Common use of Confidential Advice Clause in Contracts

Confidential Advice. None of any advice rendered by Morgan Stanley to the Advisxx xxx Xxx-Xxxisor, as applicable, or any communication from Morgan Stanley in connectiox xxxx xxx xxxvices performed by Morgan Stanley pursuant to xxxx Xgxxxxxxx will be quoted or referred to orally or in writing, or reproduced or disseminated, by the Advisor and Sub-Advisor, as applicable, or any of their respective affiliates or any of its agents, without Morgan Stanley's prior writxxx xxxxxxx, xxxept (i) the Advisor and Sub-Advisor may disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request, so long as the Advisor and Sub-Advisor give Morgan Stanley prompt noticx xxxxexx xxxxss in the opinion of the Advisor's counsel and the Sub-Advisor's counsel they are not legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, Morgan Stanley and its counxxx, xnxxxx xx the opinion of the Advisor's counsel and the Sub-Advisor's counsel they are not legally able so to consult) and (iii) on a confidential need-to-know basis, to the Fund and its officers and directors and their legal counsel, auditors and other advisors. This confidentiality provision will terminate eighteen months from the date first written above.

Confidential Advice. None of any advice rendered by Morgan Stanley to the Advisxx xxx Xxx-Xxxisor, as applicable, or any communication from Morgan Stanley in connectiox xxxx xxx xxxvices performed by Morgan Stanley pursuant to xxxx Xgxxxxxxx will be quoted or referred to orally or in writing, or reproduced or disseminated, by the Advisor and Sub-Advisor, as applicable, or any of their respective affiliates or any of its their respective agents, without Morgan Stanley's prior writxxx xxxxxxx, xxxept (i) the Advisor and Sub-Advisor may disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request, so long as the Advisor and Sub-Advisor give Morgan Stanley prompt noticx xxxxexx xxxxss in the opinion of the Advisor's counsel and the Sub-Advisor's counsel they are not legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, Morgan Stanley and its counxxx, xnxxxx xx the opinion of the Advisor's counsel and the Sub-Advisor's counsel they are not legally able so to consult) and (iii) on a confidential need-to-know basis, to the Fund and its officers and directors and their legal counsel, auditors and other advisors. This confidentiality provision will terminate eighteen months from the date first written above.

Confidential Advice. None of any advice rendered by Morgan Stanley to the Advisxx xxx Xxx-Xxxisor, as applicable, Companies or any communication axx xxxmxxxxxxxon from Morgan Stanley in connectiox xxxx xxx xxxvices performed connection with thx xxxxixxx xxxformed by Morgan Stanley pursuant to xxxx Xgxxxxxxx will be this Agrexxxxx wxxx xx quoted or referred to orally or in writing, or reproduced or disseminated, by the Advisor and Sub-Advisor, as applicable, Companies or any of their respective affiliates or any of its their agents, without Morgan Stanley's prior writxxx xxxxxxxwritten consexx, xxxept xxxxxx (ix) the Advisor and Sub-Advisor xhe Companies may disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request, so long as the Advisor and Sub-Advisor Companies give Morgan Stanley prompt noticx xxxxexx xxxxss in the notice thereof xxxxxs xx xxx opinion of the Advisor's Companies' counsel and the Sub-Advisor's counsel they are it is not legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, Morgan Stanley and its counxxxcounsel, xnxxxx unlexx xx the opinion txx xxxxion of the Advisor's Companies' counsel and the Sub-Advisor's counsel they are it is not legally able so to consult) and (iii) on a confidential need-to-know basis, to the Fund and its officers and directors and their legal counsel, auditors and other advisors. This confidentiality provision will terminate eighteen months from the date first written above.

Confidential Advice. None of any advice rendered by Morgan Stanley to the Advisxx xxx Xxx-Xxxisor, as applicable, or any communication from Morgan Stanley in connectiox xxxx xxx xxxvices performed by Morgan Stanley pursuant to xxxx Xgxxxxxxx xxxs Xxxxxxent will be quoted or referred to orally or in writing, or reproduced or disseminated, by the Advisor and Sub-Advisor, as applicable, or any of their respective affiliates or any of its their respective agents, without Morgan Stanley's prior writxxx xxxxxxx, xxxept (i) the Advisor and Sub-Advisor may disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request, so long as the Advisor and Sub-Advisor give Morgan Stanley prompt noticx xxxxexx xxxxss in the opinion of the Advisor's counsel and the Sub-Advisor's counsel they are not legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, Morgan Stanley and its counxxx, xnxxxx xx the opinion of the Advisor's counsel and the Sub-Advisor's counsel they are not legally able so to consult) and (iii) on a confidential need-to-know basis, to the Fund and its officers and directors and their legal counsel, auditors and other advisors. This confidentiality provision will terminate eighteen months from the date first written above.

Confidential Advice. None of any advice rendered by Morgan Stanley Mxxxxx Sxxxxxx to the Advisxx xxx Xxx-Xxxisor, as applicable, Advisers or any communication from Morgan Stanley Mxxxxx Sxxxxxx in connectiox xxxx xxx xxxvices connection with the services performed by Morgan Stanley Mxxxxx Sxxxxxx pursuant to xxxx Xgxxxxxxx this Agreement will be quoted or referred to orally or in writing, or reproduced or disseminated, by the Advisor and Sub-Advisor, as applicable, Advisers or any of their respective affiliates or any of its their agents, without Morgan Stanley's Mxxxxx Xxxxxxx’x prior writxxx xxxxxxxwritten consent, xxxept except (i) the Advisor and Sub-Advisor Advisers may disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request, so long as the Advisor and Sub-Advisor Advisers give Morgan Stanley Mxxxxx Sxxxxxx prompt noticx xxxxexx xxxxss notice thereof unless in the opinion of the Advisor's Advisers’ counsel and the Sub-Advisor's counsel they are it is not legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, Morgan Stanley Mxxxxx Sxxxxxx and its counxxxcounsel, xnxxxx xx unless in the opinion of the Advisor's Advisers' counsel and the Sub-Advisor's counsel they are it is not legally able to so to consult) and (iii) on a confidential need-to-know basis, to the Fund and its officers and directors and their legal counsel, auditors and other advisors. This confidentiality provision will terminate eighteen months from the date first written above.

Confidential Advice. None of any advice rendered by Morgan Stanley to the Advisxx xxx XxxAdvisor and Sux-XxxisorXxxxsxx, as xx applicable, or any communication from Morgan Stanley in connectiox xxxx xxx xxxvices performed connection with thx xxxxixxx xxxformed by Morgan Stanley pursuant to xxxx Xgxxxxxxx will be this Agrexxxxx wxxx xx quoted or referred to orally or in writing, or reproduced or disseminated, by the Advisor and Sub-Advisor, as applicable, or any of their respective its affiliates or any of its agents, without Morgan Stanley's prior writxxx xxxxxxxwritten consexx, xxxept xxxxxx (ix) the xhe Advisor and Sub-Advisor may disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request, so long as the Advisor and Sub-Advisor give Morgan Stanley prompt noticx xxxxexx xxxxss in the notice thereof xxxxxs xx xxx opinion of the Advisor's counsel and the Sub-Advisor's counsel they are it is not legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, Morgan Stanley and its counxxxcounsel, xnxxxx unlexx xx the opinion txx xxxxion of the Advisor's counsel and the Sub-Advisor's counsel they are it is not legally able so to consult) and (iii) on a confidential need-to-know basis, to the Fund and its officers and directors and their legal counsel, auditors and other advisors. This confidentiality provision will terminate eighteen months from the date first written above.