Common use of Notwithstanding Section 3 Clause in Contracts

Notwithstanding Section 3. 06(a), but subject to the other provisions of this Section 3.06, a Member may make the following disclosures and uses of Confidential Information: (i) disclosures to another Member or to an Operator in connection with the Company; (ii) disclosures and uses that are approved in advance by the Series A Management Committee; (iii) disclosures that may be required from time to time to obtain requisite Authorizations or financing for the Facilities, if such disclosures are approved in advance by the Series A Management Committee; (iv) disclosures to an Affiliate of such Member, including the directors, officers, members, managers, employees, agents and advisors of such Affiliate, if such Affiliate has agreed to abide by the terms of this Section 3.06; provided, however, that in no event shall [***]; (v) disclosures to a Person that is not a Member or an Affiliate of a Member, if such Person has been retained by the Company, a Member, or an Operator to provide services in connection with the Company and has agreed to abide by the terms of this Section 3.06; (vi) disclosures to a bona fide potential direct or indirect purchaser, or parent of such purchaser, of such Member’s Membership Interest, if such potential purchaser has executed a confidentiality agreement in form and substance acceptable to the Series A Management Committee; (vii) disclosures required, with respect to a Member or an Affiliate of a Member, pursuant to (A) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, (B) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (C) any state securities Laws, or (D) any national securities exchange or automated quotation system; and (viii) disclosures that a Member is legally compelled to make by deposition, interrogatory, request for documents, subpoena, civil investigative demand, order of a court of competent jurisdiction, or similar process, or otherwise by Law or that a Member makes to a Governmental Authority or regulatory authority pursuant to a regulatory request, examination, or audit; provided that, prior to any such disclosure, such Member shall, to the extent legally permissible: (A) provide the Series A Management Committee with prompt notice of such requirements so that one or more of the Members may seek a protective order or other appropriate remedy or waive compliance with the terms of this Section 3.06(b)(viii); and (B) cooperate with the Series A Management Committee and with the other Members in any attempt one or more of them may make to obtain a protective order or other appropriate remedy or assurance that confidential treatment will be afforded the Confidential Information; and in the event such protective order or other remedy is not obtained, or the other Members waive compliance with the provisions hereof, such Member agrees (1) to furnish only that portion of the Confidential Information that, in the opinion of such Member’s counsel, such Member is legally required to disclose, and (2) to exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.

Notwithstanding Section 3. 06(a7(a), but subject to the other provisions of this Section 3.063.7, a Member Partner or, where applicable, its Affiliates, may make the following disclosures and uses of Confidential Information: (i) disclosures to another Member Partner, the Management Committee or to an Operator any other Person retained by the Partnership in connection with the CompanyPartnership; (ii) disclosures and uses that are approved in advance by the Series A Management Committee; (iii) disclosures that may be required from time to time to obtain requisite Authorizations or financing for projects related to the Facilities, if such disclosures the projects are approved in advance by the Series A Management Committee; (iv) disclosures to an Affiliate of such MemberPartner, including the directors, officers, members, managers, employees, agents and advisors of such that Affiliate, if such Affiliate has agreed to abide by the terms of this Section 3.06; provided3.7, howeverand special care shall be taken to restrict such disclosures in any case where that Affiliate is or may become a customer of the Facilities or a “Marketing Affiliate” (as defined in the FERC’s Standards of Conduct for Transmission Providers, that in no event shall [***]18 C.F.R. Part 358; (v) disclosures to the Parent of such Partner, including the directors, officers, employees, agents and advisors of such Parent, but such Parent shall be subject to the terms of this Section 3.7; (vi) disclosures to a Person that is not a Member Partner or an Affiliate of a MemberPartner, if such that Person has been retained by the Company, a Member, Partner or an Operator Affiliate of a Partner to provide services in connection with the Company Partnership and has agreed to abide by the terms of this Section 3.063.7; (vivii) disclosures to a bona bona-fide potential direct or indirect purchaser, or parent purchaser of such purchaser, of such Memberthat Partner’s Membership Partnership Interest, if such that potential purchaser has executed a confidentiality agreement in form and substance acceptable agreed to abide by the Series A Management Committeeterms of this Section 3.7; (viiviii) disclosures required, with respect to a Member Partner or an Affiliate of a MemberPartner, pursuant to (A) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, (B) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (C) any state securities Laws, or (D) any national securities exchange or automated quotation systemsystem or (E) any tax authority as such Partner deems appropriate; and (viiiix) disclosures that a Member Partner is legally compelled to make by deposition, interrogatory, request for documents, subpoena, civil investigative demand, order of a court of competent jurisdiction, jurisdiction or similar process, process or otherwise by Law or that a Member makes to a Governmental Authority or regulatory authority pursuant to a regulatory requestagency; provided, examinationhowever, or audit; provided that, prior to any such disclosure, such Member Partner shall, to the extent legally permissible: (A) provide the Series A Management Committee with prompt notice of such requirements so that one or more of the Members Partners may seek a protective order or other appropriate remedy or waive compliance with the terms of this Section 3.06(b)(viii3.7(b)(ix); (B) consult with the Management Committee on the advisability of taking steps to resist or narrow such disclosure; and (BC) cooperate with the Series A Management Committee and with the other Members Partners in any attempt one or more of them may make to obtain a protective order or other appropriate remedy or assurance that confidential treatment will be afforded the Confidential Information; and in the event such protective order or other remedy is not obtained, or the other Members Partners waive compliance with the provisions hereofof this Agreement, such Member that Partner agrees (1I) to furnish only that portion of the Confidential Information that, in the opinion of such Memberthe Partner’s counsel, such Member the Partner is legally required to disclose, and (2II) to exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded such the Confidential Information.

Notwithstanding Section 3. 06(a), but subject 2(1): (a) the Security Holder may disclose Confidential Information to the other provisions of this Section 3.06, a Member may make the following disclosures and uses of Confidential Information: (i) disclosures each other member of the BAT Group and (ii) its and their respective Representatives; provided, that prior to another Member or making any disclosure to an Operator a Representative, each such Representative has been informed of the confidential nature of the Confidential Information and has been directed to hold the Confidential Information in connection accordance with this Section 3.2; and, provided, further, that the Security Holder shall remain responsible for the compliance by such other members of the BAT Group with the Companyrequirements of this Article 3 in the event of a permitted assignment pursuant to Section 10.15(2) hereof; (b) the Company may disclose Confidential Information to (i) each of its Subsidiaries and (ii) disclosures its and uses their respective Representatives; provided, that are approved prior to making any disclosure to a Representative, each such Representative has been informed of the confidential nature of the Confidential Information and has been directed to hold the Confidential Information in advance accordance with this Section 3.2; and, provided, further, that the Company and shall remain responsible for the compliance by each of its Subsidiaries with the Series A Management Committee;requirements of this Article 3; and (iiic) disclosures the Security Holder (and each other member of the BAT Group that may be required from time receives Confidential Information of the Company and/or any of its Subsidiaries), on the one hand, and the Company (and each of its Subsidiaries that receives Confidential Information of the BAT Group), on the other hand, shall use commercially reasonable efforts to time cause each of its Representatives that receives Confidential Information to obtain requisite Authorizations or financing for the Facilities, if such disclosures are approved in advance by the Series A Management Committee; (iv) disclosures to an Affiliate of such Member, including the directors, officers, members, managers, employees, agents and advisors of such Affiliate, if such Affiliate has agreed to abide by observe the terms of this Section 3.063.2 in respect thereof; provided, however, that the Security Holder will remain liable for any damages arising out of an failure by a prospective purchaser of Common Shares or Convertible Securities from the Security Holder to keep such Confidential Information confidential in no event shall [***]; (v) disclosures to accordance with the provisions of this Section 3.2 unless such prospective purchaser has entered into a Person that is not a Member or an Affiliate of a Member, if such Person has been retained confidentiality agreement enforceable by the Company, a Member, or an Operator to provide services in connection with the Company and has agreed to abide by the terms of this Section 3.06; (vi) disclosures to a bona fide potential direct or indirect purchaser, or parent of such purchaser, of such Member’s Membership Interest, if such potential purchaser has executed a confidentiality agreement in form and substance acceptable to the Series A Management Committee; (vii) disclosures required, with respect to a Member or an Affiliate of a Member, pursuant to (A) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, (B) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (C) any state securities Laws, or (D) any national securities exchange or automated quotation system; and (viii) disclosures that a Member is legally compelled to make by deposition, interrogatory, request for documents, subpoena, civil investigative demand, order of a court of competent jurisdiction, or similar process, or otherwise by Law or that a Member makes to a Governmental Authority or regulatory authority pursuant to a regulatory request, examination, or audit; provided that, prior to any such disclosure, such Member shall, to the extent legally permissible: (A) provide the Series A Management Committee with prompt notice of such requirements so that one or more of the Members may seek a protective order or other appropriate remedy or waive compliance with the terms of this Section 3.06(b)(viii); and (B) cooperate with the Series A Management Committee and with the other Members in any attempt one or more of them may make to obtain a protective order or other appropriate remedy or assurance that confidential treatment will be afforded the Confidential Information; and in the event such protective order or other remedy is not obtained, or the other Members waive compliance with the provisions hereof, such Member agrees (1) to furnish only that portion of the Confidential Information that, in the opinion of such Member’s counsel, such Member is legally required to disclose, and (2) to exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.