Common use of Disclosure of Funding Rates and Reference Bank Quotations Clause in Contracts

Disclosure of Funding Rates and Reference Bank Quotations. (a) The Facility Agent may disclose: (i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank quotation) to the relevant Borrower pursuant to Clause 11.5 (Notification of rates of interest); and (ii) any Funding Rate or any Reference Bank quotation to any person appointed by it to provide administration or settlement services in respect of one or more of the 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 in respect of this paragraph (ii) 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 Undertaking 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. (b) The Facility Agent may disclose any Funding Rate or any Reference Bank quotation and each Obligor may disclose any Funding Rate to: (i) to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that some or all of such Confidential Information 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 the Funding Rate or Reference Bank quotation or is otherwise bound by requirements of confidentiality in relation it; (ii) to any person: (A) 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; (B) 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; or (C) with the consent of the relevant Lender or Reference Bank as the case may be. (c) The Facility Agent’s obligations under this Clause 33 (Confidentiality of Funding Rates and Reference Bank Quotations) are without prejudice to its obligation to make notifications under Clause 11.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (a)(i) above, the Facility Agent shall not include the details of any individual Reference Bank quotation as part of such notification. (d) 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 undertakes not to use any Funding Rate or, in the case of the Facility Agent, Reference Bank quotation for any unlawful purpose. (e) 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 (a) or (b) above except where such disclosure is made to any of the persons referred to in those paragraphs 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.

Disclosure of Funding Rates and Reference Bank Quotations. (a) The Facility Agent may disclose: (i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank quotation) to the relevant Borrower pursuant to Clause 11.5 9.5 (Notification of rates of interest); and (ii) any Funding Rate or any Reference Bank quotation to any person appointed by it to provide administration or settlement services in respect of one or more of the 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 in respect of this paragraph (ii) 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 Undertaking 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. (b) The Facility Agent may disclose any Funding Rate or any Reference Bank quotation and each Obligor may disclose any Funding Rate to: (i) to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that some or all of such Confidential Information 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 the Funding Rate or Reference Bank quotation or is otherwise bound by requirements of confidentiality in relation it; (ii) to any person: (A) 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; (B) 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; or (C) with the consent of the relevant Lender or Reference Bank as the case may be. (c) The Facility Agent’s obligations under this Clause 33 31 (Confidentiality of Funding Rates and Reference Bank Quotations) are without prejudice to its obligation to make notifications under Clause 11.5 9.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (a)(i) above, the Facility Agent shall not include the details of any individual Reference Bank quotation as part of such notification. (d) 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 undertakes not to use any Funding Rate or, in the case of the Facility Agent, Reference Bank quotation for any unlawful purpose. (e) 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 (a) or (b) above except where such disclosure is made to any of the persons referred to in those paragraphs 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.