Lehman Brothers Financial SA (LEHNQ)

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WITHOUT PREJUDICE
SUBJECT TO CONTRACT
21
of ECAPS) have consented, such consent not to be
unreasonably withheld or delayed. The Parties
agree that it shall not be reasonable to withhold
or delay consent if the proposed transfer or
assignment by LBHI of the PLC Sub-Debt is for
value, 👈️unless there is a genuine demonstrable risk
that the assignment or transfer could undermine
the Framework Agreement or that the assignee
intends to breach, undermine or take action
inconsistent with the Framework Agreement);
iii. DB 👈️shall not assign, transfer or dispose of its interests in
the ECAPS, including in the ECAPS Deeds of Guarantee,
unless the relevant assignee or transferee has agreed to
be bound by the terms of the Framework Agreement.
iv. If DB👈️ acquires any right, title and interest to any
additional ECAPS or ECAPS Deeds of Guarantee, then such
additional holdings will be subject to the terms and
conditions of the Framework Agreement, as if DB held
them on the Effective Date.
PLC estate – information / reporting undertakings
i. Creditors’ committee observer: ECAPS Account Holders
(acting by the ECAPS Creditors’ Committee of GP1) to
have the right to appoint an observer (the “Observer”) to
PLC’s creditors’ committee.
a. Observer to have full information rights of a
member of the creditors’ committee, subject to
signing a non-disclosure agreement pursuant to
which (amongst other things) all information
obtained as Observer may be shared
confidentially with GP1’s ECAPS Holders’
Committee.👈️
ii. Meeting of creditors’ committee: PLC Administrators to
meet at least twice per year, and at such meetings PLC
Administrators to provide detailed updates in respect of
the PLC estate including, without limitation (but subject
to not being required to share information which the PLC
Administrators are not entitled to share):
a. detailed information regarding the material direct
and indirect subsidiary estates;👈️
b. detailed information regarding reserves
(including the substance of matters in respect of
which reserves are held);
c. prospective inflows and outflows to the estate;
d. claims against the estate; and

WITHOUT PREJUDICE
SUBJECT TO CONTRACT
22
e. detailed breakdown of costs and expenses
(broken down for PLC and its material direct and
indirect subsidiaries).
iii. Creditor queries: PLC Administrators to undertake to
answer all questions👈️ and information reasonably raised or
requested by GP1 with respect to PLC and its direct and
indirect subsidiaries at any time (but subject to not being
required to share information which the PLC
Administrators are not entitled to share), as soon as
reasonably practicable following such question or
request, with answers/information provided to both GP1
and the Observer (and onwards disclosure by the
Observer to the ECAPS Holders’ Committee confidentially
permitted).
iv. Permitted withholding of information: PLC
Administrators may withhold strategically sensitive
information that as office holders they reasonably
consider ought not to be or cannot practicably be
disclosed under the terms of a non-disclosure agreement
and/or common interest principles, and/or information
which the PLC Administrators are not entitled to share.
v. Information sharing with ECAPS Account Holders
(outside of ECAPS Creditors’ Committee): PLC
Administrators to undertake to publish a semi-annual
update in respect of the estimated outcome for the
estate, giving significantly more detail (including as to the
variables driving the range of predicted recoveries) than
those published to date.
Efficiency
The Parties shall use reasonable endeavours to ensure that the
Agreed Distributions shall be paid without deductions or
withholding and to mitigate or eliminate any such risk, including
liaising with or seeking guidance from any authority if and to the
extent appropriate.
10 Binding terms Confidentiality:
The substance of all negotiations in connection with the term
sheet, are confidential to the Parties and their advisers, who shall
not disclose or otherwise communicate them to any third party
without the written consent of the other Parties other than:
i. the final agreed term sheet may be sent to ECAPS
Account Holders and Beneficial ECAPS Interest Holders
who are not party thereto and in that process may also
be circulated by the JLs via RNS;