IT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION
APPEARING ON ITS FACE TO COMPLY WITH THE TERMS OF THIS AGREEMENT AND DELIVERED
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, EXECUTE SUCH ASSIGNMENT AND
ASSUMPTION.
(B)
THE AGENT SHALL ONLY BE OBLIGED TO EXECUTE AN ASSIGNMENT
AND ASSUMPTION DELIVERED TO IT BY THE EXISTING LENDER AND THE NEW LENDER ONCE IT
IS SATISFIED IT HAS COMPLIED WITH ALL NECESSARY "KNOW YOUR CUSTOMER" OR OTHER
SIMILAR CHECKS UNDER ALL APPLICABLE LAWS AND REGULATIONS IN RELATION TO THE
TRANSFER TO SUCH NEW LENDER.
(C)
ON THE TRANSFER DATE:
(I)
TO THE EXTENT THAT IN THE ASSIGNMENT AND ASSUMPTION THE
EXISTING LENDER SEEKS TO TRANSFER BY NOVATION ITS RIGHTS AND OBLIGATIONS UNDER
THE FUNDAMENTAL DOCUMENTS, THE OBLIGOR AND THE EXISTING LENDER SHALL BE RELEASED
FROM FURTHER OBLIGATIONS TOWARDS ONE ANOTHER UNDER THE FUNDAMENTAL DOCUMENTS AND
THEIR RESPECTIVE RIGHTS AGAINST ONE ANOTHER UNDER THE FUNDAMENTAL DOCUMENTS
SHALL BE CANCELLED (BEING THE "DISCHARGED RIGHTS AND OBLIGATIONS");
(II)
THE OBLIGOR AND THE NEW LENDER SHALL ASSUME OBLIGATIONS
TOWARDS ONE ANOTHER AND/OR ACQUIRE RIGHTS AGAINST ONE ANOTHER WHICH DIFFER FROM
THE DISCHARGED RIGHTS AND OBLIGATIONS ONLY INSOFAR AS THE OBLIGOR AND THE NEW
LENDER HAVE ASSUMED AND/OR ACQUIRED THE SAME IN PLACE OF THAT OBLIGOR AND THE
EXISTING LENDER;
(III)
THE AGENT, THE NEW LENDER AND OTHER LENDERS SHALL ACQUIRE
THE SAME RIGHTS AND ASSUME THE SAME OBLIGATIONS BETWEEN THEMSELVES AS THEY WOULD
HAVE ACQUIRED AND ASSUMED HAD THE NEW LENDER BEEN AN ORIGINAL LENDER WITH THE
RIGHTS AND/OR OBLIGATIONS ACQUIRED OR ASSUMED BY IT AS A RESULT OF THE TRANSFER
AND TO THAT EXTENT THE AGENT AND THE EXISTING LENDER SHALL EACH BE RELEASED FROM
FURTHER OBLIGATIONS TO EACH OTHER UNDER THE FUNDAMENTAL DOCUMENTS; AND
(IV)
THE NEW LENDER SHALL BECOME A PARTY AS A "LENDER".
55
7.1.6
COPY OF ASSIGNMENT AND ASSUMPTION TO OBLIGOR
The Agent shall, as soon as reasonably practicable after it has executed an
Assignment and Assumption, send to the Obligor a copy of such Assignment and
Assumption.
7.1.7
DISCLOSURE OF INFORMATION
Any Lender may disclose to any of its Affiliates and the directors, officers,
employees, agents, including accounts, legal counsel and other advisors of the
Lender and its Affiliates (subject to Clause 9.11 (Confidentiality) hereof) 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 THE 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 Obligor, the Group and the Fundamental Documents as
that Lender shall consider appropriate.
7.2
CHANGES TO THE OBLIGORS
The Obligor may not assign any of its rights or transfer any of