Common use of Confidentiality Generally Clause in Contracts

Confidentiality Generally. In addition to and not in limitation of any other agreement or covenant relating to confidentiality entered into by any Investor, each Investor shall maintain all information relating to the Fund contained in the non-public financial reports and books and records of the Fund, in records of any governmental body, or in any other document or record, in strict confidence and, without the express prior written consent of the Manager, shall not disclose any of such information (however obtained from the Fund, the Manager, another Investor, governmental body, a vendor of the Fund or otherwise) to any third party other than such Investor’s attorneys and certified public accountants who have agreed: (i) to keep such information confidential and (ii) not to use such information for their own benefit or for the benefit of the Investor. Notwithstanding anything to the contrary in this Agreement or in any document relating to the Fund which prohibits an Investor from disclosing any confidential information regarding the Fund or the offering of its securities, each Investor (and each employee, representative or other agent of an Investor) may: (a) disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of (i) the Fund and (ii) the offering of its securities, and all materials of any kind (including opinions or other tax analyses) that are provided to the Investors relating to such tax treatment and tax structure; provided, however, that the preceding clause is intended to cause the securities of the Fund not to be treated as having been offered under conditions of confidentiality for purposes of Regulations Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (or any successor provisions) and shall be construed in a manner consistent with such purpose; and (b) disclose information contained in any filing by the Fund under Section 12(b), 12(g), 13(a) or 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder which is publicly available through the SEC.

Confidentiality Generally. In addition to and not in limitation of any other agreement or covenant relating to confidentiality entered into by any Investor, each Investor shall maintain all information relating to the Fund contained in the non-public financial reports and books and records of the Fund, in records of any governmental bodyGovernmental Body, or in any other document or record, in strict confidence and, without the express prior written consent of the Manager, shall not disclose any of such information (however obtained from the Fund, the Manager, another Investor, governmental bodyGovernmental Body, a vendor of the Fund or otherwise) to any third party other than such Investor’s attorneys and certified public accountants who have agreed: (i) to keep such information confidential and (ii) not to use such information for their own benefit or for the benefit of the Investor. Notwithstanding anything to the contrary in this Agreement or in any document relating to the Fund which prohibits an Investor from disclosing any confidential information regarding the Fund or the offering of its securities, each Investor (and each employee, representative or other agent of an Investor) may: (a) disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of (i) the Fund and (ii) the offering of its securities, and all materials of any kind (including opinions or other tax analyses) that are provided to the Investors relating to such tax treatment and tax structure; provided, however, that the preceding clause is intended to cause the securities of the Fund not to be treated as having been offered under conditions of confidentiality for purposes of Treasury Regulations Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (or any successor provisions) and shall be construed in a manner consistent with such purpose; and (b) disclose information contained in any filing by the Fund under Section 12(b), 12(g), 13(a) or 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder which is publicly available through the SEC.