OBLIGORS; AND
(II)
THE NUMBER OR, AS THE CASE MAY BE, NUMBERS ASSIGNED TO THIS AGREEMENT,
THE FACILITIES AND/OR ONE OR MORE OBLIGORS BY SUCH NUMBERING SERVICE PROVIDER.
41.4
ENTIRE AGREEMENT
This Clause 41 (Confidentiality) constitutes the entire agreement between the
Parties in relation to the obligations of the Finance Parties under the Finance
Documents regarding Confidential Information and supersedes any previous
agreement, whether express or implied, regarding Confidential Information.
41.5
INSIDE INFORMATION
Each of the Finance Parties acknowledges that some or all of the Confidential
Information is or may be price-sensitive information and that the use of such
information may be regulated or prohibited by applicable legislation including
securities law relating to insider dealing and market abuse and each of the
Finance Parties undertakes not to use any Confidential Information for any
unlawful purpose.
41.6
NOTIFICATION OF DISCLOSURE
Each of the Finance Parties agrees (to the extent permitted by law and
regulation) to inform a Borrower:
(A)
OF THE CIRCUMSTANCES OF ANY DISCLOSURE OF CONFIDENTIAL INFORMATION MADE
PURSUANT TO PARAGRAPHS (B)(V) AND (B)(VI) OF CLAUSE 41.2
(DISCLOSURE OF
CONFIDENTIAL INFORMATION) 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
(B)
UPON BECOMING AWARE THAT CONFIDENTIAL INFORMATION HAS BEEN DISCLOSED IN
BREACH OF THIS CLAUSE 41 (CONFIDENTIALITY).
41.7
CONTINUING OBLIGATIONS
The obligations in this Clause 41 (Confidentiality) are continuing and, in
particular, shall survive and remain binding on each Finance Party for a period
of twelve months from the earlier of:
181
(A)
THE DATE ON WHICH ALL AMOUNTS PAYABLE BY THE OBLIGORS UNDER OR IN
CONNECTION WITH THIS AGREEMENT HAVE BEEN PAID IN FULL AND ALL COMMITMENTS HAVE
BEEN CANCELLED OR OTHERWISE CEASE TO BE AVAILABLE; AND
(B)
THE DATE ON WHICH SUCH FINANCE PARTY OTHERWISE CEASES TO BE A FINANCE
PARTY.
42.
PPSA PROVISIONS
Where any Finance Party has a security interest (as defined in the PPSA) under
any Finance Document, to the extent the law permits:
(A)
FOR THE PURPOSES OF SECTIONS 115(1) AND 115(7) OF THE PPSA:
(I)
EACH FINANCE PARTY WITH THE BENEFIT OF THE SECURITY INTEREST NEED NOT
COMPLY WITH SECTIONS 95, 118, 121(4), 125,130, 132(3)(D) OR 132(4) OF THE PPSA;
AND
(II)
SECTIONS 142 AND 143 OF THE PPSA ARE EXCLUDED;
(B)
FOR THE PURPOSES OF SECTION 115(7) OF THE PPSA, EACH FINANCE PARTY WITH
THE BENEFIT OF THE SECURITY INTEREST NEED NOT COMPLY WITH SECTIONS 132 AND
137(3);
(C)
EACH PARTY WAIVES ITS RIGHT TO RECEIVE FROM ANY FINANCE PARTY ANY NOTICE
REQUIRED UNDER THE PPSA (INCLUDING A NOTICE OF A VERIFICATION STATEMENT);
(D)
IF A FINANCE PARTY WITH THE BENEFIT OF A SECURITY INTEREST EXERCISES A
RIGHT, POWER OR REMEDY IN CONNECTION WITH IT, THAT EXERCISE IS TAKEN NOT TO BE
AN EXERCISE OF A RIGHT, POWER OR REMEDY UNDER THE PPSA UNLESS THE FINANCE PARTY
STATES OTHERWISE AT THE TIME OF EXERCISE.
HOWEVER, THIS CLAUSE 42 DOES NOT
APPLY TO A