Common use of Exceptions to General Rule of Confidentiality Clause in Contracts

Exceptions to General Rule of Confidentiality. Notwithstanding the provisions of Section 8.6(a): (i) A Member or Assignee of a Series may provide or disclose Confidential Information to its members, partners, shareholders, directors, officers and employees, to its financial, legal, tax and other advisors, and to such other Persons as the Manager may approve in its sole and absolute discretion (each of the foregoing, an “Authorized Person”), for any purpose reasonably related to its interest in such Series; provided, however, that such Member or Assignee notifies each such Authorized Person in writing of the restrictions set forth in this Section 8.6 and states in such writing, in a prominent fashion, that such Authorized Person, by receiving such Confidential Information, shall be deemed to have agreed to comply with such restrictions for the benefit of the Company, such Series and the Manager. (ii) A Member or Assignee of a Series or any of its Authorized Persons may provide or disclose Confidential Information to any Person if: (A) the information contemplated to be provided or disclosed is publicly known at the time of the proposed disclosure as a result of actions other than a breach by such Member or Assignee or any of its Authorized Persons of the provisions of this Section 8.6; (B) such disclosure is required by law or regulation; (C) such disclosure is required to be made by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assignee; (D) such disclosure is made in good faith in response to a written request for information by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assignee; (E) such disclosure is made in good faith during the course of an examination of such Member or Assignee by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assignee; or (F) such disclosure is approved in advance by the Manager in its sole and absolute discretion. A Member or Assignee or its Authorized Person who discloses Confidential Information pursuant to this Section 8.6(b)(ii) shall: (1) in the case of any disclosure made pursuant to clause (E) of this Section 8.6(b)(ii), promptly provide the Manager a copy of the written request for information described in that clause; and (2) in the case of any disclosure made pursuant to clauses (B), (C) or (D) of this Section 8.6(b)(ii), use its reasonable best efforts to: (a) give reasonable prior Notification of such disclosure to the Manager to afford the Manager the opportunity to obtain an appropriate protective order and (b) inform each recipient of such information of the confidential nature of such information.

Exceptions to General Rule of Confidentiality. Notwithstanding the provisions of Section 8.6(a): (i) A Member or Assignee of a Series may provide or disclose Confidential Information to its members, partners, shareholders, directors, officers and employees, to its financial, legal, tax and other advisors, and to such other Persons as the Manager Managing Member may approve in its sole and absolute discretion (each of the foregoing, an “"Authorized Person”"), for any purpose reasonably related to its interest in such Seriesthe Company; provided, however, that such Member or Assignee notifies each such Authorized Person in writing of the restrictions set forth in this Section 8.6 and states in such writing, in a prominent fashion, that such Authorized Person, by receiving such Confidential Information, shall be deemed to have agreed to comply with such restrictions for the benefit of the Company, such Series Company and the ManagerManaging Member. (ii) A Member or Assignee of a Series or any of its Authorized Persons may provide or disclose Confidential Information to any Person if: (A) the information contemplated to be provided or disclosed is publicly known at the time of the proposed disclosure as a result of actions other than a breach by such Member or Assignee or any of its Authorized Persons of the provisions of this Section 8.6; (B) such disclosure is required by law or regulation; (C) such disclosure is required to be made by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assignee; (D) such disclosure is made in good faith in response to a written request for information by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assignee; (E) such disclosure is made in good faith during the course of an examination of such Member or Assignee by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assignee; or (F) such disclosure is approved in advance by the Manager Managing Member in its sole and absolute discretion. A Member or Assignee or its Authorized Person who discloses Confidential Information pursuant to this Section 8.6(b)(ii) shall: (1) in the case of any disclosure made pursuant to clause (E) of this Section 8.6(b)(ii), promptly provide the Manager Managing Member a copy of the written request for information described in that clause; and (2) in the case of any disclosure made pursuant to clauses (B), (C) or (D) of this Section 8.6(b)(ii), use its reasonable best efforts to: (a) give reasonable prior Notification of such disclosure to the Manager Managing Member to afford the Manager Managing Member the opportunity to obtain an appropriate protective order and (b) inform each recipient of such information of the confidential nature of such information.

Exceptions to General Rule of Confidentiality. Notwithstanding the provisions of Section 8.6(a):8.1: (a) Confidential Information may be used solely for any of the following purposes (each, a “Permitted Purpose”): (i) A Member or Assignee evaluating the transactions contemplated by this Agreement; (ii) evaluating the performance of a Series may provide party under and/or the compliance of a party with this Agreement; (iii) actions by the Receiving Party under or disclose in connection with any of this Agreement or (iv) in connection with any Member’s ongoing investment in the Company. Each party to this Agreement agrees to keep, and to cause its Representatives (as defined below) to keep, all the Confidential Information as confidential and not to disclose, or permit any of its Representatives to disclose, any Confidential Information to its members, partners, shareholders, directors, officers and employees, to its financial, legal, tax and other advisors, and to such other Persons as the Manager may approve in its sole and absolute discretion (each of the foregoing, an “Authorized Person”), for any purpose reasonably related to its interest in such Seriesperson; provided, however, that (i) each party hereto may disclose the Confidential Information or portions thereof to those of its Affiliates, directors, officers, employees, agents or advisors (the persons to whom such Member or Assignee notifies each disclosure is permissible being collectively called “Representatives”) who need to know such Authorized Person in writing information for a Permitted Purpose and who, prior to the receipt of the restrictions set forth in this Section 8.6 and states in such writing, in a prominent fashion, that such Authorized Person, by receiving such Confidential Information, agree to keep such information confidential and agree to be bound by the terms hereof to the same extent as if they were parties hereto and (ii) the TA Members and their Affiliates shall be deemed able to have agreed disclose to comply with their investors and prospective investors the material terms of their investment and of this Agreement, so long as such restrictions for investors and prospective investors are bound by confidentiality obligations to the benefit of the Company, such Series and the ManagerTA Members or their Affiliates. (iib) A Member or Assignee of a Series In the event that any party hereto or any of its Authorized Persons Representatives is required in legal proceedings or similar process to disclose any of the Confidential Information, the required party shall provide the Disclosing Party of such information with prompt prior written notice of any such requirement so that the Disclosing Party may provide seek a protective order or other appropriate remedy or, if appropriate, waive compliance with the terms of this Agreement. In the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party and its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information to any Person if: (A) the information contemplated to be provided or disclosed that its counsel advises it in writing is publicly known at the time of the proposed disclosure as a result of actions other than a breach by such Member or Assignee or any of its Authorized Persons of the provisions of this Section 8.6; (B) such disclosure is required by law or regulation; (C) such disclosure is legally required to be made by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assigneedisclosed; (D) such disclosure is made in good faith in response to a written request for information by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assignee; (E) such disclosure is made in good faith during provided that the course of an examination of such Member or Assignee by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assignee; or (F) such disclosure is approved in advance by the Manager in its sole and absolute discretion. A Member or Assignee Receiving Party or its Authorized Person who discloses Confidential Information pursuant Representatives have used reasonable efforts to this Section 8.6(b)(ii) shall: (1) in the case of any disclosure made pursuant to clause (E) of this Section 8.6(b)(ii)obtain, promptly provide the Manager a copy of the written request for information described in that clause; and (2) in the case of any disclosure made pursuant to clauses (B), (C) or (D) of this Section 8.6(b)(ii), use its reasonable best efforts to: (a) give reasonable prior Notification of such disclosure to the Manager extent possible, reliable assurances that confidential treatment will be accorded to afford the Manager the opportunity to obtain an appropriate protective order and (b) inform each recipient of such information of the confidential nature of such information.

Exceptions to General Rule of Confidentiality. Notwithstanding the provisions of Section 8.6(a): (i) A Member or Assignee of a Series may provide or disclose Confidential Information to its members, partners, shareholders, directors, officers and employees, to its financial, legal, tax and other advisors, and to such other Persons as the Manager Managing Member may approve in its sole and absolute discretion (each of the foregoing, an “Authorized Person”), for any purpose reasonably related to its interest in such Series; provided, however, that such Member or Assignee notifies each such Authorized Person in writing of the restrictions set forth in this Section 8.6 and states in such writing, in a prominent fashion, that such Authorized Person, by receiving such Confidential Information, shall be deemed to have agreed to comply with such restrictions for the benefit of the Company, such Series and the ManagerManaging Member. (ii) A Member or Assignee of a Series or any of its Authorized Persons may provide or disclose Confidential Information to any Person if: (A) the information contemplated to be provided or disclosed is publicly known at the time of the proposed disclosure as a result of actions other than a breach by such Member or Assignee or any of its Authorized Persons of the provisions of this Section 8.6; (B) such disclosure is required by law or regulation; (C) such disclosure is required to be made by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assignee; (D) such disclosure is made in good faith in response to a written request for information by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assignee; (E) such disclosure is made in good faith during the course of an examination of such Member or Assignee by a Governmental Entity or self-regulatory organization having jurisdiction over such Member or Assignee; or (F) such disclosure is approved in advance by the Manager Managing Member in its sole and absolute discretion. A Member or Assignee or its Authorized Person who discloses Confidential Information pursuant to this Section 8.6(b)(ii) shall: (1) in the case of any disclosure made pursuant to clause (E) of this Section 8.6(b)(ii), promptly provide the Manager Managing Member a copy of the written request for information described in that clause; and (2) in the case of any disclosure made pursuant to clauses (B), (C) or (D) of this Section 8.6(b)(ii), use its reasonable best efforts to: (a) give reasonable prior Notification of such disclosure to the Manager Managing Member to afford the Manager Managing Member the opportunity to obtain an appropriate protective order and (b) inform each recipient of such information of the confidential nature of such information.