OTHER
CONFIDENTIAL, NON-PUBLIC OR PROPRIETARY INFORMATION RELATING TO THE PROPERTY OR
THE BUSINESS OF THE COMPANY (COLLECTIVELY, "CONFIDENTIAL INFORMATION"), PROVIDED
THAT SUCH DISCLOSURE MAY BE MADE (I) TO ANY PERSON WHO IS A PARTNER, OFFICER,
DIRECTOR OR EMPLOYEE OF SUCH MEMBER OR COUNSEL TO OR ACCOUNTANTS OF SUCH MEMBER
SOLELY FOR THEIR USE AND ON A NEED-TO-KNOW BASIS, PROVIDED THAT SUCH PERSONS ARE
NOTIFIED OF THE MEMBERS' CONFIDENTIALITY OBLIGATIONS HEREUNDER, (II) WITH THE
PRIOR CONSENT OF THE MANAGING MEMBERS, (III) SUBJECT TO THE NEXT PARAGRAPH,
PURSUANT TO A SUBPOENA OR ORDER ISSUED BY A COURT, ARBITRATOR OR GOVERNMENTAL
BODY, AGENCY OR OFFICIAL, OR (IV) TO ANY LENDER PROVIDING FINANCING TO THE
COMPANY.
67
(B)
IN THE EVENT THAT A MEMBER SHALL RECEIVE A
REQUEST TO DISCLOSE ANY CONFIDENTIAL INFORMATION UNDER A SUBPOENA OR ORDER, SUCH
MEMBER SHALL (I) PROMPTLY NOTIFY THE WHITEHALL GROUP AND GKH THEREOF, (II)
CONSULT WITH AND NOTIFY THE WHITEHALL GROUP AND GKH ON THE ADVISABILITY OF
TAKING STEPS TO RESIST OR NARROW SUCH REQUEST AND (III) IF DISCLOSURE IS
REQUIRED OR DEEMED ADVISABLE, COOPERATE WITH NOTIFY THE WHITEHALL GROUP AND GKH
IN ANY ATTEMPT IT MAY MAKE TO OBTAIN AN ORDER OR OTHER ASSURANCE THAT
CONFIDENTIAL TREATMENT WILL BE ACCORDED THE CONFIDENTIAL INFORMATION THAT IS
DISCLOSED.
(C)
NO MEMBER SHALL ISSUE OR PUBLISH ANY PRESS
RELEASE, TOMBSTONE OR OTHER PUBLIC COMMUNICATION ABOUT THE FORMATION OR
EXISTENCE OF THE COMPANY WITHOUT THE EXPRESS WRITTEN CONSENT OF
THE MANAGING
MEMBERS.
NOTWITHSTANDING THE FOREGOING, GHGP AND GKH SHALL HAVE THE RIGHT TO
ISSUE ORDINARY COURSE PUBLIC COMMUNICATIONS FROM TIME TO TIME IN CONNECTION WITH
THE MARKETING OR PROMOTION OF THE PROPERTY, PROVIDED THAT THE NAMES OF THE
MEMBERS OF THE WHITEHALL GROUP, THE GOLDMAN SACHS GROUP, INC., GOLDMAN, SACHS &
CO., GOLDMAN SACHS OR ANY DERIVATION OF ANY OF THE FOREGOING SHALL NOT APPEAR IN
ANY SUCH PUBLIC COMMUNICATION.
(D)
THE PROVISIONS OF THIS SECTION 12.15 WERE
NEGOTIATED IN GOOD FAITH BY THE PARTIES HERETO, AND THE PARTIES HERETO AGREE
THAT SUCH PROVISIONS ARE REASONABLE AND ARE NOT MORE RESTRICTIVE THAN NECESSARY
TO PROTECT THE LEGITIMATE INTERESTS OF THE PARTIES HERETO.
IT IS THE INTENTION
OF THE PARTIES HERETO THAT IF ANY RESTRICTION OR COVENANT CONTAINED HEREIN IS
HELD TO BE FOR A LENGTH OF TIME THAT IS NOT PERMITTED BY APPLICABLE LAW,
OR IS
ANY WAY CONSTRUED TO BE TOO BROAD OR TO ANY EXTENT INVALID, SUCH PROVISION SHALL
NOT BE CONSTRUED TO BE NULL, VOID AND OF NO EFFECT, BUT TO THE EXTENT SUCH
PROVISION WOULD BE VALID OR ENFORCEABLE UNDER APPLICABLE LAW, A COURT OF
COMPETENT JURISDICTION SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, CONSTRUE
AND INTERPRET OR REFORM SUCH PROVISION TO PROVIDE FOR A RESTRICTION OR COVENANT
HAVING THE MAXIMUM TIME PERIOD AND OTHER PROVISIONS (NOT GREATER THAN THOSE
CONTAINED HEREIN) AS SHALL BE VALID AND ENFORCEABLE UNDER APPLICABLE LAW.
(E)
EACH OF THE PARTIES TO THE PROPOSED
TRANSACTIONS DESCRIBED HEREIN (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT
THEREOF) MAY DISCLOSE TO ANY