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;
(IV)
ALL PAYMENTS DUE HEREUNDER FROM ANY OBLIGOR
SHALL BE DUE AND PAYABLE TO SUCH TRANSFEREE AND NOT TO THE TRANSFERRING LENDER;
AND
(D)
SUCH TRANSFEREE SHALL BECOME A PARTY TO
THIS AGREEMENT AS A LENDER.
32.6
TRANSFER FEE
On the date upon which a transfer takes effect pursuant to Clause 32.5 (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 that becomes a party to this Agreement prior to the
completion of the initial syndication of the Facilities.
32.7
DISCLOSURE OF INFORMATION
(A)
EACH OF THE FACILITY AGENT, THE SECURITY
TRUSTEE, THE BOOKRUNNERS, THE 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
SECURITY TRUSTEE, THE BOOKRUNNERS, THE ARRANGERS OR SUCH LENDER ON A
NON-CONFIDENTIAL BASIS PRIOR TO RECEIPT THEREOF FROM THE RELEVANT MEMBER OF THE
GROUP; OR
(III)
IS LAWFULLY OBTAINED BY ANY OF THE FACILITY
AGENT, THE SECURITY TRUSTEE, THE BOOKRUNNERS, THE ARRANGERS OR SUCH LENDER AFTER
THAT DATE OF RECEIPT OTHER THAN FROM A SOURCE WHICH IS CONNECTED WITH THE GROUP
AND WHICH, AS FAR AS THE RELEVANT RECIPIENT THEREOF IS AWARE, HAS NOT BEEN
OBTAINED IN VIOLATION OF, AND IS NOT OTHERWISE SUBJECT TO, ANY OBLIGATION OF
CONFIDENTIALITY.
(B)
NOTWITHSTANDING PARAGRAPH (A) OF THIS
CLAUSE 32.7 ANY LENDER MAY DISCLOSE TO ANY OF ITS AFFILIATES, TO ANY ACTUAL OR
POTENTIAL ASSIGNEE OR TRANSFEREE, TO ANY PERSON WHO MAY OTHERWISE ENTER INTO
CONTRACTUAL RELATIONS WITH SUCH LENDER IN RELATION TO THIS AGREEMENT OR ANY
PERSON TO WHOM, AND TO THE EXTENT THAT, INFORMATION IS REQUIRED TO BE DISCLOSED
BY ANY APPLICABLE LAW, SUCH INFORMATION ABOUT THE ULTIMATE PARENT, THE OBLIGORS,
THE SENIOR OBLIGORS OR THE GROUP AS A WHOLE AS SUCH LENDER SHALL CONSIDER
APPROPRIATE PROVIDED THAT ANY SUCH AFFILIATE, ACTUAL OR POTENTIAL ASSIGNEE OR
TRANSFEREE OR OTHER PERSON WHO MAY OTHERWISE ENTER INTO CONTRACTUAL RELATIONS IN
150
RELATION TO THIS AGREEMENT SHALL FIRST HAVE ENTERED INTO A CONFIDENTIALITY
UNDERTAKING ON SUBSTANTIALLY THE SAME TERMS AS THIS CLAUSE 32.7.
32.8
NO