By executing this Agreement, each Member expressly agrees to maintain, for so long as such Person is a Member and at all times thereafter, the confidentiality of, and not to disclose to any Person other than the Company, another Member or a Person designated by the Company or any of their respective financial planners, accountants, attorneys or other advisors, any information relating to the business, financial structure, financial position or financial results, clients or affairs of the Company, or any Subsidiary of the Company that shall not be generally known to the public, except as otherwise required by applicable law or by any regulatory or self-regulatory organization having jurisdiction and except in the case of any Member who is employed by any entity controlled by the Company in the ordinary course of its duties; provided , however , that to the extent consistent with applicable law, a Member may provide its customary reports to its stockholders, limited partners, members or other owners, as the case may be, regarding its investment in the Company.  Notwithstanding the provisions of this Section 9.4 to the contrary, in the event that any Member desires to undertake any Transfer of its Membership Interest permitted by the Securityholders Agreement, such Member may, upon the execution of a confidentiality agreement (in form reasonably acceptable to the Company’s legal counsel) by the Company and any bona fide potential Transferee, disclose to such potential Transferee (unless such potential Transferee is a direct competitor of the Company or its Affiliates) information of the sort otherwise restricted by this Section 9.4 if such Member reasonably believes such disclosure is necessary for the purpose of Transferring such Membership Interest to the bona fide potential Transferee.