Confidentiality of Funding Rates and Reference Bank Quotations. 31.1 Confidentiality and disclosure 31.1.1 The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by sub-clause 31.1.2, 31.1.3 and 31.1.4 below. 31.1.2 The Facility Agent may disclose: (a) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Company pursuant to Clause 11.4 (Notification of rates of interest); and (b) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a Confidentiality Undertaking. 31.1.3 The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to: (a) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors and partners if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that it 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 Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it; (b) 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 Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; (c) any person 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 if the person to whom that Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and (d) any person with the consent of the relevant Lender or Reference Bank, as the case may be. 31.1.4 The Facility Agent’s obligations in this Clause 31 (Confidentiality of Funding Rates and Reference Bank Quotations) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 11.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (a) of sub-clause 31.1.2 above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 3 contracts
Samples: Amendment and Restatement Agreement (PPL Energy Supply LLC), Multicurrency Revolving Facilities Agreement (PPL Energy Supply LLC), Multicurrency Revolving Facilities Agreement (PPL Energy Supply LLC)
Confidentiality of Funding Rates and Reference Bank Quotations. 31.1 Confidentiality and disclosure
31.1.1 (a) The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by sub-clause 31.1.2paragraphs (b), 31.1.3 (c) and 31.1.4 (d) below.
31.1.2 (b) The Facility Agent may disclose:
(ai) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Company an Obligor pursuant to Clause 11.4 9.7 (Notification of rates of interest); and
(bii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality UndertakingUndertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank, as the case may be.
31.1.3 (c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:
(ai) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors auditors, partners and partners Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ai) is informed in writing of its confidential nature and that it 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 Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(bii) 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 Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(ciii) any person 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 if the person to whom that Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(div) any person with the consent of the relevant Lender or Reference Bank, as the case may be.
31.1.4 (d) The Facility Agent’s obligations in this Clause 31 (Confidentiality of Funding Rates and Reference Bank Quotations) 11.3 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 11.4 9.7 (Notification of rates of interest) provided that (other than pursuant to paragraph (ab)(i) of sub-clause 31.1.2 above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
(e) The Facility Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose.
(f) The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:
(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) 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
(ii) upon becoming aware that any information has been disclosed in breach of this Clause 11.3.
Appears in 1 contract
Samples: Term and Revolving Facilities Agreement (Smith & Nephew PLC)
Confidentiality of Funding Rates and Reference Bank Quotations. 31.1 Confidentiality and disclosure
31.1.1 (a) The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by sub-clause 31.1.2paragraphs (c)(i), 31.1.3 (c)(ii) and 31.1.4 (c)(iii) below.
31.1.2 (b) The Facility Agent may disclose:
(ai) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Company pursuant to Clause 11.4 9.4 (Notification of rates of interest); and
(bii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality UndertakingUndertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.
31.1.3 (c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:
(ai) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors auditors, partners and partners Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ai) is informed in writing of its confidential nature and that it 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 Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(bii) 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 Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(ciii) any person 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 if the person to whom that Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant ObligorObligor , as the case may be, it is not practicable to do so in the circumstances; and
(div) any person with the consent of the relevant Lender or Reference Bank, as the case may be.
31.1.4 (d) The Facility Agent’s obligations in this Clause 31 (Confidentiality of Funding Rates and Reference Bank Quotations) 37.2 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 11.4 9.4 (Notification Notifications of rates of interest) provided that (other than pursuant to paragraph (ab)(i) of sub-clause 31.1.2 above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
(e) The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.
(f) The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:
(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) 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
(ii) upon becoming aware that any information has been disclosed in breach of this Clause 37.2.
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (Markit Ltd.)
Confidentiality of Funding Rates and Reference Bank Quotations. 31.1 (a) Confidentiality and disclosureDisclosure
31.1.1 (i) The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by sub-clause 31.1.2paragraphs (ii), 31.1.3 (iii) and 31.1.4 (iv) below.
31.1.2 (ii) The Facility Agent may disclose:
(aA) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Company Vodafone pursuant to Clause 11.4 9.4 (Notification of rates of interest); and
(bB) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality UndertakingUndertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.
31.1.3 (iii) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:
(aA) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors auditors, partners and partners representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (aA) is informed in writing of its confidential nature and that it 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 Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(bB) 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 Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(cC) any person 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 if the person to whom that Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(dD) any person with the consent of the relevant Lender or Reference Bank, as the case may be.
31.1.4 (iv) The Facility Agent’s obligations in this Clause 31 (Confidentiality of Funding Rates and Reference Bank Quotations) 28.3 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 11.4 9.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (aii)(A) of sub-clause 31.1.2 above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality of Funding Rates and Reference Bank Quotations. 31.1 169
42.1 Confidentiality and disclosureDisclosure
31.1.1 (a) The Facility BPIFAE Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility BPIFAE Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by sub-clause 31.1.2paragraphs (b), 31.1.3 (c) and 31.1.4 (d) below.
31.1.2 (b) The Facility BPIFAE Agent may disclose:
(ai) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Company Borrower pursuant to Clause 11.4 8.4 (Notification of rates Rates of interestInterest); and
(bii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a Confidentiality Undertakingconfidentiality agreement in a form agreed between the BPIFAE Agent and the relevant Lender or Reference Bank, as the case may be.
31.1.3 (c) The Facility BPIFAE Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:
(ai) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors auditors, partners and partners representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that it 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 Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(bii) 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 Funding Rate or Reference Bank Quotation is to be given 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 Facility BPIFAE Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(ciii) any person 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 if the person to whom that Funding Rate or Reference Bank Quotation is to be given 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 Facility BPIFAE Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(div) any person with the consent of the relevant Lender or Reference Bank, as the case may be.
31.1.4 (d) The Facility BPIFAE Agent’s 's obligations in this Clause 31 (Confidentiality of Funding Rates and Reference Bank Quotations) 42 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 11.4 8.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (ab)(i) of sub-clause 31.1.2 above) the Facility BPIFAE Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality of Funding Rates and Reference Bank Quotations. 31.1 38.1 Confidentiality and disclosure
31.1.1 (a) The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by sub-clause 31.1.2paragraphs (b), 31.1.3 (c) and 31.1.4 (d) below.
31.1.2 (b) The Facility Agent may disclose:
(ai) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Company relevant Borrower pursuant to Clause 11.4 8.4 (Notification of rates of interest); and
(bii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality UndertakingUndertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.
31.1.3 (c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:
(ai) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors auditors, partners and partners Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (ai) is informed in writing of its confidential nature and that it 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 Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(bii) 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 Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
; (ciii) any person 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 if the person to whom that Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant ObligorObligor , as the case may be, it is not practicable to do so in the circumstances; and
(d) any person with the consent of the relevant Lender or Reference Bank, as the case may be.
31.1.4 The Facility Agent’s obligations in this Clause 31 (Confidentiality of Funding Rates and Reference Bank Quotations) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 11.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (a) of sub-clause 31.1.2 above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality of Funding Rates and Reference Bank Quotations. 31.1 42.1 Confidentiality and disclosureDisclosure
31.1.1 (a) The Facility BPIFAE Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility BPIFAE Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by sub-clause 31.1.2paragraphs (b), 31.1.3 (c) and 31.1.4 (d) below.
31.1.2 (b) The Facility BPIFAE Agent may disclose:
(ai) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Company Borrower pursuant to Clause 11.4 8.4 (Notification of rates Rates of interestInterest); and
(bii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a Confidentiality Undertakingconfidentiality agreement in a form agreed between the BPIFAE Agent and the relevant Lender or Reference Bank, as the case may be.
31.1.3 (c) The Facility BPIFAE Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:
(ai) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors auditors, partners and partners representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that it 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 Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(bii) 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 Funding Rate or Reference Bank Quotation is to be given 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 Facility BPIFAE Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(ciii) any person 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 if the person to whom that Funding Rate or Reference Bank Quotation is to be given 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 Facility BPIFAE Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(div) any person with the consent of the relevant Lender or Reference Bank, as the case may be.
31.1.4 (d) The Facility BPIFAE Agent’s 's obligations in this Clause 31 (Confidentiality of Funding Rates and Reference Bank Quotations) 42 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 11.4 8.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (ab)(i) of sub-clause 31.1.2 above) the Facility BPIFAE Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality of Funding Rates and Reference Bank Quotations. 31.1 Confidentiality and disclosure
31.1.1 (a) The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by sub-clause 31.1.2paragraphs (b), 31.1.3 (c) and 31.1.4 (d) below.
31.1.2 (b) The Facility Agent may disclose:
(ai) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Company pursuant to Clause 11.4 8.5 (Notification of rates of interest); and
(bii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality UndertakingUndertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank, as the case may be.
31.1.3 (c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:
(ai) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors auditors, partners and partners Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ai) is informed in writing of its confidential nature and that it 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 Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(bii) 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 Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(ciii) any person 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 if the person to whom that Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(div) any person with the consent of the relevant Lender or Reference Bank, as the case may be.
31.1.4 (d) The Facility Agent’s obligations in this Clause 31 (Confidentiality of Funding Rates and Reference Bank Quotations) 10.3 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 11.4 8.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (ab)(i) of sub-clause 31.1.2 above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
(e) The Facility Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose.
(f) The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:
(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) 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
(ii) upon becoming aware that any information has been disclosed in breach of this Clause 10.3.
Appears in 1 contract
Confidentiality of Funding Rates and Reference Bank Quotations. 31.1 38.1 Confidentiality and disclosure
31.1.1 (a) The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by sub-clause 31.1.2paragraphs (b), 31.1.3 (c) and 31.1.4 (d) below.
31.1.2 (b) The Facility Agent may disclose:
(ai) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Company relevant Borrower pursuant to Clause 11.4 8.4 (Notification of rates of interest); and
(bii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality UndertakingUndertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.
31.1.3 (c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:
(ai) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors auditors, partners and partners Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (ai) is informed in writing of its confidential nature and that it 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 Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(bii) 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 Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(ciii) any person 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 if the person to whom that Funding Rate or Reference Bank Quotation is to be given 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 Facility Agent or the relevant ObligorObligor , as the case may be, it is not practicable to do so in the circumstances; and
(div) any person with the consent of the relevant Lender or Reference Bank, as the case may be.
31.1.4 (d) The Facility Agent’s 's obligations in this Clause 31 38 (Confidentiality of Funding Rates and Reference Bank Quotations) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 11.4 8.4 (Notification of rates of interest) provided that (other than pursuant to sub-paragraph (ab)(i) of sub-clause 31.1.2 above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
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Samples: Term Loan Facilities Agreement (DHT Holdings, Inc.)