in case of any transfer of a Facility B Commitment
is acceptable to the Issuing Bank, which confirms its willingness to assume and
does assume all the obligations or all the relevant obligations of the
transferring Lender (including the assumption of the transferring Lender's
participations or unfunded participations (as the case may be) on the same basis
as the transferring Lender) for a purchase price in cash payable at the time of
transfer equal to the outstanding principal amount of such Lender's
participation in the outstanding Utilisations and all accrued interest and/or
Break Costs and other amounts payable in relation to them under the Finance
Documents.
(B)
ANY TRANSFER OF RIGHTS AND OBLIGATIONS OF A DEFAULTING FINANCE PARTY
PURSUANT TO THIS CLAUSE 40 (INSTRUCTIONS AND DECISIONS) SHALL BE SUBJECT TO THE
FOLLOWING CONDITIONS:
(I)
A BORROWER SHALL HAVE NO RIGHT TO REPLACE THE AGENT OR SECURITY TRUSTEE;
(II)
NEITHER THE AGENT NOR THE DEFAULTING FINANCE PARTY SHALL HAVE ANY
OBLIGATION TO A BORROWER TO FIND A REPLACEMENT LENDER;
(III)
THE TRANSFER MUST TAKE PLACE NO LATER THAN 10 BUSINESS DAYS AFTER THE
NOTICE REFERRED TO IN PARAGRAPH (A) ABOVE; AND
(IV)
IN NO EVENT SHALL THE DEFAULTING FINANCE PARTY BE REQUIRED TO PAY OR
SURRENDER TO THE REPLACEMENT LENDER ANY OF THE FEES RECEIVED BY THE DEFAULTING
FINANCE PARTY PURSUANT TO THE FINANCE DOCUMENTS.
177
41.
CONFIDENTIALITY
41.1
CONFIDENTIAL INFORMATION
Each Finance Party agrees to keep all Confidential Information confidential and
not to disclose it to anyone, save to the extent permitted by Clause 41.2
(Disclosure of Confidential Information) and Clause 41.3
(Disclosure to
numbering service providers), and to ensure that all Confidential Information is
protected with security measures and a degree of care that would apply to its
own confidential information. To the extent that Confidential Information
comprises personal information of any officer, director or employee of an
Obligor, each Finance Party agrees to hold that personal information in
accordance with the Australian Privacy Principles.
41.2
DISCLOSURE OF CONFIDENTIAL INFORMATION
Any Finance Party may disclose:
(A)
TO ANY OF ITS AFFILIATES AND RELATED FUNDS AND ANY OF ITS OR THEIR
OFFICERS, DIRECTORS, EMPLOYEES, PROFESSIONAL ADVISERS, AUDITORS, PARTNERS AND
REPRESENTATIVES SUCH CONFIDENTIAL INFORMATION AS THAT FINANCE PARTY SHALL
CONSIDER APPROPRIATE IF ANY PERSON TO WHOM THE CONFIDENTIAL INFORMATION IS TO BE
GIVEN PURSUANT TO THIS PARAGRAPH (A) IS INFORMED IN WRITING OF ITS CONFIDENTIAL
NATURE AND THAT SOME OR ALL OF SUCH CONFIDENTIAL INFORMATION MAY BE
PRICE-SENSITIVE INFORMATION EXCEPT THAT THERE SHALL BE NO SUCH REQUIREMENT TO SO
INFORM IF THE RECIPIENT IS SUBJECT TO PROFESSIONAL OBLIGATIONS TO MAINTAIN THE
CONFIDENTIALITY OF THE INFORMATION OR IS OTHERWISE BOUND BY REQUIREMENTS OF
CONFIDENTIALITY IN RELATION TO THE CONFIDENTIAL INFORMATION;
(B)
TO ANY PERSON:
(I)
TO (OR THROUGH) WHOM IT ASSIGNS OR TRANSFERS (OR MAY POTENTIALLY ASSIGN
OR TRANSFER) ALL OR ANY OF ITS RIGHTS AND/OR OBLIGATIONS UNDER ONE OR MORE
FINANCE DOCUMENTS OR WHICH SUCCEEDS (OR WHICH MAY POTENTIALLY SUCCEED) IT AS
AGENT AND, IN EACH CASE, TO ANY OF