Diligence Letter From External Legal Counsel Addressing Certain Diligence Issues As A Precondition To The Mobilisation Of Syndicated Loans Governed By English Law As Collateral In Eurosystem Credit Operations (Page 2 of 6) in pdf

Diligence Letter From External Legal Counsel Addressing Certain Diligence Issues As A Precondition To The Mobilisation Of Syndicated Loans Governed By English Law As Collateral In Eurosystem Credit Operations Page 2

We further confirm that notification, in the form set out in schedule 4, has been sent to

3.3

the relevant facility agent under each Loan Agreement listed in schedule 2.

We note that, where identified against a particular Loan Agreement in schedule 2, that

3.4

Loan Agreement contains provisions that may, in certain circumstances, permit a debtor

to replace the counterparty with another lender.

In connection with your review of the long-term ratings of the facility agent, we note that

3.5

the facility agent under the Loan Agreement is [legal name of facility agent].

Addressees and Purpose

This letter is addressed to [national central bank]. It may not, without our prior written

consent, be relied on for any other purpose or be disclosed to or relied upon by any other

person save that it may be disclosed without such consent to:

the European Central Bank;

(a)

a national central bank in the euro area or the Bank of England;

(b)

any person to whom disclosure is required to be made by applicable law or

(c)

court order or pursuant to the rules or regulations of any supervisory or

regulatory body or in connection with any judicial proceedings;

the officers, employees, auditors and professional advisers of any addressee or

(d)

authorised recipient,

on the basis that (i) such disclosure is made solely to enable any such person to be

informed that the confirmations in paragraph 3 of this letter have been given and to be

made aware of the terms of this letter; (ii) we do not assume any duty or liability to any

person to whom such disclosure is made and (iii) such person agrees not to further

disclose this letter or its contents to any other person, other than as permitted above,

without our prior written consent.

Definitions

For the purposes of paragraph 4 of this letter, "euro area" means the area of the Member

States that have adopted the euro in accordance with the Treaty establishing the

European Community.

Yours faithfully,

[English counsel to counterparty]

Diligence Letter From External Legal Counsel Addressing Certain Diligence Issues As A Precondition To The Mobilisation Of Syndicated Loans Governed By English Law As Collateral In Eurosystem Credit Operations Page 2

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