACH OTHER UNDER THE RELEVANT FINANCE
DOCUMENTS; AND
(IV)
ALL PAYMENTS DUE HEREUNDER FROM THE PARENT OR ANY
OBLIGOR SHALL BE DUE AND PAYABLE TO SUCH NEW LENDER AND NOT TO THE TRANSFERRING
LENDER; AND
(D)
SUCH NEW LENDER SHALL BECOME A PARTY TO THIS
AGREEMENT AS A LENDER.
37.8
LIMITATION OF RESPONSIBILITY OF TRANSFEROR
(A)
UNLESS EXPRESSLY AGREED TO THE CONTRARY, A LENDER