COFACE Agent shall, as soon as reasonably practicable after it has executed
a Transfer Certificate, send to the Borrower a copy of that Transfer
Certificate.
26.7
DISCLOSURE OF INFORMATION
Any Lender may disclose to any of its Affiliates and any other person:
(A)
TO (OR THROUGH) WHOM THAT LENDER ASSIGNS OR
TRANSFERS (OR MAY POTENTIALLY ASSIGN OR TRANSFER) ALL OR ANY OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT;
(B)
WITH (OR THROUGH) WHOM THAT LENDER ENTERS
INTO (OR MAY POTENTIALLY ENTER INTO) ANY SUB-PARTICIPATION IN RELATION TO, OR
ANY OTHER TRANSACTION UNDER WHICH PAYMENTS ARE TO BE MADE BY REFERENCE TO, THIS
AGREEMENT OR ANY OBLIGOR; OR
(C)
TO WHOM, AND TO THE EXTENT THAT,
INFORMATION IS REQUIRED TO BE DISCLOSED BY ANY APPLICABLE LAW OR REGULATION,
any information about the Borrower, Thermo, the Group and the Finance Documents
as that Lender shall consider appropriate if, in relation to paragraphs (a) and
(b) above, the person to whom the information is to be given has entered into a
Confidentiality Undertaking.
26.8
REGISTER
(A)
THE BORROWER HEREBY DESIGNATES THE COFACE
AGENT, AND THE COFACE AGENT AGREES, TO SERVE AS THE BORROWER'S AGENT, SOLELY FOR
PURPOSES OF THIS CLAUSE 26.8, TO MAINTAIN A REGISTER (THE "REGISTER") ON WHICH
IT WILL RECORD THE COMMITMENTS FROM TIME TO TIME OF EACH OF THE LENDERS AND EACH
REPAYMENT IN RESPECT OF THE PRINCIPAL AMOUNT OF THE LOANS OF EACH LENDER.
(B)
FAILURE TO MAKE ANY SUCH RECORDATION, OR ANY
ERROR IN SUCH RECORDATION SHALL NOT AFFECT THE BORROWER'S OBLIGATIONS IN RESPECT
OF SUCH LOANS.
(C)
WITH RESPECT TO ANY LENDER, THE TRANSFER OR
ASSIGNMENT OF THE COMMITMENTS OF SUCH LENDER AND THE RIGHTS TO THE PRINCIPAL OF,
AND INTEREST ON, ANY LOAN MADE PURSUANT TO SUCH COMMITMENTS SHALL NOT BE
EFFECTIVE UNTIL:
(I)
THE TRANSFER CERTIFICATE HAS BEEN
EXECUTED BY THE COFACE AGENT; AND
(II)
SUCH TRANSFER IS RECORDED ON THE REGISTER
MAINTAINED BY THE COFACE AGENT WITH RESPECT TO OWNERSHIP OF SUCH COMMITMENTS AND
LOANS.
PRIOR TO SUCH RECORDATION ALL AMOUNTS OWING TO THE TRANSFEROR WITH
RESPECT TO SUCH COMMITMENTS AND LOANS SHALL REMAIN OWING TO THE TRANSFEROR.
139
(D)
THE REGISTRATION OF AN ASSIGNMENT OR
TRANSFER OF ALL OR PART OF ANY COMMITMENTS AND LOANS SHALL BE RECORDED BY THE
COFACE AGENT ON THE REGISTER ONLY UPON THE ACCEPTANCE BY THE COFACE AGENT OF A
PROPERLY EXECUTED AND DELIVERED TRANSFER CERTIFICATE PURSUANT TO THIS
CLAUSE 26.8.
(E)
THE BORROWER AGREES TO INDEMNIFY THE COFACE
AGENT FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES AND LIABILITIES OF
WHATSOEVER NATURE WHICH MAY BE IMPOSED UPON, ASSERTED AGAINST OR INCURRED BY THE
COFACE AGENT IN PERFORMING ITS DUTIES UNDER THIS CLAUSE 26.8 EXCEPT TO THE
EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF THE COFACE
AGENT (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND
NON-APPEALABLE DECISION).
27.
CHANGES TO THE BORROWER
The Borrower may not assign any of its rights or transfer any of its rights or