Common use of Restrictions on Disclosure of Information Clause in Contracts

Restrictions on Disclosure of Information. For a period of three (3) years after the earlier of (x) the dissolution of the Company or (y) the date upon which such Member ceases to be a Member of the Company: (a) Each Member shall, and shall cause its Affiliates and its and its Affiliates’ directors, officers, employees, agents and Representatives to, hold in confidence, in accordance with no less than the standards of confidentiality that it uses with respect to its own Confidential Information (as defined below), and in no event less than a reasonable standard of care, all documents and Information concerning any other party hereto furnished it by such other party or its representatives in connection with the transactions contemplated by this Agreement which the Board notifies such Member that it in good faith believes it is not in the best interest of the Company to disclose or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential (the “Confidential Information”). Notwithstanding the foregoing, each Member and each of its Affiliates may disclose such Confidential Information to the extent that such Confidential Information is required, in such Member’s sole discretion, in connection with the preparation of any financial, reserve or other information as needed or appropriate to be included in the public filings of such Member or is required to be disclosed to lenders of Indebtedness, provided such lenders are under an obligation to keep such Confidential Information confidential, or such Member or Affiliate can demonstrate that such Confidential Information is or was (i) generally available to the public other than by the breach of this Agreement, or (ii) lawfully acquired from a third Person on a non-confidential basis or independently developed by, or on behalf of, such Person. Notwithstanding the foregoing, each Member and its Affiliates may disclose such Confidential Information to the extent that such Person reasonably believes it is legally compelled to disclose such Confidential Information by judicial or administrative process or to any tribunal, agency, Governmental Authority, including, but not limited to, the New York Stock Exchange, or else stand liable for contempt or suffer other censure or financial penalty or is otherwise required by law to disclose such Confidential Information. Each Member shall maintain, and shall cause its Affiliates to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 10.4(a). Nothing contained in this Section 10.4 shall be deemed to limit the disclosure by a Member of its own Confidential Information. (b) Each Member shall (i) not, directly or indirectly, use the Confidential Information of the Company, except (x) as necessary in the ordinary course of the Company’s or such Member’s business or (y) as otherwise agreed between the Company and any Member, or disclose the Confidential Information of the Company to any third party and (ii) inform all of its employees to whom the Confidential Information of the Company is entrusted or exposed of the requirements of this Section and of their obligations relating thereto. Notwithstanding the foregoing, in connection with a potential merger, acquisition, disposition, financing or other transaction or any potential Transfer of Units or New Mountain Finance Common Stock by a Member, such Member may disclose Confidential Information of the Company to third parties if the Member requires the recipients of such Confidential Information to sign an agreement of confidentiality and nondisclosure reasonably satisfactory to such Member. (c) The Company shall preserve the confidentiality of all Confidential Information supplied by the Members and their Affiliates (“Member Information”) to the same extent that a Member must preserve the confidentiality of Confidential Information pursuant to Sections 10.4(a) and (b). (d) Member Information shall not be supplied by the Company or its Subsidiaries to any Person, including any other Member, who is not an employee of the Company or the Investment Adviser, including any employee of a Member who is not an employee of the Company or the Investment Adviser. Notwithstanding the foregoing, Member Information may be disclosed to the Member’s Representatives and to authorized third-party contractors of the Company if the Company determines that such disclosure is reasonably necessary to further the business of the Company, and if such contractor executes a non-disclosure agreement preventing such contractor from disclosing such Member Information for the benefit of each provider of Member Information in a form reasonably acceptable to the Members providing such Member’s Information. Member Information disclosed by any Member to the Company or the Investment Adviser shall not be shared with any other Member that is not the Investment Adviser without the disclosing Member’s written consent.

Restrictions on Disclosure of Information. For (a) Without limiting any rights or obligations under any other agreement between or among the parties hereto and/or any of their respective Affiliates relating to confidentiality, for a period of three (3) years after following the earlier of (x) the dissolution Contribution Date, each of the Company or (y) the date upon which such Member ceases to be a Member of the Company: (a) Each Member shallparties hereto agrees that it shall not, and shall cause not permit any of its Affiliates and its and its Affiliates’ directors, officers, employees, agents and or Representatives to, hold in confidence, in accordance with no less than the standards of confidentiality that it uses with respect to its own disclose any Confidential Information (as defined below)to any Person, and in no event less other than to such Affiliates or Representatives on a reasonable standard of care, all documents and Information concerning any other party hereto furnished it by such other party or its representatives need-to-know basis in connection with the transactions contemplated by this Agreement purpose for which the Board notifies such Member that it in good faith believes it is not in the best interest of the Company to disclose or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential (the “Confidential Information”)Information was originally disclosed. Notwithstanding the foregoing, each Member of the parties hereto and each of its respective Affiliates and Representatives may disclose such Confidential Information, and such Information shall no longer be deemed Confidential Information, to the extent that such Confidential Information is required, in such Member’s sole discretion, in connection with the preparation of any financial, reserve or other information as needed or appropriate to be included in the public filings of such Member or is required to be disclosed to lenders of Indebtedness, provided such lenders are under an obligation to keep such Confidential Information confidential, or such Member or Affiliate party can demonstrate that such Confidential Information is or was (i) generally available to such party outside the context of the Prior Relationship on a nonconfidential basis prior to its disclosure by the other party, (ii) in the public domain other than by the breach of this AgreementAgreement or by breach of any other agreement between or among the parties hereto and/or any of their respective Affiliates relating to confidentiality, or (iiiii) lawfully acquired from a third Person outside the context of the Prior Relationship on a non-confidential nonconfidential basis or independently developed by, or on behalf of, such Person. Notwithstanding the foregoing, each Member and its Affiliates may disclose such Confidential Information to the extent that such Person reasonably believes it is legally compelled to disclose such Confidential Information party by judicial or administrative process or to any tribunal, agency, Governmental Authority, including, but Persons who do not limited have access to, the New York Stock Exchangeor descriptions of, or else stand liable for contempt or suffer other censure or financial penalty or is otherwise required by law to disclose any such Confidential Information. Additionally, notwithstanding anything to the contrary herein, any Information provided by Daisytek to PFSweb or by PFSweb to Daisytek shall, except as otherwise set forth in any of the Ancillary Agreements, not be deemed Confidential Information with respect to the use of such Information by PFSweb in the ordinary course of the PFS Business or by Daisytek in the ordinary course of Daisytek's business, respectively. (b) Each Member of the parties hereto shall maintain, and shall cause its their respective Affiliates to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 10.4(a). Nothing contained in this Section 10.4 shall be deemed to limit the disclosure by a Member of its own Confidential InformationSection. (b) Each Member shall (i) not, directly or indirectly, use the Confidential Information of the Company, except (x) as necessary in the ordinary course of the Company’s or such Member’s business or (y) as otherwise agreed between the Company and any Member, or disclose the Confidential Information of the Company to any third party and (ii) inform all of its employees to whom the Confidential Information of the Company is entrusted or exposed of the requirements of this Section and of their obligations relating thereto. Notwithstanding the foregoing, in connection with a potential merger, acquisition, disposition, financing or other transaction or any potential Transfer of Units or New Mountain Finance Common Stock by a Member, such Member may disclose Confidential Information of the Company to third parties if the Member requires the recipients of such Confidential Information to sign an agreement of confidentiality and nondisclosure reasonably satisfactory to such Member. (c) The Company shall preserve the confidentiality of all Confidential Information supplied by the Members and their Affiliates (“Member Information”) to the same extent that a Member must preserve the confidentiality of Confidential Information pursuant to Sections 10.4(a) and (b). (d) Member Information shall not be supplied by the Company or its Subsidiaries to any Person, including any other Member, who is not an employee of the Company or the Investment Adviser, including any employee of a Member who is not an employee of the Company or the Investment Adviser. Notwithstanding the foregoing, Member Information may be disclosed to the Member’s Representatives and to authorized third-party contractors of the Company if the Company determines that such disclosure is reasonably necessary to further the business of the Company, and if such contractor executes a non-disclosure agreement preventing such contractor from disclosing such Member Information for the benefit of each provider of Member Information in a form reasonably acceptable to the Members providing such Member’s Information. Member Information disclosed by any Member to the Company or the Investment Adviser shall not be shared with any other Member that is not the Investment Adviser without the disclosing Member’s written consent.

Restrictions on Disclosure of Information. For a period of three (3) years after the earlier of (x) the dissolution of the Company and the termination of this Agreement or (y) the date upon which such Member ceases to be a Member of the Company: (a) Each Member shall, and shall cause its Affiliates and its and its Affiliates’ ' directors, officers, employees, agents and Representatives to, hold in confidence, in accordance with no less than the standards of confidentiality that it uses with respect to its own Confidential Information (as defined below), and in no event less than a reasonable standard of care, all documents and Information concerning any other party hereto furnished it by such other party or its representatives in connection with the transactions contemplated by this Agreement which the Board Manager notifies such Member that it in good faith believes it is not in the best interest of the Company to disclose or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential (the “"Confidential Information”"). Notwithstanding the foregoing, each Member and each of its Affiliates may disclose such Confidential Information to the extent that such Confidential Information is required, in such Member’s 's sole discretion, in connection with the preparation of any financial, reserve or other information as needed or appropriate to be included in the public filings of such Member or is required to be disclosed to lenders of Indebtedness, provided such lenders are under an obligation to keep such Confidential Information confidential, or such Member or Affiliate can demonstrate that such Confidential Information is or was (i) generally available to the public other than by the breach of this Agreement, or (ii) lawfully acquired from a third Person on a non-confidential basis or independently developed by, or on behalf of, such Person. Notwithstanding the foregoing, each Member and its Affiliates may disclose such Confidential Information to the extent that such Person reasonably believes it is legally compelled to disclose such Confidential Information by judicial or administrative process or to any tribunal, agency, Governmental Authority, including, but not limited to, the New York Stock Exchange, or else stand liable for contempt or suffer other censure or financial penalty or is otherwise required by law Law to disclose such Confidential Information. Each Member shall maintain, and shall cause its Affiliates to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 10.4(a10.3(a). Nothing contained in this Section 10.4 10.3 shall be deemed to limit the disclosure by a Member of its own Confidential Information. (b) Each Member shall (i) not, directly or indirectly, use the Confidential Information of the Company, except (x) as necessary in the ordinary course of the Company’s 's or such Member’s 's business or (y) as otherwise agreed between the Company and any Member, or disclose the Confidential Information of the Company to any third party and (ii) inform all of its employees to whom the Confidential Information of the Company is entrusted or exposed of the requirements of this Section and of their obligations relating thereto. Notwithstanding the foregoing, in connection with a potential merger, acquisition, disposition, financing or other transaction or any potential Transfer of Units or New Mountain Finance CPE Common Stock by a Member, such Member may disclose Confidential Information of the Company to third third-parties if the Member requires the recipients of such Confidential Information to sign an agreement of confidentiality and nondisclosure reasonably satisfactory to such Member. (c) The Company shall preserve the confidentiality of all Confidential Information supplied by the Members and their Affiliates (“"Member Information”") to the same extent that a Member must preserve the confidentiality of Confidential Information pursuant to Sections 10.4(a10.3(a) and (b). (d) Member Information shall not be supplied by the Company or its Subsidiaries to any Person, including any other Member, who is not an employee of the Company or the Investment AdviserManager, including any employee of a Member who is not an employee of the Company or the Investment AdviserManager. Notwithstanding the foregoing, Member Information may be disclosed to the Member’s 's Representatives and to authorized third-party contractors of the Company if the Company determines that such disclosure is reasonably necessary to further the business of the Company, and if such contractor executes a non-disclosure agreement preventing such contractor from disclosing such Member Information for the benefit of each provider of Member Information in a form reasonably acceptable to the Members providing such Member’s 's Information. Member Information disclosed by any Member to the Company or the Investment Adviser Manager shall not be shared with any other Member that is not the Investment Adviser Manager without the disclosing Member’s 's written consent.

Restrictions on Disclosure of Information. For From and after the Closing Date: (a) Generally. Without limiting any rights or obligations under any other existing agreement between the Parties and/or any other members of their respective Group relating to confidentiality, for a period of three (3) years after the earlier of (x) the dissolution of the Company or (y) following the date upon which such Member ceases to be a Member of the Company: (a) Each Member receipt of any confidential and/or proprietary Information, each Party shall, and each Party shall cause its Affiliates respective Group members and its and its Affiliates’ directors, officers, employees, agents and Representatives to, hold in confidence, in accordance with no less than the standards of confidentiality that it uses with respect to its own Confidential Information (as defined below)confidential Information, and in no event less than a reasonable standard of care, all documents confidential and proprietary Information concerning the other Group that is either in its possession as of the Closing Date or furnished by the other Group or its respective Representatives at any time pursuant to this Agreement or any other party hereto furnished it by such other party Transaction Document or its representatives in connection with the transactions contemplated by this Agreement which the Board notifies such Member that it in good faith believes it is not in the best interest of the Company to disclose hereby or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential (the “Confidential Information”)thereby. Notwithstanding the foregoing, each Member Party, its respective Group members and each of its Affiliates their respective Representatives may disclose such Confidential Information to the extent that such Confidential Information is required, in such Member’s sole discretion, in connection with the preparation of any financial, reserve or other information as needed or appropriate to be included in the public filings of such Member or is required to be disclosed to lenders of Indebtedness, provided such lenders are under an obligation to keep such Confidential Information confidential, or such Member or Affiliate Person can demonstrate that such Confidential Information is or was (i) generally available to the public other than by the breach of this AgreementAgreement or by breach of any other agreement between or among the Parties and/or any of their respective Group members relating to confidentiality, or (ii) lawfully acquired from a third Person on a non-confidential basis or independently developed by, or on behalf of, such PersonPerson by Persons who do not have access to, or descriptions of, any such Information. Notwithstanding the foregoing, each Member Party, its respective Group members and its Affiliates each of their respective Representatives may disclose such Confidential Information to the extent that such Person reasonably believes it is legally compelled to disclose such Confidential Information by judicial or administrative process or to any tribunal, agency, Governmental Authoritygovernmental authority or self regulatory organization, including, but not limited to, the New York Stock Exchange, or else stand liable for contempt or suffer other censure or financial penalty or is otherwise required by law Law to disclose such Confidential Information. Each Member Party shall maintain, and shall cause its Affiliates respective Group members and Representatives to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 10.4(a)4.1. Nothing contained in this Section 10.4 4.1 shall be deemed to limit the disclosure by a Member Party of its own Confidential confidential Information. (b) Each Member shall (i) not, directly or indirectly, use the Confidential Information of the Company, except (x) as necessary in the ordinary course of the Company’s or such Member’s business or (y) as otherwise agreed between the Company and any Member, or disclose the Confidential Information of the Company to any third party and (ii) inform all of its employees to whom the Confidential Information of the Company is entrusted or exposed of the requirements of this Section and of their obligations relating thereto. Notwithstanding the foregoing, in connection with a potential merger, acquisition, disposition, financing or other transaction or any potential Transfer of Units or New Mountain Finance Common Stock by a Member, such Member may disclose Confidential Information of the Company to third parties if the Member requires the recipients of such Confidential Information to sign an agreement of confidentiality and nondisclosure reasonably satisfactory to such Member. (c) The Company shall preserve the confidentiality of all Confidential Information supplied by the Members and their Affiliates (“Member Information”) to the same extent that a Member must preserve the confidentiality of Confidential Information pursuant to Sections 10.4(a) and (b). (d) Member Information shall not be supplied by the Company or its Subsidiaries to any Person, including any other Member, who is not an employee of the Company or the Investment Adviser, including any employee of a Member who is not an employee of the Company or the Investment Adviser. Notwithstanding the foregoing, Member Information may be disclosed to the Member’s Representatives and to authorized third-party contractors of the Company if the Company determines that such disclosure is reasonably necessary to further the business of the Company, and if such contractor executes a non-disclosure agreement preventing such contractor from disclosing such Member Information for the benefit of each provider of Member Information in a form reasonably acceptable to the Members providing such Member’s Information. Member Information disclosed by any Member to the Company or the Investment Adviser shall not be shared with any other Member that is not the Investment Adviser without the disclosing Member’s written consent.

Restrictions on Disclosure of Information. For (a) Without limiting any rights or obligations under any other agreement between or among the parties hereto and/or any of their respective Affiliates relating to confidentiality, for a period of three (3) years after following the earlier of (x) the dissolution Effective Date, each of the Company or (y) the date upon which such Member ceases to be a Member of the Company: (a) Each Member shallparties hereto agrees that it shall not, and shall cause not permit any of its Affiliates and its and its Affiliates’ directors, officers, employees, agents and or Representatives to, hold in confidence, in accordance with no less than the standards of confidentiality that it uses with respect to its own disclose any Confidential Information (as defined below)to any Person, and in no event less other than to such Affiliates or Representatives on a reasonable standard of care, all documents and Information concerning any other party hereto furnished it by such other party or its representatives need-to-know basis in connection with the transactions contemplated by this Agreement purpose for which the Board notifies such Member that it in good faith believes it is not in the best interest of the Company to disclose or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential (the “Confidential Information”)Information was originally disclosed. Notwithstanding the foregoing, each Member of the parties hereto and each of its respective Affiliates and Representatives may disclose such Confidential Information, and such Information shall no longer be deemed Confidential Information, to the extent that such Confidential Information is required, in such Member’s sole discretion, in connection with the preparation of any financial, reserve or other information as needed or appropriate to be included in the public filings of such Member or is required to be disclosed to lenders of Indebtedness, provided such lenders are under an obligation to keep such Confidential Information confidential, or such Member or Affiliate party can demonstrate that such Confidential Information is or was (i) generally available to such party outside the context of the Prior Relationship on a nonconfidential basis prior to its disclosure by the other party, (ii) in the public domain other than by the breach of this AgreementAgreement or by breach of any other agreement between or among the parties hereto and/or any of their respective Affiliates relating to confidentiality, or (iiiii) lawfully acquired from a third Person outside the context of the Prior Relationship on a non-confidential nonconfidential basis or (iv) independently developed by, or on behalf of, such Person. Notwithstanding the foregoing, each Member and its Affiliates may disclose such Confidential Information to the extent that such Person reasonably believes it is legally compelled to disclose such Confidential Information party by judicial or administrative process or to any tribunal, agency, Governmental Authority, including, but Persons who do not limited have access to, the New York Stock Exchangeor descriptions of, or else stand liable for contempt or suffer other censure or financial penalty or is otherwise required by law to disclose any such Confidential Information. Additionally, notwithstanding anything to the contrary herein, any Information provided by GLC to OSCA or by OSCA to GLC shall, except as hereafter agreed to in writing by the parties, not be deemed Confidential Information with respect to the use of such Information by OSCA in the ordinary course of OSCA's business or by GLC in the ordinary course of GLC's business, respectively. (b) Each Member of the parties hereto shall maintain, and shall cause its their respective Affiliates to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 10.4(a). Nothing contained in this Section 10.4 shall be deemed to limit the disclosure by a Member of its own Confidential Information5.01. (b) Each Member shall (i) not, directly or indirectly, use the Confidential Information of the Company, except (x) as necessary in the ordinary course of the Company’s or such Member’s business or (y) as otherwise agreed between the Company and any Member, or disclose the Confidential Information of the Company to any third party and (ii) inform all of its employees to whom the Confidential Information of the Company is entrusted or exposed of the requirements of this Section and of their obligations relating thereto. Notwithstanding the foregoing, in connection with a potential merger, acquisition, disposition, financing or other transaction or any potential Transfer of Units or New Mountain Finance Common Stock by a Member, such Member may disclose Confidential Information of the Company to third parties if the Member requires the recipients of such Confidential Information to sign an agreement of confidentiality and nondisclosure reasonably satisfactory to such Member. (c) The Company shall preserve the confidentiality of all Confidential Information supplied by the Members and their Affiliates (“Member Information”) to the same extent that a Member must preserve the confidentiality of Confidential Information pursuant to Sections 10.4(a) and (b). (d) Member Information shall not be supplied by the Company or its Subsidiaries to any Person, including any other Member, who is not an employee of the Company or the Investment Adviser, including any employee of a Member who is not an employee of the Company or the Investment Adviser. Notwithstanding the foregoing, Member Information may be disclosed to the Member’s Representatives and to authorized third-party contractors of the Company if the Company determines that such disclosure is reasonably necessary to further the business of the Company, and if such contractor executes a non-disclosure agreement preventing such contractor from disclosing such Member Information for the benefit of each provider of Member Information in a form reasonably acceptable to the Members providing such Member’s Information. Member Information disclosed by any Member to the Company or the Investment Adviser shall not be shared with any other Member that is not the Investment Adviser without the disclosing Member’s written consent.

Restrictions on Disclosure of Information. For a period of three (3) years after the earlier of (x) the dissolution of the Company and the termination of this Agreement or (y) the date upon which such Member ceases to be a Member of the Company: (a) Each Member shall, and shall cause its Affiliates and its and its Affiliates’ directors, officers, employees, agents and Representatives to, hold in confidence, in accordance with no less than the standards of confidentiality that it uses with respect to its own Confidential Information (as defined below), and in no event less than a reasonable standard of care, all documents and Information concerning any other party hereto furnished it by such other party or its representatives in connection with the transactions contemplated by this Agreement which the Board Manager notifies such Member that it in good faith believes it is not in the best interest of the Company to disclose or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential (the “Confidential Information”). Notwithstanding the foregoing, each Member and each of its Affiliates may disclose such Confidential Information to the extent that such Confidential Information is required, in such Member’s sole discretion, in connection with the preparation of any financial, reserve or other information as needed or appropriate to be included in the public filings of such Member or is required to be disclosed to lenders of Indebtedness, provided such lenders are under an obligation to keep such Confidential Information confidential, or such Member or Affiliate can demonstrate that such Confidential Information is or was (i) generally available to the public other than by the breach of this Agreement, or (ii) lawfully acquired from a third Person on a non-confidential basis or independently developed by, or on behalf of, such Person. Notwithstanding the foregoing, each Member and its Affiliates may disclose such Confidential Information to the extent that such Person reasonably believes it is legally compelled to disclose such Confidential Information by judicial or administrative process or to any tribunal, agency, Governmental Authority, including, but not limited to, the New York Stock Exchange, or else stand liable for contempt or suffer other censure or financial penalty or is otherwise required by law Law to disclose such Confidential Information. Each Member shall maintain, and shall cause its Affiliates to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 10.4(a10.3(a). Nothing contained in this Section 10.4 10.3 shall be deemed to limit the disclosure by a Member of its own Confidential Information. (b) Each Member shall (i) not, directly or indirectly, use the Confidential Information of the Company, except (x) as necessary in the ordinary course of the Company’s or such Member’s business or (y) as otherwise agreed between the Company and any Member, or disclose the Confidential Information of the Company to any third party and (ii) inform all of its employees to whom the Confidential Information of the Company is entrusted or exposed of the requirements of this Section and of their obligations relating thereto. Notwithstanding the foregoing, in connection with a potential merger, acquisition, disposition, financing or other transaction or any potential Transfer of Units or New Mountain Finance CPE Common Stock by a Member, such Member may disclose Confidential Information of the Company to third third-parties if the Member requires the recipients of such Confidential Information to sign an agreement of confidentiality and nondisclosure reasonably satisfactory to such Member. (c) The Company shall preserve the confidentiality of all Confidential Information supplied by the Members and their Affiliates (“Member Information”) to the same extent that a Member must preserve the confidentiality of Confidential Information pursuant to Sections 10.4(a10.3(a) and (b). (d) Member Information shall not be supplied by the Company or its Subsidiaries to any Person, including any other Member, who is not an employee of the Company or the Investment AdviserManager, including any employee of a Member who is not an employee of the Company or the Investment AdviserManager. Notwithstanding the foregoing, Member Information may be disclosed to the Member’s Representatives and to authorized third-party contractors of the Company if the Company determines that such disclosure is reasonably necessary to further the business of the Company, and if such contractor executes a non-disclosure agreement preventing such contractor from disclosing such Member Information for the benefit of each provider of Member Information in a form reasonably acceptable to the Members providing such Member’s Information. Member Information disclosed by any Member to the Company or the Investment Adviser Manager shall not be shared with any other Member that is not the Investment Adviser Manager without the disclosing Member’s written consent.

Restrictions on Disclosure of Information. For a period of three (3) years after the earlier of (x) the dissolution of the Company or (y) the date upon which such Member ceases to be a Member of the Company: (a) Each Member shallWithout limiting its obligations under any other agreement between or among the Parties hereto and/or any of their respective Affiliates relating to confidentiality, subject to Section 5.02, each of the Parties hereto agrees that it shall not, and shall cause not permit any of its Affiliates and its and its Affiliates’ directors, officers, employees, agents and or Representatives to, hold in confidence, in accordance with no less than the standards of confidentiality that it uses with respect to its own disclose any Confidential Information (as defined below)to any Person, other than to such Affiliates, Representatives or lenders and in no event less than other financing parties on a reasonable standard of care, all documents and Information concerning any other party hereto furnished it by such other party or its representatives need-to-know basis in connection with the transactions contemplated by this Agreement purpose for which the Board notifies such Member that it in good faith believes it is not in the best interest of the Company to disclose or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential (the “Confidential Information”)Information was originally disclosed. Notwithstanding the foregoing, each Member of the Parties hereto and each of its respective Affiliates and Representatives may disclose such Confidential Information, and such Information shall no longer be deemed Confidential Information, to the extent that such Confidential Information is required, in such Member’s sole discretion, in connection with the preparation of any financial, reserve or other information as needed or appropriate to be included in the public filings of such Member or is required to be disclosed to lenders of Indebtedness, provided such lenders are under an obligation to keep such Confidential Information confidential, or such Member or Affiliate Party can demonstrate that such Confidential Information is or was (i) generally available to such Party (A) not as a result of the Acquisition Relationship, and (B) outside the context of the Prior Relationship, on a nonconfidential basis prior to its disclosure by the other Party, (ii) in the public domain other than by the breach of this AgreementAgreement or by breach of any other agreement between or among the Parties hereto and/or any of their respective Affiliates relating to confidentiality, or (iiiii) lawfully acquired from a third Person outside the context of the Acquisition Relationship and the Prior Relationship on a non-confidential nonconfidential basis or independently developed by, or on behalf of, such Person. Notwithstanding the foregoing, each Member and its Affiliates may disclose such Confidential Information to the extent that such Person reasonably believes it is legally compelled to disclose such Confidential Information Party by judicial or administrative process or to any tribunal, agency, Governmental Authority, including, but Persons who do not limited have access to, the New York Stock Exchangeor descriptions of, or else stand liable for contempt or suffer other censure or financial penalty or is otherwise required by law to disclose any such Confidential Information. . (b) Each Member of the Parties hereto shall maintain, and shall cause its their respective Affiliates to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 10.4(a). Nothing contained in this Section 10.4 shall be deemed to limit the disclosure by a Member of its own Confidential Information. (b) Each Member shall (i) not, directly or indirectly, use the Confidential Information of the Company, except (x) as necessary in the ordinary course of the Company’s or such Member’s business or (y) as otherwise agreed between the Company and any Member, or disclose the Confidential Information of the Company to any third party and (ii) inform all of its employees to whom the Confidential Information of the Company is entrusted or exposed of the requirements of this Section and of their obligations relating thereto. Notwithstanding the foregoing, in connection with a potential merger, acquisition, disposition, financing or other transaction or any potential Transfer of Units or New Mountain Finance Common Stock by a Member, such Member may disclose Confidential Information of the Company to third parties if the Member requires the recipients of such Confidential Information to sign an agreement of confidentiality and nondisclosure reasonably satisfactory to such Member5.01. (c) The Company Notwithstanding any provision in this Agreement to the contrary, this Section 5.01 shall preserve not preclude the confidentiality of all parties hereto from including any Confidential Information supplied by the Members and their Affiliates in (“Member Information”i) any filings to be made pursuant to the same extent that a Member must preserve Securities Act of 1933, as amended, or the confidentiality Securities and Exchange Act of Confidential Information pursuant 1934, as amended, or (ii) any filings, correspondence or other information to Sections 10.4(a) and (b). (d) Member Information shall not be supplied by the Company or its Subsidiaries provided to any PersonTax authority; provided, including any other Member, who is not an employee of the Company or the Investment Adviser, including any employee of a Member who is not an employee of the Company or the Investment Adviser. Notwithstanding the foregoing, Member Information may be disclosed to the Member’s Representatives and to authorized third-party contractors of the Company if the Company determines that (i) only such disclosure portion as is reasonably necessary to further be disclosed shall be disclosed, and (ii) the disclosing party shall give the other Party five business days prior notice of any disclosure, providing the Owning Party with a copy of the Company, and if Confidential Information to be disclosed at such contractor executes a non-disclosure agreement preventing such contractor from disclosing such Member Information for the benefit of each provider of Member Information in a form reasonably acceptable to the Members providing such Member’s Information. Member Information disclosed by any Member to the Company or the Investment Adviser shall not be shared with any other Member that is not the Investment Adviser without the disclosing Member’s written consenttime.

Restrictions on Disclosure of Information. For (a) Without limiting any rights or obligations under any other agreement between or among the parties hereto and/or any of their respective Affiliates relating to confidentiality, for a period of three (3) years after following the earlier of (x) the dissolution Contribution Date, each of the Company or (y) the date upon which such Member ceases to be a Member of the Company: (a) Each Member shallparties hereto agrees that it shall not, and shall cause not permit any of its Affiliates and its and its Affiliates’ directors, officers, employees, agents and or Representatives to, hold in confidence, in accordance with no less than the standards of confidentiality that it uses with respect to its own disclose any Confidential Information (as defined below)to any Person, and in no event less other than to such Affiliates or Representatives on a reasonable standard of care, all documents and Information concerning any other party hereto furnished it by such other party or its representatives need-to-know basis in connection with the transactions contemplated by this Agreement purpose for which the Board notifies such Member that it in good faith believes it is not in the best interest of the Company to disclose or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential (the “Confidential Information”)Information was originally disclosed. Notwithstanding the foregoing, each Member of the parties hereto and each of its respective Affiliates and Representatives may disclose such Confidential Information, and such Information shall no longer be deemed Confidential Information, to the extent that such Confidential Information is required, in such Member’s sole discretion, in connection with the preparation of any financial, reserve or other information as needed or appropriate to be included in the public filings of such Member or is required to be disclosed to lenders of Indebtedness, provided such lenders are under an obligation to keep such Confidential Information confidential, or such Member or Affiliate party can demonstrate that such Confidential Information is or was (i) generally available to such party outside the context of the Prior Relationship on a nonconfidential basis prior to its disclosure by the other party, (ii) in the public domain other than by the breach of this AgreementAgreement or by breach of any other agreement between or among the parties hereto and/or any of their respective Affiliates relating to confidentiality, or (iiiii) lawfully acquired from a third Person outside the context of the Prior Relationship on a non-confidential nonconfidential basis or independently developed by, or on behalf of, such Person. Notwithstanding the foregoing, each Member and its Affiliates may disclose such Confidential Information to the extent that such Person reasonably believes it is legally compelled to disclose such Confidential Information party by judicial or administrative process or to any tribunal, agency, Governmental Authority, including, but Persons who do not limited have access to, the New York Stock Exchangeor descriptions of, or else stand liable for contempt or suffer other censure or financial penalty or is otherwise required by law to disclose any such Confidential Information. Additionally, notwithstanding anything to the contrary herein, any Information provided by GM to Delphi or by Delphi to GM shall, except as hereafter agreed to in writing by the parties, not be deemed Confidential Information with respect to the use of such Information by Delphi in the ordinary course of Delphi's business or by GM in the ordinary course of GM's business, respectively. (b) Each Member of the parties hereto shall maintain, and shall cause its their respective Affiliates to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 10.4(a). Nothing contained in this Section 10.4 shall be deemed to limit the disclosure by a Member of its own Confidential Information6.01. (b) Each Member shall (i) not, directly or indirectly, use the Confidential Information of the Company, except (x) as necessary in the ordinary course of the Company’s or such Member’s business or (y) as otherwise agreed between the Company and any Member, or disclose the Confidential Information of the Company to any third party and (ii) inform all of its employees to whom the Confidential Information of the Company is entrusted or exposed of the requirements of this Section and of their obligations relating thereto. Notwithstanding the foregoing, in connection with a potential merger, acquisition, disposition, financing or other transaction or any potential Transfer of Units or New Mountain Finance Common Stock by a Member, such Member may disclose Confidential Information of the Company to third parties if the Member requires the recipients of such Confidential Information to sign an agreement of confidentiality and nondisclosure reasonably satisfactory to such Member. (c) The Company shall preserve the confidentiality of all Confidential Information supplied by the Members and their Affiliates (“Member Information”) to the same extent that a Member must preserve the confidentiality of Confidential Information pursuant to Sections 10.4(a) and (b). (d) Member Information shall not be supplied by the Company or its Subsidiaries to any Person, including any other Member, who is not an employee of the Company or the Investment Adviser, including any employee of a Member who is not an employee of the Company or the Investment Adviser. Notwithstanding the foregoing, Member Information may be disclosed to the Member’s Representatives and to authorized third-party contractors of the Company if the Company determines that such disclosure is reasonably necessary to further the business of the Company, and if such contractor executes a non-disclosure agreement preventing such contractor from disclosing such Member Information for the benefit of each provider of Member Information in a form reasonably acceptable to the Members providing such Member’s Information. Member Information disclosed by any Member to the Company or the Investment Adviser shall not be shared with any other Member that is not the Investment Adviser without the disclosing Member’s written consent.

Restrictions on Disclosure of Information. For a period of three (3) years after the earlier of (x) the dissolution of the Company or (y) the date upon which such Member ceases to be a Member of the Company: (a) Each Member shallWithout limiting its obligations under any other agreement between or among the Parties hereto and/or any of their respective Affiliates relating to confidentiality, subject to Section 5.02, each of the Parties hereto agrees that it shall not, and shall cause not permit any of its Affiliates and its and its Affiliates’ directors, officers, employees, agents and or Representatives to, hold in confidence, in accordance with no less than the standards of confidentiality that it uses with respect to its own disclose any Confidential Information (as defined below)to any Person, other than to such Affiliates, Representatives or lenders and in no event less than other financing parties on a reasonable standard of care, all documents and Information concerning any other party hereto furnished it by such other party or its representatives need-to- know basis in connection with the transactions contemplated by this Agreement purpose for which the Board notifies such Member that it in good faith believes it is not in the best interest of the Company to disclose or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential (the “Confidential Information”)Information was originally disclosed. Notwithstanding the foregoing, each Member of the Parties hereto and each of its respective Affiliates and Representatives may disclose such Confidential Information, and such Information shall no longer be deemed Confidential Information, to the extent that such Confidential Information is required, in such Member’s sole discretion, in connection with the preparation of any financial, reserve or other information as needed or appropriate to be included in the public filings of such Member or is required to be disclosed to lenders of Indebtedness, provided such lenders are under an obligation to keep such Confidential Information confidential, or such Member or Affiliate Party can demonstrate that such Confidential Information is or was (i) generally available to such Party (A) not as a result of the Acquisition Relationship, and (B) outside the context of the Prior Relationship, on a nonconfidential basis prior to its disclosure by the other Party, (ii) in the public domain other than by the breach of this AgreementAgreement or by breach of any other agreement between or among the Parties hereto and/or any of their respective Affiliates relating to confidentiality, or (iiiii) lawfully acquired from a third Person outside the context of the Acquisition Relationship and the Prior Relationship on a non-confidential nonconfidential basis or independently developed by, or on behalf of, such Person. Notwithstanding the foregoing, each Member and its Affiliates may disclose such Confidential Information to the extent that such Person reasonably believes it is legally compelled to disclose such Confidential Information Party by judicial or administrative process or to any tribunal, agency, Governmental Authority, including, but Persons who do not limited have access to, the New York Stock Exchangeor descriptions of, or else stand liable for contempt or suffer other censure or financial penalty or is otherwise required by law to disclose any such Confidential Information. . (b) Each Member of the Parties hereto shall maintain, and shall cause its their respective Affiliates to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 10.4(a). Nothing contained in this Section 10.4 shall be deemed to limit the disclosure by a Member of its own Confidential Information. (b) Each Member shall (i) not, directly or indirectly, use the Confidential Information of the Company, except (x) as necessary in the ordinary course of the Company’s or such Member’s business or (y) as otherwise agreed between the Company and any Member, or disclose the Confidential Information of the Company to any third party and (ii) inform all of its employees to whom the Confidential Information of the Company is entrusted or exposed of the requirements of this Section and of their obligations relating thereto. Notwithstanding the foregoing, in connection with a potential merger, acquisition, disposition, financing or other transaction or any potential Transfer of Units or New Mountain Finance Common Stock by a Member, such Member may disclose Confidential Information of the Company to third parties if the Member requires the recipients of such Confidential Information to sign an agreement of confidentiality and nondisclosure reasonably satisfactory to such Member5.01. (c) The Company Notwithstanding any provision in this Agreement to the contrary, this Section 5.01 shall preserve not preclude the confidentiality of all parties hereto from including any Confidential Information supplied by the Members and their Affiliates in (“Member Information”i) any filings to be made pursuant to the same extent that a Member must preserve Securities Act of 1933, as amended, or the confidentiality Securities and Exchange Act of Confidential Information pursuant 1934, as amended, or (ii) any filings, correspondence or other information to Sections 10.4(a) and (b). (d) Member Information shall not be supplied by the Company or its Subsidiaries provided to any PersonTax authority; provided, including any other Member, who is not an employee of the Company or the Investment Adviser, including any employee of a Member who is not an employee of the Company or the Investment Adviser. Notwithstanding the foregoing, Member Information may be disclosed to the Member’s Representatives and to authorized third-party contractors of the Company if the Company determines that (i) only such disclosure portion as is reasonably necessary to further be disclosed shall be disclosed, and (ii) the disclosing party shall give the other Party five business days prior notice of any disclosure, providing the Owning Party with a copy of the Company, and if Confidential Information to be disclosed at such contractor executes a non-disclosure agreement preventing such contractor from disclosing such Member Information for the benefit of each provider of Member Information in a form reasonably acceptable to the Members providing such Member’s Information. Member Information disclosed by any Member to the Company or the Investment Adviser shall not be shared with any other Member that is not the Investment Adviser without the disclosing Member’s written consenttime.