OR ORAL, OBTAINED BY IT
IN CONNECTION WITH THE SERVICES RENDERED HEREUNDER ("CONFIDENTIAL INFORMATION")
AND SHALL NOT USE CONFIDENTIAL INFORMATION EXCEPT IN FURTHERANCE OF ITS DUTIES
UNDER THIS AGREEMENT OR DISCLOSE CONFIDENTIAL INFORMATION, IN WHOLE OR IN PART,
TO ANY PERSON OTHER THAN (1) TO ITS AFFILIATES, MANAGERS, OFFICERS, TRUSTEES,
DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, REPRESENTATIVES OR ADVISORS WHO NEED TO
KNOW SUCH CONFIDENTIAL INFORMATION FOR THE PURPOSE OF RENDERING SERVICES
HEREUNDER, (2) TO APPRAISERS, FINANCING SOURCES AND OTHERS IN THE ORDINARY
COURSE OF THE TRUST'S AND ANY SUBSIDIARY'S BUSINESS ((1) AND (2) COLLECTIVELY,
"MANAGER PERMITTED DISCLOSURE PARTIES"), (3) IN CONNECTION WITH ANY GOVERNMENTAL
OR REGULATORY FILINGS OF THE TRUST OR ANY SUBSIDIARY OR DISCLOSURE OR
PRESENTATIONS TO TRUST INVESTORS, (4) TO GOVERNMENTAL OFFICIALS HAVING
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JURISDICTION OVER THE TRUST, (5) AS REQUIRED BY LAW OR LEGAL PROCESS TO WHICH
THE MANAGER OR ANY PERSON TO WHOM DISCLOSURE IS PERMITTED HEREUNDER IS A PARTY,
OR (6) WITH THE CONSENT OF THE BOARD OF TRUSTEES.
THE MANAGER AGREES TO INFORM
EACH OF ITS MANAGER PERMITTED DISCLOSURE PARTIES OF THE NON-PUBLIC NATURE OF THE
CONFIDENTIAL INFORMATION AND TO DIRECT SUCH PERSONS TO TREAT SUCH CONFIDENTIAL
INFORMATION IN ACCORDANCE WITH THE TERMS HEREOF.
NOTHING HEREIN SHALL PREVENT
THE MANAGER FROM DISCLOSING CONFIDENTIAL INFORMATION (1) UPON THE ORDER OF ANY
COURT OR ADMINISTRATIVE AGENCY, (2) UPON THE REQUEST OR DEMAND OF, OR PURSUANT
TO ANY LAW OR REGULATION, ANY REGULATORY AGENCY OR AUTHORITY, (3) TO THE EXTENT
REASONABLY REQUIRED IN CONNECTION WITH THE EXERCISE OF ANY REMEDY HEREUNDER, OR
(4) TO ITS LEGAL COUNSEL OR INDEPENDENT AUDITORS; PROVIDED, HOWEVER, THAT WITH
RESPECT TO CLAUSES (1) AND (2), IT IS AGREED THAT THE MANAGER WILL PROVIDE THE
TRUST AND THE OPERATING PARTNERSHIP WITH PROMPT WRITTEN NOTICE OF SUCH ORDER,
REQUEST OR DEMAND SO THAT THE TRUST AND THE OPERATING PARTNERSHIP MAY SEEK AN
APPROPRIATE PROTECTIVE ORDER AND/OR WAIVE THE MANAGER'S COMPLIANCE WITH THE
PROVISIONS OF THIS AGREEMENT.
IF, FAILING THE ENTRY OF A PROTECTIVE ORDER OR
THE RECEIPT OF A WAIVER HEREUNDER, THE MANAGER IS, IN THE OPINION OF COUNSEL,
REQUIRED TO DISCLOSE CONFIDENTIAL INFORMATION, THE MANAGER MAY DISCLOSE ONLY
THAT PORTION OF SUCH INFORMATION THAT ITS COUNSEL ADVISES IS LEGALLY REQUIRED
WITHOUT LIABILITY HEREUNDER; PROVIDED, THAT THE MANAGER AGREES TO EXERCISE ITS
BEST EFFORTS TO OBTAIN RELIABLE ASSURANCE THAT CONFIDENTIAL TREATMENT WILL BE
ACCORDED SUCH INFORMATION.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
EACH OF THE FOLLOWING SHALL BE DEEMED TO BE EXCLUDED FROM THE PROVISIONS
HEREOF:
ANY CONFIDENTIAL INFORMATION THAT (A) IS AVAILABLE TO THE PUBLIC FROM A
SOURCE OTHER THAN THE MANAGER, (B) IS RELEASED IN WRITING BY THE TRUST TO THE
PUBLIC OR TO PERSONS WHO ARE NOT UNDER SIMILAR OBLIGATION OF CONFIDENTIALITY TO
THE TRUST AND THE SUBSIDIARIES, OR (C) IS OBTAINED BY THE MANAGER FROM A THIRD
PARTY WITHOUT BREACH BY SUCH THIRD PARTY OF AN OBLIGATION OF CONFIDENCE WITH
RESPECT TO THE CONFIDENTIAL INFORMATION DISCLOSED.
(B)
EACH OF THE TRUST AND THE OPERATING PARTNERSHIP SHALL KEEP
CONFIDENTIAL, AND SHALL