Common use of Confidential Rates Clause in Contracts

Confidential Rates. The Administrative Agent and the Borrower agree to keep each Confidential Rate confidential, and the Borrower further agrees to cause its Subsidiaries to not disclose any Confidential Rate, in each case, except for the following: (i) the Administrative Agent may disclose any Confidential Rate to the Borrower pursuant to Section 2.12(a), (ii) the Administrative Agent or the Borrower may disclose any Confidential Rate to any of its Affiliates and any of its or their officers, directors, employees, professional advisers and auditors, if any person to whom that Confidential Rate is to be disclosed is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the disclosing party, it is not practicable to do so in the circumstances, (iii) the Administrative Agent or the Borrower may disclose any Confidential Rate to the extent requested by any regulatory authority with competent jurisdiction over it or its Affiliates, or (iv) the Administrative Agent or the Borrower may disclose any Confidential Rate to any person to whom information is required to be disclosed by applicable laws or regulations or by any subpoena or similar legal process or otherwise in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Confidential Rate is to be disclosed is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the disclosing party, it is not practicable to do so in the circumstance. The Administrative Agent and the Borrower agree to, and the Borrower shall cause each of its Subsidiaries to, (to the extent permitted by law and regulation) (x) inform each relevant Lender of the circumstances of any disclosure made pursuant to this Section 9.13(c) and (y) notify each relevant Lender upon becoming aware that any information has been disclosed in breach of this Section 9.13(c). No Default or Event of Default shall arise under Article VII(f) by reason only of the failure of the Borrower or any of its Subsidiaries to comply with this Section 9.13(c).

Confidential Rates. (a) The Administrative Agent and the Borrower agree to keep each Confidential Rate confidentialconfidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and the Borrower further agrees to cause its Subsidiaries to not disclose any Confidential Rate, in each case, except for the following: (d) below. (b) The Agent may disclose: (i) the Administrative Agent may disclose any Confidential Funding Rate to the Borrower pursuant to Section 2.12(aClause 10.4 (Notification of rates of interest), ; and (ii) any Confidential Rate to any person appointed by it to provide administration or settlement services in respect of one or more of the Administrative Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, to the extent necessary to enable such service provider to provide any of the services referred to in this paragraph (ii) if the service provider to whom the Confidential Rate is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Base Reference Bank or Lender, as the case may be. (c) The Agent may disclose any Confidential Rate, and the Borrower may disclose any Confidential Rate to Funding Rate, to: (i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers advisers, auditors and auditors, partners if any person to whom that Confidential Rate is to be disclosed given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it the Confidential Rate may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Confidential Rate or is otherwise bound by requirements of confidentiality in relation to that Confidential Rate; (ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Confidential Rate is to be given is informed in writing of its confidential nature and that the Confidential Rate may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the disclosing partyAgent or the Borrower, as the case may be, it is not practicable to do so in the circumstances, ; (iii) the Administrative Agent or the Borrower may disclose any Confidential Rate to the extent requested by any regulatory authority with competent jurisdiction over it or its Affiliates, or (iv) the Administrative Agent or the Borrower may disclose any Confidential Rate to any person to whom information is required to be disclosed by applicable laws or regulations or by any subpoena or similar legal process or otherwise in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Confidential Rate is to be disclosed given is informed in writing of its confidential nature and that it the Confidential Rate may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the disclosing partyAgent or the Borrower, as the case may be, it is not practicable to do so in the circumstance. circumstances; and (iv) any person with the consent of the relevant Base Reference Bank or Lender, as the case may be. (d) The Administrative Agent’s obligations in this Clause 10.5 relating to quotations provided by Base Reference Banks are without prejudice to its obligations to make notifications under Clause 10.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Agent shall not include the details of any individual quotation provided by a Base Reference Bank as part of any such notification. (e) The Agent and the Borrower acknowledge that each Confidential Rate is or may be price-sensitive information and that the use of such a Confidential Rate may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and the Borrower undertake not to use any Confidential Rate for any unlawful purpose. (f) The Agent and the Borrower agree to, and the Borrower shall cause each of its Subsidiaries to, (to the extent permitted by law and regulation) to inform the relevant Base Reference Bank or Lender, as the case may be: (xi) inform each relevant Lender of the circumstances of any disclosure of any Confidential Rate made pursuant to this Section 9.13(cparagraph (c)(ii) and above except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and (yii) notify each relevant Lender upon becoming aware that any information Confidential Rate has been disclosed in breach of this Section 9.13(c). No Default or Event of Default shall arise under Article VII(f) by reason only of the failure of the Borrower or any of its Subsidiaries to comply with this Section 9.13(c)Clause 10.5.