Common use of Confidentiality of Member Information Clause in Contracts

Confidentiality of Member Information. Notwithstanding anything to the contrary in this Agreement or the Subscription Agreement, the Company and the Investment Adviser shall not, and shall procure that their respective Affiliates that directly or indirectly receive any information from the Company or the Investment Adviser regarding the identity of a Member or its Expanded Affiliates as investors in the Company or other information provided by a Member to the Company or the Investment Adviser shall not, disclose any information provided by such Member to the Company or the Investment Adviser without such Member’s prior written consent (which may be withheld for any or no reason); provided that the Company will be entitled to disclose information the Company or the Investment Adviser reasonably believes is required: (a) on a confidential and need-to-know basis to its directors, officers and employees involved in the “know-your-customer” process and administrators of the Company and the Investment Adviser; (b) on a confidential and need-to-know basis to any professional advisors of the Company or the Investment Adviser or any counterparty or prospective counterparty (including any Lender or Portfolio Company), which requests such information for purposes of complying with its “know your customer” procedures or withholding requirements; and (c) by law, regulation or legal process or pursuant to the request of any regulatory body, self-regulatory body, securities exchange or tax authority, and the Company and the Investment Adviser shall be responsible for the disclosure of any information by any person described in clause (a) above in violation of this Paragraph 4 (as if this Paragraph 4 applied directly to such person). For the avoidance of doubt, nothing in this Paragraph 4 shall require a Member to provide the Company, the Investment Adviser or any of their Affiliates with any non-public or financial information of such Member or any Expanded Affiliates thereof. By way of clarification, the identification of a Member or its Expanded Affiliates in this Agreement or in other documents filed on behalf of the Company with the SEC or other governmental organization pursuant to applicable law shall not be a violation of this Paragraph 4.