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 TRANSFEREE.
(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 FINANCE
DOCUMENTS, EACH OF THE OBLIGORS AND SUCH LENDER SHALL BE RELEASED FROM FURTHER
OBLIGATIONS TOWARDS ONE ANOTHER UNDER THE 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 31.5 AS
"DISCHARGED RIGHTS AND OBLIGATIONS");
(II)
EACH OF THE OBLIGORS AND THE TRANSFEREE 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 SUCH OBLIGOR
AND SUCH TRANSFEREE HAVE ASSUMED AND/OR ACQUIRED THE SAME IN PLACE OF SUCH
OBLIGOR AND SUCH LENDER;
(III)
THE OTHER FINANCE PARTIES AND THE TRANSFEREE SHALL ACQUIRE THE
SAME RIGHTS AND BENEFITS AND ASSUME THE SAME OBLIGATIONS BETWEEN THEMSELVES AS
THEY WOULD HAVE ACQUIRED AND ASSUMED HAD SUCH TRANSFEREE BEEN AN ORIGINAL PARTY
TO THE FINANCE DOCUMENTS AS A LENDER WITH THE RIGHTS, BENEFITS AND OBLIGATIONS
ACQUIRED OR ASSUMED BY IT AS A RESULT OF SUCH TRANSFER; AND
(D)
SUCH TRANSFEREE SHALL BECOME A PARTY TO THIS AGREEMENT AS A
LENDER.
31.6
TRANSFER FEE
On the date upon which a transfer takes effect pursuant to Clause 31.5 (Transfer
Deed) the Transferee in respect of such transfer shall pay to the Facility Agent
for its own account a transfer fee of £1,500 provided that this fee shall not be
payable by any Lender party to this Agreement on the date of this Agreement in
respect of transfers made by such Lender prior to the earlier of the Syndication
Date and the date that is three months after the date of launch of primary
syndication.
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31.7
DISCLOSURE OF INFORMATION
(A)
EACH OF THE FACILITY AGENT, THE US PAYING AGENT, THE SECURITY
TRUSTEE, THE MANDATED LEAD ARRANGERS AND THE LENDERS AGREES TO MAINTAIN THE
CONFIDENTIALITY OF ALL INFORMATION RECEIVED FROM THE ULTIMATE PARENT OR ANY
MEMBER OF THE GROUP RELATING TO THE ULTIMATE PARENT OR ANY MEMBER OF THE GROUP
OR ITS BUSINESS OTHER THAN ANY SUCH INFORMATION THAT:
(I)
IS OR BECOMES PUBLIC KNOWLEDGE OTHER THAN AS A DIRECT RESULT OF
ANY BREACH OF THIS CLAUSE; OR
(II)
IS AVAILABLE TO THE FACILITY AGENT, THE US PAYING AGENT, THE
SECURITY TRUSTEE, THE MANDATED LEAD ARRANGERS AND THE LENDERS