THROUGH AN OFFICE IN THE STATE OF NEW YORK) APPROVED BY TCN, ACTING
REASONABLY.
IF AN INSTRUCTING GROUP HAS NOT APPOINTED A SUCCESSOR AGENT IN
ACCORDANCE WITH THIS PARAGRAPH (B) WITHIN 30 DAYS AFTER NOTICE OF RESIGNATION
WAS GIVEN, THE FACILITY AGENT MAY APPOINT A SUCCESSOR FACILITY AGENT (ACTING
THROUGH AN OFFICE IN THE UNITED KINGDOM) AND THE US PAYING AGENT MAY APPOINT A
SUCCESSOR US PAYING AGENT (ACTING THROUGH AN OFFICE IN THE STATE OF NEW YORK)
APPROVED BY TCN, ACTING REASONABLY.
(C)
THE RETIRING AGENT SHALL, AT TCN'S COST, MAKE AVAILABLE TO ITS
SUCCESSOR SUCH DOCUMENTS AND RECORDS AND PROVIDE SUCH ASSISTANCE AS ITS
SUCCESSOR MAY REASONABLY REQUEST FOR THE PURPOSES OF PERFORMING ITS FUNCTIONS AS
AGENT UNDER THE FINANCE DOCUMENTS.
(D)
THE RESIGNATION NOTICE OF THE FACILITY AGENT OR THE US PAYING
AGENT SHALL ONLY TAKE EFFECT UPON THE APPOINTMENT OF A RELEVANT SUCCESSOR AGENT.
(E)
UPON THE APPOINTMENT OF A SUCCESSOR, THE RETIRING AGENT SHALL BE
DISCHARGED FROM ANY FURTHER OBLIGATION IN RESPECT OF THE FINANCE DOCUMENTS BUT
SHALL REMAIN ENTITLED TO THE BENEFIT OF THIS CLAUSE 24.
THE AGENT'S SUCCESSOR
AND EACH OF THE OTHER PARTIES TO THIS AGREEMENT SHALL HAVE
121
THE SAME RIGHTS AND OBLIGATIONS AMONGST THEMSELVES AS THEY WOULD HAVE HAD IF
SUCH SUCCESSOR AGENT HAD BEEN AN ORIGINAL PARTY AS FACILITY AGENT OR AS US
PAYING AGENT, AS THE CASE MAY BE.
24.12
CONFIDENTIALITY
(A)
THE FACILITY AGENT AND THE US PAYING AGENT (IN ACTING AS AGENT FOR
THE FINANCE PARTIES) SHALL BE REGARDED AS ACTING THROUGH ITS AGENCY DIVISION
WHICH SHALL BE TREATED AS A SEPARATE ENTITY FROM ANY OTHER OF ITS DIVISIONS OR
DEPARTMENTS.
(B)
IF INFORMATION IS RECEIVED BY ANOTHER DIVISION OR DEPARTMENT OF
ANY AGENT, IT MAY BE TREATED AS CONFIDENTIAL TO THAT DIVISION OR DEPARTMENT AND
THE RELEVANT AGENT SHALL NOT BE DEEMED TO HAVE NOTICE OF IT.
(C)
NOTWITHSTANDING ANY OTHER PROVISION OF ANY FINANCE DOCUMENT TO THE
CONTRARY, THE FINANCE PARTIES ARE NOT OBLIGED TO DISCLOSE TO ANY OTHER PERSON
(I) ANY CONFIDENTIAL INFORMATION OR (II) ANY OTHER INFORMATION IF THE DISCLOSURE
WOULD, OR MIGHT IN ITS REASONABLE OPINION, CONSTITUTE A BREACH OF ANY LAW.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF ANY FINANCE DOCUMENT, THE
PARTIES (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF THE PARTIES) MAY
DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX
TREATMENT AND ANY FACTS THAT MAY BE RELEVANT TO THE TAX STRUCTURE OF THE
TRANSACTION, PROVIDED, HOWEVER, THAT NO PARTY (AND NO EMPLOYEE, REPRESENTATIVE,
OR OTHER AGENT THEREOF) SHALL DISCLOSE ANY OTHER INFORMATION THAT IS NOT
RELEVANT TO UNDERSTANDING THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION
(INCLUDING THE IDENTITY OF ANY PARTY AND ANY INFORMATION THAT COULD LEAD ANOTHER
TO DETERMINE THE IDENTITY OF ANY PARTY), OR ANY OTHER INFORMATION TO THE EXTENT
THAT SUCH DISCLOSURE COULD REASONABLY RESULT IN A VIOLATION OF ANY APPLICABLE
SECURITIES LAW.
24.13
FACILITY OFFICE
The Facility Agent and/or the US Paying Agent, as applicable, may