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 US PAYING AGENT, THE
ADMINISTRATIVE AGENT, THE SECURITY TRUSTEE, THE MANDATED LEAD ARRANGERS, THE
LENDERS, THE L/C BANK OR SUCH ANCILLARY FACILITY 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 FACILITY AGENT, THE US PAYING
AGENT, THE SECURITY TRUSTEE, THE ADMINISTRATIVE AGENT, THE MANDATED LEAD
ARRANGERS, THE LENDERS, THE L/C BANK AND ANY ANCILLARY FACILITY 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 36.7, ANY LENDER MAY
DISCLOSE TO ANY OF ITS AFFILIATES, TO ANY ACTUAL OR POTENTIAL ASSIGNEE,
TRANSFEREE OR SUB-PARTICIPANT TO ANY PERSON WHO MAY OTHERWISE ENTER INTO
CONTRACTUAL RELATIONS WITH SUCH LENDER IN RELATION TO CREDIT DERIVATIVES
TRANSACTIONS 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, ALL OR ANY OF THE OBLIGORS OR THE
GROUP AS A WHOLE AS SUCH LENDER SHALL CONSIDER APPROPRIATE PROVIDED THAT ANY
SUCH AFFILIATE OR ACTUAL OR POTENTIAL ASSIGNEE, TRANSFEREE OR SUB-PARTICIPANT OR
OTHER PERSON WHO MAY OTHERWISE ENTER INTO CONTRACTUAL RELATIONS IN RELATION TO
CREDIT DERIVATIVES TRANSACTIONS IN RELATION TO THIS AGREEMENT SHALL FIRST HAVE
ENTERED INTO A CONFIDENTIALITY UNDERTAKING ON SUBSTANTIALLY THE SAME TERMS AS
THIS CLAUSE 36.7.
36.8
NO INCREASED OBLIGATIONS
If:
(A)
A LENDER ASSIGNS OR TRANSFERS ANY OF ITS RIGHTS OR OBLIGATIONS
UNDER THE FINANCE DOCUMENTS OR CHANGES ITS FACILITY OFFICE; AND
(B)
AS A RESULT OF CIRCUMSTANCES EXISTING AT THE DATE OF THE
ASSIGNMENT, TRANSFER OR CHANGE OF FACILITY OFFICE, AN OBLIGOR WOULD BE OBLIGED
TO MAKE A PAYMENT TO THE ASSIGNEE, TRANSFEREE OR THE LENDER ACTING THROUGH ITS
NEW FACILITY OFFICE UNDER CLAUSE 16.1 (TAX GROSS-UP), 16.2 (TAX INDEMNITY) OR
CLAUSE 17 (INCREASED COSTS),
151
then the assignee, Transferee or the Lender acting through its new Facility
Office shall only be entitled to receive payment under those Clauses to the same
extent as the assignor, transferor or the Lender acting through its previous
Facility Office would have been if the assignment, transfer or change had not
occurred.
36.9
NOTIFICATION
The Facility Agent shall, within 10 Business Days of receiving a Transfer Deed
or a notice relating to an assignment pursuant to Clause 36.4 (Assignments),
notify TCN of any such assignment or transfer.
37.
COSTS AND EXPENSES
37.1
TRANSACTION COSTS
TCN shall, from time to time no later than 10 Business Days after demand from
the Facility Agent (unless the relevant cost or