Confidentiality; Investment Company Act. (a) The Secured Parties Representative shall (and shall cause its employees, directors, agents, attorneys, accountants and other professional advisors to) hold all non-public information obtained pursuant to the requirements of this Agreement, in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound industry practices, and in any event may make disclosure reasonably required (i) to its employees who have a need to know such information, its directors, agents, attorneys, accountants and other professional advisors in connection with the administration of this Agreement and compliance with its internal control requirements, (ii) which has been publicly disclosed other than in breach of this Agreement, (iii) as required or requested by any governmental agency or representative thereof, (iv) pursuant to legal process, or (v) in connection with the exercise of any remedy hereunder; provided, that, unless specifically prohibited by applicable law or court order, the Secured Parties Representative shall notify the Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with an examination of its financial condition by such governmental agency or other routine examination or audit of its books and records by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information; and provided, further, that in no event shall the Secured Parties Representative be obligated or required to return any materials furnished by the Borrower.
(b) The Secured Parties Representative shall maintain any records that would constitute records required to be maintained by the Borrower under the Investment Company Act in accordance with the Investment Company Act, as advised by the Borrower from time to time.
Confidentiality; Investment Company Act. (a) The Secured Parties Representative shall (and shall cause its employees, directors, agents, attorneys, accountants and other professional advisors to) hold all non-public information obtained pursuant to the requirements of this Agreement, in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound industry practices, and in any event may make disclosure (i) reasonably required by any bona fide actual or potential transferee or participant in connection with a contemplated transfer of any Loans or participation therein or any Affiliate, Designated CP Conduit Committed Lender or Liquidity Provider of a Lender (including attorneys, legal advisors, accountants and consultants of such Lender, Affiliate, Liquidity Provider or Designated CP Conduit Committed Lender or any rating agency then rating the commercial paper notes of such Lender if it is a CP Conduit) (so long as such transferee, participant or Affiliate, Liquidity Provider or Designated CP Conduit Committed Lender agrees to be bound by the provisions of this Section 10.17), (ii) to its employees who have a need to know such information, directors, agents, attorneys, accountants and other professional advisors; provided that the confidential information shall be used solely for the purpose of administrating this Agreement, including the evaluation of the Borrower and its Affiliates, and such confidential information shall be used in compliance with the legal and internal control requirements of the Secured Parties Representative, (iii) which has been publicly disclosed other than in breach of this Agreement, (iv) as required or requested by any governmental agency or representative thereof or pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative, or regulatory authority; provided that, unless prohibited by applicable law or court order, the Secured Parties Representative shall use reasonable efforts to inform the Borrower reasonably in advance of any such disclosure, (v) pursuant to legal process or in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration) involving any of the Credit Documents for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection with any of the Credit Documents; provided that, unless prohibited by applicable la...
