Common use of Confidentiality of Company Information Clause in Contracts

Confidentiality of Company Information. (a) A Member will not be deemed to violate its Subscription Agreement or this Agreement if it discloses information relating to the Company (i) to any of its officers, directors, employees or Expanded Affiliates who need to know such information in order to fulfil their responsibilities in connection with such Member’s investment in the Company, (ii) to any Qatari government entities or the Amiri Diwan of the State of Qatar, the State Audit Bureau or other governing bodies having competent jurisdiction over such Member, (iii) to QIA or any of its employees, officers, directors, advisors or attorneys who need to know such information in order to fulfil their responsibilities in connection with the operation of such Member or QIA with respect to such Member’s investment in the Company, (iv) to any other governmental body having competent jurisdiction over such Member or QIA or (v) as required by law, regulation or legal process or pursuant to the request of any regulatory body, self-regulatory body, securities exchange or tax authority (including, without limitation, in the course of enforcing such Member’s rights under the its Subscription Agreement or this Agreement); provided that, with respect to disclosures pursuant to sub-clause (i) and (iii) above, such Member informs such Persons of the confidential nature of the information and such Persons agree to treat the information as confidential or such Persons are otherwise required to treat such information as confidential pursuant to applicable law or the contract of employment, appointment, engagement or similar. A Member shall not be obliged to (A) seek legal advice prior to disclosure of any information relating to the Company to any of the persons or entities listed in this Paragraph 5(a) or (B) provide any notice of any disclosure to any governmental body in Qatar. (b) Notwithstanding any provision of the Subscription Agreement or this Agreement to the contrary, a Member will not be required to take any legal action in connection with any cooperation with the Company, the Investment Adviser or their Affiliates, including defending in any court any request for disclosure where such Member has determined in good faith, after consultation with internal or independent legal counsel, that it is more likely than not that the disclosure of such information is required by applicable law.