CAUSE ANY OTHER SUBSIDIARY TO KEEP CONFIDENTIAL, ANY AND
ALL CONFIDENTIAL INFORMATION AND SHALL NOT USE, AND SHALL CAUSE ANY OTHER
SUBSIDIARY NOT TO USE, CONFIDENTIAL INFORMATION EXCEPT IN FURTHERANCE OF THE
TERMS OF THIS AGREEMENT OR DISCLOSE CONFIDENTIAL INFORMATION, IN WHOLE OR IN
PART, TO ANY PERSON OTHER THAN (1) TO ITS AFFILIATES, OFFICERS, TRUSTEES,
DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, REPRESENTATIVES OR ADVISORS WHO NEED TO
KNOW SUCH CONFIDENTIAL INFORMATION FOR THE PURPOSE OF FULFILLING THE TRUST'S AND
THE OPERATING PARTNERSHIP'S OBLIGATIONS HEREUNDER (COLLECTIVELY, "TRUST
PERMITTED DISCLOSURE PARTIES"), (2) AS REQUIRED BY LAW OR LEGAL PROCESS TO WHICH
THE TRUST OR ANY SUBSIDIARY OR ANY PERSON TO WHOM DISCLOSURE IS PERMITTED
HEREUNDER IS A PARTY, OR (3) WITH THE CONSENT OF THE MANAGER.
EACH OF THE TRUST
AND THE OPERATING PARTNERSHIP AGREES TO (1) INFORM EACH OF ITS TRUST 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 AND (2) NOT DISCLOSE ANY CONFIDENTIAL INFORMATION TO ITS TRUST
PERMITTED DISCLOSURE PARTIES UPON THE TERMINATION OF THIS AGREEMENT IN
ACCORDANCE WITH SECTION 11 HEREOF.
NOTHING HEREIN SHALL PREVENT THE TRUST OR
ANY SUBSIDIARY 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 TRUST
AND THE OPERATING PARTNERSHIP WILL PROVIDE THE MANAGER WITH PROMPT WRITTEN
NOTICE OF SUCH ORDER, REQUEST OR DEMAND SO THAT THE MANAGER MAY SEEK AN
APPROPRIATE PROTECTIVE ORDER AND/OR WAIVE THE TRUST'S AND THE OPERATING
18
PARTNERSHIP'S COMPLIANCE WITH THE PROVISIONS OF THIS SECTION.
IF, FAILING THE
ENTRY OF A PROTECTIVE ORDER OR THE RECEIPT OF A WAIVER HEREUNDER, THE TRUST OR
ANY SUBSIDIARY IS, IN THE OPINION OF COUNSEL, REQUIRED TO DISCLOSE CONFIDENTIAL
INFORMATION, THE TRUST OR SUCH SUBSIDIARY MAY DISCLOSE ONLY THAT PORTION OF SUCH
INFORMATION THAT ITS COUNSEL ADVISES IS LEGALLY REQUIRED WITHOUT LIABILITY
HEREUNDER; PROVIDED, THAT EACH OF THE TRUST AND THE OPERATING PARTNERSHIP SHALL
EXERCISE, AND SHALL CAUSE ANY OTHER SUBSIDIARY 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 TRUST OR ANY SUBSIDIARY, (B) IS RELEASED IN WRITING BY THE MANAGER TO
THE PUBLIC OR TO PERSONS WHO ARE NOT UNDER SIMILAR OBLIGATION OF CONFIDENTIALITY
TO THE MANAGER, OR (C) IS OBTAINED BY THE TRUST OR ANY SUBSIDIARY FROM A THIRD
PARTY WITHOUT BREACH BY SUCH THIRD PARTY OF AN OBLIGATION OF CONFIDENCE WITH
RESPECT TO