the assignment, transfer or change had not occurred.
27.3
ASSIGNMENT OR TRANSFER FEE
The New Lender shall, on the date upon which an assignment or transfer takes
effect, pay to the Facility Agent (for its own account) a fee of £1,000.
27.4
LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS
(A)
UNLESS EXPRESSLY AGREED TO THE
CONTRARY, AN EXISTING LENDER MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO
RESPONSIBILITY TO A NEW LENDER FOR:
(I)
THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR
ENFORCEABILITY OF THE FINANCE DOCUMENTS, THE TRANSACTION SECURITY OR ANY OTHER
DOCUMENTS;
(II)
THE FINANCIAL CONDITION OF ANY OBLIGOR;
(III)
THE PERFORMANCE AND OBSERVANCE BY ANY OBLIGOR OR ANY
OTHER MEMBER OF THE GROUP OF ITS OBLIGATIONS UNDER THE FINANCE DOCUMENTS OR ANY
OTHER DOCUMENTS; OR
(IV)
THE ACCURACY OF ANY STATEMENTS (WHETHER WRITTEN OR ORAL)
MADE IN OR IN CONNECTION WITH ANY FINANCE DOCUMENT OR ANY OTHER DOCUMENT,
and any representations or warranties implied by law are excluded.
(B)
EACH NEW LENDER CONFIRMS TO THE EXISTING
LENDER, THE OTHER FINANCE PARTIES AND THE SECURED PARTIES THAT IT:
(I)
HAS MADE (AND SHALL CONTINUE TO MAKE) ITS OWN
INDEPENDENT INVESTIGATION AND ASSESSMENT OF THE FINANCIAL CONDITION AND AFFAIRS
OF EACH OBLIGOR AND ITS RELATED ENTITIES IN CONNECTION WITH ITS PARTICIPATION IN
THIS AGREEMENT AND HAS NOT RELIED EXCLUSIVELY ON ANY INFORMATION PROVIDED TO IT
BY THE EXISTING LENDER OR ANY OTHER FINANCE PARTY IN CONNECTION WITH ANY FINANCE
DOCUMENT OR THE TRANSACTION SECURITY; AND
92
(II)
WILL CONTINUE TO MAKE ITS OWN INDEPENDENT APPRAISAL OF
THE CREDITWORTHINESS OF EACH OBLIGOR AND ITS RELATED ENTITIES WHILST ANY AMOUNT
IS OR MAY BE OUTSTANDING UNDER THE FINANCE DOCUMENTS OR ANY COMMITMENT IS IN
FORCE.
(C)
NOTHING IN ANY FINANCE DOCUMENT OBLIGES
AN EXISTING LENDER TO:
(I)
ACCEPT A RE-TRANSFER FROM A NEW LENDER OF ANY OF THE
RIGHTS AND OBLIGATIONS ASSIGNED OR TRANSFERRED UNDER THIS CLAUSE 27; OR
(II)
SUPPORT ANY LOSSES DIRECTLY OR INDIRECTLY INCURRED BY
THE NEW LENDER BY REASON OF THE NON-PERFORMANCE BY ANY OBLIGOR OF ITS
OBLIGATIONS UNDER THE FINANCE DOCUMENTS OR OTHERWISE.
27.5
PROCEDURE FOR TRANSFER
(A)
SUBJECT TO THE CONDITIONS SET OUT IN
CLAUSE 27.2 (CONDITIONS OF ASSIGNMENT OR TRANSFER) A TRANSFER IS EFFECTED IN
ACCORDANCE WITH PARAGRAPH (B) BELOW WHEN THE FACILITY AGENT EXECUTES AN
OTHERWISE DULY COMPLETED TRANSFER CERTIFICATE DELIVERED TO IT BY THE EXISTING
LENDER AND THE NEW LENDER.
THE FACILITY AGENT SHALL, SUBJECT TO PARAGRAPH (B)
BELOW, AS SOON AS REASONABLY PRACTICABLE AFTER RECEIPT BY IT OF A DULY COMPLETED
TRANSFER CERTIFICATE APPEARING ON ITS FACE TO COMPLY WITH THE TERMS OF THIS
AGREEMENT AND DELIVERED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, EXECUTE
THAT TRANSFER CERTIFICATE.
(B)
THE FACILITY AGENT SHALL ONLY BE OBLIGED
TO EXECUTE A TRANSFER CERTIFICATE DELIVERED TO IT BY THE EXISTING LENDER AND THE
NEW LENDER UPON ITS COMPLETION OF ALL "KNOW YOUR CUSTOMER" OR OTHER CHECKS
RELATING TO ANY PERSON THAT IT IS REQUIRED TO CARRY OUT IN RELATION TO THE
TRANSFER TO SUCH NEW