Common use of Changes to the Lender Clause in Contracts

Changes to the Lender. 23.1 The Lender may, at any time, with the Borrower’s prior consent (unless an Event of Default has occurred and is continuing), assign any of its rights and/or transfer all or any of its rights, benefits and/or obligations in respect of the Facility, for this purpose the Lender may make such disclosure in relation to the Facility subject to the terms set out in Clause 23.4. 23.2 If: 23.2.1 the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 as a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 (Tax Gross-Up and Indemnities) or 13 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 The Borrower agrees that, save as expressly provided in this Clause 23, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by the Lender and that they will at the expense of the Lender execute and deliver, or procure the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 The Lender agrees that it shall keep confidential and not disclose such information relating to the Borrower, any other Obligor, the Project or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder as shall come into their possession whether or not in relation to the Facility, except: 23.5.1 to any prospective assignee, new lender or sub-participant (or agent or advisor of any of the foregoing); 23.5.2 to their respective advisers, professional or otherwise or their respective service providers who are under an obligation of confidentiality to the Lender; 23.5.3 to any of its Affiliates on an need-to-know basis in connection with the administration of the Finance Documents who are apprised of the provisions of this Clause 23; 23.5.4 any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to the Lender or any of its Affiliates in connection with the Facility who are under an obligation of confidentiality to the Lender as to which the Borrower is a third-party beneficiary; 23.5.5 to its head office and any other branches; 23.5.6 if required to do so by an order of a court in any jurisdiction; 23.5.7 under any law or regulation or to any applicable regulatory authority (including the Hong Kong Monetary Authority) or supervisory, governmental or quasi-governmental authority in any jurisdiction having jurisdiction over the Lender; 23.5.8 to whom information is required to be disclosed in connection with, and for the purposes of any litigation, arbitration, administrative or other investigations, proceedings or disputes between the Lender and the Obligors in respect of the Finance Documents; or 23.5.9 where such information shall have already entered the public domain other than as a result of the Lender’s breach of its obligations under this Clause 23.5, and in the case of any disclosure under Clause 23.5.1 and Clause 23.5.3, subject to requiring and receiving a written confidentiality undertaking substantially in the form then recommended by the Loan Market Association (or otherwise in the Agreed Form), a copy of which shall, as soon as practicable, be delivered to the Borrower.

Changes to the Lender. 23.1 The Lender may, at any time, with without the Borrower’s prior consent (unless an Event of Default has occurred and is continuing)consent, assign any of its rights and/or transfer all or any of its rights, benefits and/or obligations in respect of the Facility, for this purpose the Lender may make such disclosure in relation to the Facility subject to the terms set out in Clause 23.423.5. 23.2 If: 23.2.1 (a) the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 (b) as a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 13 (Tax Gross-Gross Up and Indemnities) or 13 14 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 The Borrower agrees that, save as expressly provided in this Clause 23, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by the Lender lenders and that they will at the expense of the Lender execute and deliver, or procure the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 The Lender, its officers, and its agents, may disclose information (on a confidential basis) relating to, the Borrower or any Group Member and their account(s) and/or dealing relationship(s) with the Lender agrees that it and the Finance Documents, including but not limited to details of the facilities, any Security taken, transactions undertaken and balances and positions with the Lender, as the Lender shall keep confidential consider appropriate to: (a) the head office of the Lender, any of its Subsidiaries or Subsidiaries of its Holding Company, Affiliates, representative and not disclose such information relating branch offices in any jurisdiction (the “Permitted Parties”); (b) professional advisers and service providers of the Permitted Parties who are under a duty of confidentiality to the Borrower, Permitted Parties; (c) any other Obligor, the Project actual or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder as shall come into their possession whether or not in relation to the Facility, except: 23.5.1 to any prospective potential assignee, new lender novatee, transferee, participant or sub-participant (on a confidential basis) in relation to any of the Lender’s rights and/or obligations under any Finance Document (or any agent or advisor adviser of any of the foregoing); 23.5.2 to their respective advisers, professional or otherwise or their respective service providers who are under an obligation of confidentiality to the Lender; 23.5.3 to any of its Affiliates on an need-to-know basis in connection with the administration of the Finance Documents who are apprised of the provisions of this Clause 23; 23.5.4 (d) any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to the Lender or any of its Affiliates in connection with the Facility who are under an obligation of confidentiality to the Lender as to which the Borrower is a third-party beneficiaryPermitted Party; 23.5.5 to its head office and (e) any other branches; 23.5.6 if required to do so by an order of a court in any jurisdiction; 23.5.7 under any law or regulation tribunal or to any applicable regulatory authority (including the Hong Kong Monetary Authority) or regulatory, supervisory, governmental or quasi-governmental authority in any jurisdiction having with jurisdiction over the LenderPermitted Parties; 23.5.8 (f) any other person with (or through) whom the Lender enters into (or may potentially enter into) any other transaction under which payments are to whom be made by reference to, this Agreement or the Borrower; and (g) any other person to whom, and to the extent that, information is required to be disclosed in connection withby any applicable law or regulation. 23.6 The Borrower acknowledges the following: (a) the Borrower has received and read the Bank’s Notice to Customers and Other Individuals relating to the Personal Data (Privacy) Ordinance and the Code of Practice on Consumer Credit Data; and (b) the Borrower has, and for the purposes or will, notify each of any litigationits Relevant Individuals, arbitration, administrative or other investigations, proceedings or disputes between that the Lender and may, in the Obligors course of providing banking services to the Borrower, receive Borrower information in respect of the Finance Documents; or 23.5.9 where such information shall have already entered the public domain other than as a result of the Lender’s breach of its obligations under this Clause 23.5, and in the case of any disclosure under Clause 23.5.1 and Clause 23.5.3, subject to requiring and receiving a written confidentiality undertaking substantially in the form then recommended by the Loan Market Association (or otherwise in the Agreed Form), a copy of which shall, as soon as practicable, be delivered to the Borrowerthat Relevant Individual.

Changes to the Lender. 23.1 The Lender may, at any time, with without the Borrower’s prior consent (unless an Event of Default has occurred and is continuing)consent, assign any of its rights and/or transfer all or any of its rights, benefits and/or obligations in respect of the FacilityFacility to another bank or financial institution and, for this purpose the Lender may make such disclosure in relation to the Facility subject to the terms set out in Clause 23.423.5. 23.2 If: 23.2.1 (a) the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 (b) as a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 13 (Tax Gross-Gross Up and Indemnities) or 13 14 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall shall, subject to Clause 23.2, be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 The Borrower agrees that, save as expressly provided in this Clause 23, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by the Lender lenders and that they will at the expense of the Lender execute and deliver, or procure the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 The Lender, its officers, and its agents, may disclose information (on a confidential basis) relating to, the Borrower or any Group Member and their account(s) and/or dealing relationship(s) with the Lender agrees that it and the Finance Documents, including but not limited to details of the facilities, any Security taken, transactions undertaken and balances and positions with the Lender, as the Lender shall keep confidential consider appropriate to: (a) the head office of the Lender, any of its Subsidiaries or Subsidiaries of its Holding Company, Affiliates, representative and not disclose such information relating branch offices in any jurisdiction (the “Permitted Parties”); (b) professional advisers and service providers of the Permitted Parties who are under a duty of confidentiality to the BorrowerPermitted Parties; (c) any actual or potential assignee, any other Obligornovatee, the Project transferee, participant or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder as shall come into their possession whether or not sub- participant in relation to any of the Facility, except: 23.5.1 to Lender’s rights and/or obligations under any prospective assignee, new lender or sub-participant Finance Document (or any agent or advisor adviser of any of the foregoing); 23.5.2 to their respective advisers, professional or otherwise or their respective service providers who are under an obligation of confidentiality to the Lender; 23.5.3 to any of its Affiliates on an need-to-know basis in connection with the administration of the Finance Documents who are apprised of the provisions of this Clause 23; 23.5.4 (d) any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to the Lender or any of its Affiliates in connection with the Facility who are under an obligation of confidentiality to the Lender as to which the Borrower is a third-party beneficiaryPermitted Party; 23.5.5 to its head office and (e) any other branches; 23.5.6 if required to do so by an order of a court in any jurisdiction; 23.5.7 under any law or regulation tribunal or to any applicable regulatory authority (including the Hong Kong Monetary Authority) or regulatory, supervisory, governmental or quasi-quasi- governmental authority in any jurisdiction having with jurisdiction over the LenderPermitted Parties; 23.5.8 (f) any other person with (or through) whom the Lender enters into (or may potentially enter into) any other transaction under which payments are to whom be made by reference to, this Agreement or the Borrower; and (g) any other person to whom, and to the extent that, information is required to be disclosed in connection with, and for the purposes of by any litigation, arbitration, administrative applicable law or other investigations, proceedings or disputes between the Lender and the Obligors in respect of the Finance Documents; or 23.5.9 where such information shall have already entered the public domain other than as a result of the Lender’s breach of its obligations under this Clause 23.5, and in the case of any disclosure under Clause 23.5.1 and Clause 23.5.3, subject to requiring and receiving a written confidentiality undertaking substantially in the form then recommended by the Loan Market Association (or otherwise in the Agreed Form), a copy of which shall, as soon as practicable, be delivered to the Borrowerregulation.

Changes to the Lender. 23.1 21.1 The Lender may, at any time, with without the Borrower’s prior consent (unless an Event of Default has occurred and is continuing)consent, assign any of its rights and/or transfer all or any of its rights, benefits and/or obligations in respect of the Facility, for this purpose the Lender may make such disclosure in relation to the Facility subject to the terms set out in Clause 23.421.4. 23.2 If: 23.2.1 the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 as a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 (Tax Gross-Up and Indemnities) or 13 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 21.2 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 21.3 The Borrower agrees that, save as expressly provided in this Clause 2321, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by the Lender lenders and that they will at the expense of the Lender execute and deliver, or procure the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 21.4 The Lender, its officers, and its agents, may disclose information (on a confidential basis) relating to, the Borrower or any Group Member and their account(s) and/or dealing relationship(s) with the Lender agrees that it and the Finance Documents, including but not limited to details of the facilities, any Security taken, transactions undertaken and balances and positions with the Lender, as the Lender shall keep confidential consider appropriate to: (a) the head office of the Lender, any of its Subsidiaries or Subsidiaries of its Holding Company, Affiliates, representative and not disclose such information relating branch offices in any jurisdiction (the “Permitted Parties”); (b) professional advisers and service providers of the Permitted Parties who are under a duty of confidentiality to the Borrower, Permitted Parties; (c) any other Obligor, the Project actual or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder as shall come into their possession whether or not in relation to the Facility, except: 23.5.1 to any prospective potential assignee, new lender novatee, transferee, participant or sub-participant in relation to any of the Lender’s rights and/or obligations under any Finance Document (or any agent or advisor adviser of any of the foregoing); 23.5.2 to their respective advisers, professional or otherwise or their respective service providers who are under an obligation of confidentiality to the Lender; 23.5.3 to any of its Affiliates on an need-to-know basis in connection with the administration of the Finance Documents who are apprised of the provisions of this Clause 23; 23.5.4 (d) any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to the Lender or any of its Affiliates in connection with the Facility who are under an obligation of confidentiality to the Lender as to which the Borrower is a third-party beneficiaryPermitted Party; 23.5.5 to its head office and (e) any other branches; 23.5.6 if required to do so by an order of a court in any jurisdiction; 23.5.7 under any law or regulation tribunal or to any applicable regulatory authority (including the Hong Kong Monetary Authority) or regulatory, supervisory, governmental or quasi-governmental authority in any jurisdiction having with jurisdiction over the LenderPermitted Parties; 23.5.8 (f) any other person with (or through) whom the Lender enters into (or may potentially enter into) any other transaction under which payments are to whom be made by reference to, this Agreement or the Borrower; and (g) any other person to whom, and to the extent that, information is required to be disclosed in connection with, by any applicable law or regulation. 21.5 The Borrower acknowledges it has received and for the purposes of any litigation, arbitration, administrative or other investigations, proceedings or disputes between the Lender and the Obligors in respect of the Finance Documents; or 23.5.9 where such information shall have already entered the public domain other than as a result of read the Lender’s breach of its obligations under this Clause 23.5, Notice to Customers and in the case of any disclosure under Clause 23.5.1 and Clause 23.5.3, subject to requiring and receiving a written confidentiality undertaking substantially in the form then recommended by the Loan Market Association (or otherwise in the Agreed Form), a copy of which shall, as soon as practicable, be delivered Other Individuals relating to the BorrowerPersonal Data (Privacy) Ordinance and the Code of Practice on Consumer Credit Data.

Changes to the Lender. 23.1 26.1 Pre-Conversion transfer restrictions (a) The Lender maymay not assign any of its rights or transfer by novation any of its rights and obligations under the Finance Documents (each in whole or in part) without the prior written consent of the Borrower to any entity or individual on the Blacklist. (b) Subject to Clause 26.1(a), at the Lender may assign any time, with of its rights or transfer by novation any of its rights and obligations under the Finance Documents (in whole or in part) without the prior written consent of the Borrower’s prior consent , provided that: (unless i) the transferee is a Lender Affiliate and the Lender has provided any such “know your customer” information and any other evidence requested by the Borrower (acting reasonably) required by the Borrower to determine that such transferee is a Lender Affiliate); and (ii) an Event of Default is continuing for more than 70 days; or (iii) an Event of Default has occurred been continuing for fewer than 70 days but: (A) the Lender has notified the Borrower that it will not exercise its Conversion Right pursuant to Clause 25.12(a)(i) (Acceleration); (B) the Lender has accelerated the Loan pursuant to Clause 25.12(a)(ii) (Acceleration); and (C) the Borrower has not repaid the Loan at the Repayment Price within 10 Business Days of the Lender notifying the Borrower of each of (A) and is continuing(B) above. (c) Notwithstanding Clauses 26.1(a) and 26.1(b) above, the Lender shall only be entitled to assign or transfer its rights if the transferee accedes to this Agreement (by executing an Assignment Agreement or a Transfer Certificate), assign the Intercreditor Agreement (by executing a Creditor Accession Undertaking, as defined in the Intercreditor Agreement), the Restrictive Covenant Side Letter and the Shareholders’ Agreement (by executing a Deed of Adherence (as defined in the Shareholders’ Agreement) and becomes subject to the same obligations as the Lender. (d) Subject to the Lender’s rights in Clauses 26.1(a) and 26.1(b) above, if any of its rights and/or transfer all or any of its rights, benefits and/or obligations in respect of the Facility, for this purpose the Lender may make such disclosure following occurs in relation to the Facility subject Lender (each, a Trigger Event): (i) Carlyle Investment Management L.L.C. (or its Affiliates) ceasing to be adviser and manager to the terms set out in Clause 23.4. 23.2 If: 23.2.1 Carlyle Global Infrastructure Opportunity Fund, L.P. or such other funds which, individually or together, majority-own (directly or indirectly) the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 as (each, a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 (Tax Gross-Up and Indemnities) or 13 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 The Borrower agrees that, save as expressly provided in this Clause 23, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by the Lender and that they will at the expense of the Lender execute and deliver, or procure the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 The Lender agrees that it shall keep confidential and not disclose such information relating to the Borrower, any other Obligor, the Project or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder as shall come into their possession whether or not in relation to the Facility, except: 23.5.1 to any prospective assignee, new lender or sub-participant (or agent or advisor of any of the foregoingCarlyle Fund); 23.5.2 (ii) The Carlyle Group Inc. ceasing to their respective advisersControl (directly or indirectly) the Lender or the Carlyle Fund; (iii) Carlyle Funds ceasing to, professional individually or otherwise together, majority-own (directly or their respective service providers who are under an obligation of confidentiality to indirectly) the Lender; 23.5.3 to (iv) an entity on the Blacklist acquiring any interest or ownership in (i) the Lender or (ii) any entity which holds an interest or ownership in the Lender and is Controlled by The Carlyle Group Inc., in each case otherwise than through being a limited partner; (v) any person together with any of its Affiliates on an need-to-know basis (as defined in connection with the administration Shareholders’ Agreement) (excluding any Affiliate of the Finance Documents who are apprised Lender) holding an economic interest (on a look-through basis, whether held directly or indirectly) of greater than 49 per cent. of the provisions Lender; or (vi) CGIOF GP LLC, the Lender, any Lender Affiliate that has adhered to Restrictive Covenant Side Letter of this Clause 23; 23.5.4 any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to the Lender or any of its their Affiliates (as defined in connection the Restrictive Covenant Side Letter) breaches or causes a breach of the restrictions set out in the Restrictive Covenant Side Letter, the Lender shall as soon as reasonably practicable (and in any event within 10 Business Days of the Trigger Event) notify the Borrower of the occurrence of the Trigger Event. (e) Immediately upon the occurrence of a Trigger Event (and while such Trigger Event is continuing): (i) the Borrower and Obligors’ obligations under Clause 20.1 (Information Undertakings) and 20.4 (Access Rights) shall cease with immediate effect; (ii) the Facility who are under an obligation of confidentiality Lender shall no longer have any participation or voting rights in relation to the Operational Committee and Strategic Committee; and (iii) Notwithstanding anything to the contrary in this Agreement, the Lender’s Conversion Right shall not be exercisable. (f) The Lender as shall have 30 calendar days from notification of a Trigger Event to the Borrower to rectify the Trigger Event to the reasonable satisfaction of the Borrower (if possible). (g) If the Lender fails to rectify the Trigger Event in accordance with Clause 26.1(f), the Borrower shall be entitled (but not obliged) to repay the Loan in full at the Repayment Price within 90 days of the later of: (i) the date on which the 30 day rectification period in Clause 26.1(f) expires; and (ii) the date on which the Borrower is a third-party beneficiary; 23.5.5 becomes aware of the occurrence of the Trigger Event. If the Borrower does not repay the Loan within such 90 day period, the Borrower shall be deemed to have declined its head office and any other branches; 23.5.6 if required right to do so by an order of a court in any jurisdiction; 23.5.7 under any law or regulation or to any applicable regulatory authority (including repay the Hong Kong Monetary Authority) or supervisory, governmental or quasi-governmental authority in any jurisdiction having jurisdiction over the Lender; 23.5.8 to whom information is required to be disclosed in connection with, and Loan for the purposes purpose of any litigation, arbitration, administrative or other investigations, proceedings or disputes between the Lender this Clause 26.1 and the Obligors in respect consequences of the Finance Documents; or 23.5.9 where such information shall have already entered the public domain other than as a result occurrence of the Lender’s breach of its obligations under this Trigger Event set out in Clause 23.5, and in the case of any disclosure under Clause 23.5.1 and Clause 23.5.3, subject 26.1(e) shall cease to requiring and receiving a written confidentiality undertaking substantially in the form then recommended by the Loan Market Association (or otherwise in the Agreed Form), a copy of which shall, as soon as practicable, be delivered to the Borrowerapply.

Changes to the Lender. 23.1 The Lender may, at any timetime following the Utilisation Date, with without the Borrower’s prior consent (unless an Event of Default has occurred and is continuing)consent, assign any of its rights and/or transfer all or any of its rights, benefits and/or obligations in respect of the FacilityFacility to another bank or financial institution and, for this purpose the Lender may make such disclosure in relation to the Facility subject to the terms set out in Clause 23.423.5. 23.2 If: 23.2.1 (a) the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 (b) as a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 13 (Tax Gross-Gross Up and Indemnities) or 13 14 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall shall, subject to Clause 23.2, be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 The Borrower agrees that, save as expressly provided in this Clause 23, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by the Lender lenders and that they will at the expense of the Lender execute and deliver, or procure the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 The Lender, its officers, and its agents, may disclose information (on a confidential basis) relating to, the Borrower or any Group Member and their account(s) and/or dealing relationship(s) with the Lender agrees that it and the Finance Documents, including but not limited to details of the facilities, any Security taken, transactions undertaken and balances and positions with the Lender, as the Lender shall keep confidential consider appropriate to: (a) the head office of the Lender, any of its Subsidiaries or Subsidiaries of its Holding Company, Affiliates, representative and not disclose such information relating branch offices in any jurisdiction (the “Permitted Parties”); (b) professional advisers and service providers of the Permitted Parties who are under a duty of confidentiality to the Borrower, Permitted Parties; (c) any other Obligor, the Project actual or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder as shall come into their possession whether or not in relation to the Facility, except: 23.5.1 to any prospective potential assignee, new lender novatee, transferee, participant or sub-participant in relation to any of the Lender’s rights and/or obligations under any Finance Document (or any agent or advisor adviser of any of the foregoing); 23.5.2 to their respective advisers, professional or otherwise or their respective service providers who are under an obligation of confidentiality to the Lender; 23.5.3 to any of its Affiliates on an need-to-know basis in connection with the administration of the Finance Documents who are apprised of the provisions of this Clause 23; 23.5.4 (d) any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to the Lender or any of its Affiliates in connection with the Facility who are under an obligation of confidentiality to the Lender as to which the Borrower is a third-party beneficiaryPermitted Party; 23.5.5 to its head office and (e) any other branches; 23.5.6 if required to do so by an order of a court in any jurisdiction; 23.5.7 under any law or regulation tribunal or to any applicable regulatory authority (including the Hong Kong Monetary Authority) or regulatory, supervisory, governmental or quasi-governmental authority in any jurisdiction having with jurisdiction over the LenderPermitted Parties; 23.5.8 (f) any other person with (or through) whom the Lender enters into (or may potentially enter into) any other transaction under which payments are to whom be made by reference to, this Agreement or the Borrower; and (g) any other person to whom, and to the extent that, information is required to be disclosed in connection with, and for the purposes of by any litigation, arbitration, administrative applicable law or other investigations, proceedings or disputes between the Lender and the Obligors in respect of the Finance Documents; or 23.5.9 where such information shall have already entered the public domain other than as a result of the Lender’s breach of its obligations under this Clause 23.5, and in the case of any disclosure under Clause 23.5.1 and Clause 23.5.3, subject to requiring and receiving a written confidentiality undertaking substantially in the form then recommended by the Loan Market Association (or otherwise in the Agreed Form), a copy of which shall, as soon as practicable, be delivered to the Borrowerregulation.

Changes to the Lender. 23.1 The Lender may, at any time, with without the Borrower’s prior consent (unless an Event of Default has occurred and is continuing)consent, assign any of its rights and/or transfer all or any of its rights, rights and benefits and/or obligations in respect of the Facility, and for this purpose the Lender may make such disclosure in relation to the Facility subject to the terms set out in Clause 23.423.3. The Lender may only transfer all or any of its obligations in respect of the Facility with the consent of the Borrower (such consent not to be unreasonably withheld). 23.2 If: 23.2.1 the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 as a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 (Tax Gross-Up and Indemnities) or 13 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 23.3 The Borrower agrees that, save as expressly provided in this Clause 23, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by that the Lender and that they will may at the expense of the Lender execute and deliver, or procure the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 The Lender agrees that it shall keep confidential and not any time disclose such information relating to the Borrower, any Borrower and other Obligor, the Project or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder Group Member as shall come into their possession whether or not in relation to the Facility, except: 23.5.1 (a) to any prospective assignee, new lender or sub-participant (or agent or advisor of any of the foregoing); 23.5.2 (b) to their respective advisers, professional or otherwise or their respective service providers who are under an obligation of confidentiality to the Lender; 23.5.3 (c) to any of its Affiliates on an need-to-know basis in connection with the administration of the Finance Documents who are apprised of the provisions of this Clause 23Affiliates; 23.5.4 (d) any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to the Lender or any of its Affiliates in connection with the Facility Affiliate who are under an obligation of confidentiality to the Lender as to which the Borrower is a third-party beneficiaryLender; 23.5.5 (e) to its head office and any other branches; 23.5.6 (f) if required to do so by an order of a court in any jurisdiction; 23.5.7 (g) under any law or regulation or to any applicable regulatory authority (including the Hong Kong Monetary Authority) or supervisory, governmental or quasi-governmental authority in any jurisdiction having jurisdiction over the Lenderjurisdiction; 23.5.8 (h) to whom information is required to be disclosed in connection with, and for the purposes of any litigation, arbitration, administrative or other investigations, proceedings or disputes between the Lender and the Obligors in respect of the Finance Documentsdisputes; or 23.5.9 (i) where such information shall have already entered the public domain other than as a result of the Lender’s breach of its obligations under this Clause 23.5domain, and in the case of any disclosure under Clause 23.5.1 paragraphs (a) and Clause 23.5.3(b) above, subject to requiring and receiving a written confidentiality undertaking substantially in the form then recommended by the Loan Market Association of Schedule 4 (or otherwise in the Agreed FormForm of Confidentiality Undertaking), a copy of which shall, as soon as practicable, be delivered to the Borrower.

Changes to the Lender. 23.1 18.1 The Lender shall obtain the prior written consent of the Borrower for any assignment and/or transfer of all or any of its rights, benefits and/or obligations in respect of the Facility; provided that the Lender may, at any time, with without the Borrower’s prior consent (unless an Event of Default has occurred and is continuing)consent, assign any of its rights and/or transfer all or any of its rights, benefits and/or obligations in respect of the FacilityFacility to any Affiliate. For these transfers, for this purpose the Lender may make such disclosure in relation to the Facility subject to the terms set out in Clause 23.418.4. 23.2 If: 23.2.1 the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 as a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 (Tax Gross-Up and Indemnities) or 13 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 18.2 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 18.3 The Borrower agrees that, save as expressly provided in this Clause 2318, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, Lender will be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by the Lender and that they will at the expense of the Lender, and the Lender execute shall be responsible for executing and deliverdelivering, or procure procuring the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 18.4 The Lender, its officers, and its agents, may disclose information (on a confidential basis) relating to, the Borrower or any Group Member and their account(s) and/or dealing relationship(s) with the Lender agrees that it and the Finance Documents, including but not limited to details of the facilities, any Security taken, transactions undertaken and balances and positions with the Lender, as the Lender shall keep confidential consider appropriate to: (a) the head office of the Lender, any of its Subsidiaries or Subsidiaries of its Holding Company, Affiliates, representative and not disclose such information relating branch offices in any jurisdiction (the “Permitted Parties”); (b) professional advisers and service providers of the Permitted Parties who are under a duty of confidentiality to the Borrower, Permitted Parties; (c) any other Obligor, the Project actual or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder as shall come into their possession whether or not in relation to the Facility, except: 23.5.1 to any prospective potential assignee, new lender novatee, transferee, participant or sub-participant in relation to any of the Lender’s rights and/or obligations under any Finance Document (or any agent or advisor adviser of any of the foregoing); 23.5.2 to their respective advisers, professional or otherwise or their respective service providers who are under an obligation of confidentiality to the Lender; 23.5.3 to any of its Affiliates on an need-to-know basis in connection with the administration of the Finance Documents who are apprised of the provisions of this Clause 23; 23.5.4 (d) any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to the Lender or any of its Affiliates in connection with the Facility who are under an obligation of confidentiality to the Lender as to which the Borrower is a third-party beneficiaryPermitted Party; 23.5.5 to its head office and (e) any other branches; 23.5.6 if required to do so by an order of a court in any jurisdiction; 23.5.7 under any law or regulation tribunal or to any applicable regulatory authority (including the Hong Kong Monetary Authority) or regulatory, supervisory, governmental or quasi-governmental authority in any jurisdiction having required by law with jurisdiction over the LenderPermitted Parties; 23.5.8 (f) any other person with (or through) whom the Lender enters into (or may potentially enter into) any other transaction under which payments are to whom be made by reference to, this Agreement or the Borrower; and (g) any other person to whom, and to the extent that, information is required to be disclosed in connection withby any applicable law or regulation. 18.5 The Borrower acknowledges that the Borrower has, and for the purposes or will, notify each of any litigationits Relevant Individuals, arbitration, administrative or other investigations, proceedings or disputes between that the Lender and may, in the Obligors course of lending to the Borrower, receive Borrower information in respect of that Relevant Individual. For the Finance Documents; or 23.5.9 where such information shall have already entered the public domain other than as a result purpose of the Lender’s breach above, a “Relevant Individual” is defined as being one of its obligations under this Clause 23.5the following (but not limited to) Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, department heads, corporate officers (e.g. authorized signatories, company secretary etc.), directors, major shareholders, beneficial owners, and in the case of any disclosure under Clause 23.5.1 and Clause 23.5.3, subject to requiring and receiving a written confidentiality undertaking substantially in the form then recommended by the Loan Market Association guarantors (or otherwise in the Agreed Formwhere applicable), a copy of which shall, as soon as practicable, be delivered to the Borrower.

Changes to the Lender. 23.1 The Lender may, at any time, with without the Borrower’s prior consent (unless an Event of Default has occurred and is continuing)consent, assign any of its rights and/or transfer all or any of its rights, rights and benefits and/or obligations in respect of the Facility, and for this purpose the Lender may make such disclosure in relation to the Facility subject to the terms set out in Clause 23.4‎23.3. The Lender may only transfer all or any of its obligations in respect of the Facility with the consent of the Borrower (such consent not to be unreasonably withheld). 23.2 If: 23.2.1 the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 as a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 (Tax Gross-Up and Indemnities) or 13 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 23.3 The Borrower agrees that, save as expressly provided in this Clause 23, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by that the Lender and that they will may at the expense of the Lender execute and deliver, or procure the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 The Lender agrees that it shall keep confidential and not any time disclose such information relating to the Borrower, any Borrower and other Obligor, the Project or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder Group Member as shall come into their possession whether or not in relation to the Facility, except: 23.5.1 (a) to any prospective assignee, new lender or sub-participant (or agent or advisor of any of the foregoing); 23.5.2 (b) to their respective advisers, professional or otherwise or their respective service providers who are under an obligation of confidentiality to the Lender; 23.5.3 (c) to any of its Affiliates on an need-to-know basis in connection with the administration of the Finance Documents who are apprised of the provisions of this Clause 23Affiliates; 23.5.4 (d) any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to the Lender or any of its Affiliates in connection with the Facility Affiliate who are under an obligation of confidentiality to the Lender as to which the Borrower is a third-party beneficiaryLender; 23.5.5 (e) to its head office and any other branches; 23.5.6 (f) if required to do so by an order of a court in any jurisdiction; 23.5.7 (g) under any law or regulation or to any applicable regulatory authority (including the Hong Kong Monetary Authority) or supervisory, governmental or quasi-governmental authority in any jurisdiction having jurisdiction over the Lenderjurisdiction; 23.5.8 (h) to whom information is required to be disclosed in connection with, and for the purposes of any litigation, arbitration, administrative or other investigations, proceedings or disputes between the Lender and the Obligors in respect of the Finance Documentsdisputes; or 23.5.9 (i) where such information shall have already entered the public domain other than as a result of the Lender’s breach of its obligations under this Clause 23.5domain, and in the case of any disclosure under Clause 23.5.1 paragraphs ‎(a) and Clause 23.5.3‎(b) above, subject to requiring and receiving a written confidentiality undertaking substantially in the form then recommended by the Loan Market Association of Schedule ‎4 (or otherwise in the Agreed FormForm of Confidentiality Undertaking), a copy of which shall, as soon as practicable, be delivered to the Borrower.

Changes to the Lender. 23.1 The Lender may, at any time, with without the Borrower’s prior consent (unless an Event of Default has occurred and is continuing)consent, assign any of its rights and/or transfer all or any of its rights, benefits and/or obligations in respect of the FacilityFacility to another bank or financial institution and, for this purpose the Lender may make such disclosure in relation to the Facility subject to the terms set out in Clause 23.423.5 . 23.2 If: 23.2.1 (a) the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 (b) as a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 13 (Tax Gross-Gross Up and Indemnities) or 13 14 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall shall, subject to Clause 23.2, be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 The Borrower agrees that, save as expressly provided in this Clause 23, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by the Lender lenders and that they will at the expense of the Lender execute and deliver, or procure the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 The Lender, its officers, and its agents, may disclose information (on a confidential basis) relating to, the Borrower or any Group Member and their account(s) and/or dealing relationship(s) with the Lender agrees that it and the Finance Documents, including but not limited to details of the facilities, any Security taken, transactions undertaken and balances and positions with the Lender, as the Lender shall keep confidential consider appropriate to: (a) the head office of the Lender, any of its Subsidiaries or Subsidiaries of its Holding Company, Affiliates, representative and not disclose such information relating branch offices in any jurisdiction (the “Permitted Parties”); (b) professional advisers and service providers of the Permitted Parties who are under a duty of confidentiality to the Borrower, Permitted Parties; (c) any other Obligor, the Project actual or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder as shall come into their possession whether or not in relation to the Facility, except: 23.5.1 to any prospective potential assignee, new lender novatee, transferee, participant or sub-participant in relation to any of the Lender’s rights and/or obligations under any Finance Document (or any agent or advisor adviser of any of the foregoing); 23.5.2 to their respective advisers, professional or otherwise or their respective service providers who are under an obligation of confidentiality to the Lender; 23.5.3 to any of its Affiliates on an need-to-know basis in connection with the administration of the Finance Documents who are apprised of the provisions of this Clause 23; 23.5.4 (d) any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to the Lender or any of its Affiliates in connection with the Facility who are under an obligation of confidentiality to the Lender as to which the Borrower is a third-party beneficiaryPermitted Party; 23.5.5 to its head office and (e) any other branches; 23.5.6 if required to do so by an order of a court in any jurisdiction; 23.5.7 under any law or regulation tribunal or to any applicable regulatory authority (including the Hong Kong Monetary Authority) or regulatory, supervisory, governmental or quasi-governmental authority in any jurisdiction having with jurisdiction over the LenderPermitted Parties; 23.5.8 (f) any other person with (or through) whom the Lender enters into (or may potentially enter into) any other transaction under which payments are to whom be made by reference to, this Agreement or the Borrower; and (g) any other person to whom, and to the extent that, information is required to be disclosed in connection with, and for the purposes of by any litigation, arbitration, administrative applicable law or other investigations, proceedings or disputes between the Lender and the Obligors in respect of the Finance Documents; or 23.5.9 where such information shall have already entered the public domain other than as a result of the Lender’s breach of its obligations under this Clause 23.5, and in the case of any disclosure under Clause 23.5.1 and Clause 23.5.3, subject to requiring and receiving a written confidentiality undertaking substantially in the form then recommended by the Loan Market Association (or otherwise in the Agreed Form), a copy of which shall, as soon as practicable, be delivered to the Borrowerregulation.

Changes to the Lender. 23.1 The Lender may, at any time, with without the Borrower’s prior consent (unless an Event of Default has occurred and is continuing)consent, assign any of its rights and/or transfer all or any of its rights, benefits and/or obligations in respect of the Facility, for this purpose the Lender may make such disclosure in relation to the Facility subject to the terms set out in Clause 23.423.5. 23.2 If: 23.2.1 (a) the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 (b) as a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 13 (Tax Gross-Gross Up and Indemnities) or 13 14 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall shall, subject to Clause 23.2, be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 The Borrower agrees that, save as expressly provided in this Clause 23, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by the Lender lenders and that they will at the expense of the Lender execute and deliver, or procure the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 The Lender, its officers, and its agents, may disclose information (on a confidential basis) relating to, the Borrower or any Group Member and their account(s) and/or dealing relationship(s) with the Lender agrees that it and the Finance Documents, including but not limited to details of the facilities, any Security taken, transactions undertaken and balances and positions with the Lender, as the Lender shall keep confidential consider appropriate to: (a) the head office of the Lender, any of its Subsidiaries or Subsidiaries of its Holding Company, Affiliates, representative and not disclose such information relating branch offices in any jurisdiction (the “Permitted Parties”); (b) professional advisers and service providers of the Permitted Parties who are under a duty of confidentiality to the Borrower, Permitted Parties; (c) any other Obligor, the Project actual or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder as shall come into their possession whether or not in relation to the Facility, except: 23.5.1 to any prospective potential assignee, new lender novatee, transferee, participant or sub-participant in relation to any of the Lender’s rights and/or obligations under any Finance Document (or any agent or advisor adviser of any of the foregoing); 23.5.2 to their respective advisers, professional or otherwise or their respective service providers who are under an obligation of confidentiality to the Lender; 23.5.3 to any of its Affiliates on an need-to-know basis in connection with the administration of the Finance Documents who are apprised of the provisions of this Clause 23; 23.5.4 (d) any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to the Lender or any of its Affiliates in connection with the Facility who are under an obligation of confidentiality to the Lender as to which the Borrower is a third-party beneficiaryPermitted Party; 23.5.5 to its head office and (e) any other branches; 23.5.6 if required to do so by an order of a court in any jurisdiction; 23.5.7 under any law or regulation tribunal or to any applicable regulatory authority (including the Hong Kong Monetary Authority) or regulatory, supervisory, governmental or quasi-governmental authority in any jurisdiction having with jurisdiction over the LenderPermitted Parties; 23.5.8 (f) any other person with (or through) whom the Lender enters into (or may potentially enter into) any other transaction under which payments are to whom be made by reference to, this Agreement or the Borrower; and (g) any other person to whom, and to the extent that, information is required to be disclosed in connection with, and for the purposes of by any litigation, arbitration, administrative applicable law or other investigations, proceedings or disputes between the Lender and the Obligors in respect of the Finance Documents; or 23.5.9 where such information shall have already entered the public domain other than as a result of the Lender’s breach of its obligations under this Clause 23.5, and in the case of any disclosure under Clause 23.5.1 and Clause 23.5.3, subject to requiring and receiving a written confidentiality undertaking substantially in the form then recommended by the Loan Market Association (or otherwise in the Agreed Form), a copy of which shall, as soon as practicable, be delivered to the Borrowerregulation.