Common use of Records; Confidentiality Clause in Contracts

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Trust or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Manager shall keep confidential any and all non-public information, written 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 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.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Trust Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Manager shall keep confidential any and all non-public information, written 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 (1i) 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, (2ii) to appraisers, financing sources and others in the ordinary course of the Trust’s and any SubsidiaryCompany’s business ((1i) and (2ii) collectively, “Manager Permitted Disclosure Parties”), (3iii) in connection with any governmental or regulatory filings of the Trust or any Subsidiary Company or disclosure or presentations to Trust Company investors, (4iv) to governmental officials having jurisdiction over the TrustCompany, (5v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (6vi) with the consent of the Board of TrusteesCompany. 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 (1i) upon the order of any court or administrative agency, (2ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (3iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (4iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (1i) and (2ii), it is agreed that that, so long as not legally prohibited, the Manager will provide the Trust and the Operating Partnership Company with prompt written notice of such order, request or demand so that the Trust and the Operating Partnership Company may seek seek, at its sole expense, 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, is 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 reasonable 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 Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Trust and the SubsidiariesCompany, or (C) is obtained by the Manager from a third third-party without which, to the best of the Manager’s knowledge, does not constitute a breach by such third third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts account, records and records files relating to services performed hereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Trust or any Subsidiary Company at any time during normal business hours upon reasonable advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information”) Information and shall not use Confidential Information except in furtherance contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (1i) to its Affiliates, managers, officers, trustees, directors, employees, members, agents, representatives representatives, advisors of the Manager or advisors its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunderhereunder or in furtherance of KKR’s asset management or capital markets businesses, (2ii) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Trust’s and any SubsidiaryCompany’s business ((1i) and (2ii) collectively, “Manager Permitted Disclosure Parties”), (3iii) in connection with any governmental or regulatory filings of the Trust Company or its Affiliates (including, any Subsidiary filings made by KKR as a result of its status as a public company) or disclosure or presentations to Trust investorsinvestors of the Company or KKR (subject to compliance with Regulation FD), (4iv) to governmental agencies or officials having jurisdiction over the TrustCompany or the Manager, (5v) as required requested by law or law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a partyparty or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (6vii) otherwise with the consent of the Board of TrusteesCompany, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. 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 hereofInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (1i) upon the order of any court or administrative agency, (2ii) upon the request or demand of, or pursuant to any law or regulationregulation to, any regulatory agency or authority, (3iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (4iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (1i) and (2ii), it is agreed that that, so long as not legally prohibited, the Manager will provide (x) consider, and if advisable seek, at the Trust and the Operating Partnership with prompt written notice of such orderCompany’s sole expense, request or demand so that the Trust and the Operating Partnership may seek an appropriate protective order and/or waive or confidentiality agreement, (y) notify the Manager’s compliance with Board and the provisions Executive Committee of this Agreement. Ifsuch disclosure, failing and (z) in the entry absence of a an appropriate protective order or the receipt of a waiver hereunderconfidentiality agreement, 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 responsive 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 request 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 discloseddemand.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Trust Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Company Confidential Information”) and shall not use Company Confidential Information except in furtherance of its duties under this Agreement or disclose Company Confidential Information, in whole or in part, to any Person other than (1i) to its Affiliates, managers, officers, trustees, directors, employees, members, agents, representatives or advisors who need to know such Company Confidential Information for the purpose of rendering services hereunder, (2ii) to appraisers, financing sources and others in the ordinary course of the Trust’s and any SubsidiaryCompany’s business ((1i) and (2ii) collectively, “Manager Permitted Disclosure Parties”), (3iii) in connection with any governmental or regulatory filings of the Trust or any Subsidiary Company or disclosure or presentations to Trust Company investors, (4iv) to governmental officials having jurisdiction over the TrustCompany, (5v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (6vi) with the consent of the Board of TrusteesCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Company Confidential Information and to direct such Persons to treat such Company Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Company Confidential Information (1i) upon the order of any court or administrative agency, (2ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (3iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (4iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (1i) and (2ii), it is agreed that that, so long as not legally prohibited, the Manager will provide the Trust and the Operating Partnership Company with prompt written notice of such order, request or demand so that the Trust and the Operating Partnership Company may seek seek, at its sole expense, 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, is required to disclose Company 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 commercially reasonable 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 Company Confidential Information that (A) is available to the public from a source other than the Manager (not resulting from the Manager’s violation of this Section 5(a)), (B) is released in writing by the Trust Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Trust and the SubsidiariesCompany, or (C) is obtained by the Manager (not resulting from the Manager’s violation of this Section 5(a)) from a third third-party without which, to the best of the Manager’s knowledge, does not constitute a breach by such third third-party of an obligation of confidence with respect to the Company Confidential Information disclosed. The provisions of this Section 5(a) shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Trust Company (including the Board) or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Manager shall keep confidential any and all non-public information, written 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 (1i) to its Affiliates, managersmembers, officers, trustees, directors, employees, members, agents, representatives representatives, legal counsel, accountants, or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (2ii) to appraisers, financing sources and others in the ordinary course of the Trust’s and any SubsidiaryCompany’s business ((1i) and (2ii) collectively, “Manager Permitted Disclosure Parties”), (3iii) in connection with any governmental or regulatory filings of the Trust or any Subsidiary Company or disclosure or presentations to Trust investorsCompany investors (subject to compliance with Regulation FD), (4iv) to governmental officials having jurisdiction over the TrustCompany, (5v) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a partyprocess, or (6vi) with the consent of the Board Company upon approval of Trusteesa majority of the Independent Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct use commercially reasonable efforts to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (1i) upon the order of any court or administrative agency, (2ii) upon the request or demand of, or pursuant to any law or regulationregulation to, any regulatory agency or authority, (3iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (4iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (1i) and (2ii), it is agreed that that, so long as not legally prohibited, the Manager will provide the Trust and the Operating Partnership Company with prompt written notice of such order, request or demand so that the Trust and the Operating Partnership Company may seek seek, at its sole expense, 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, is 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 reasonable 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 Company to the public or to Persons who are not under similar obligation of confidentiality to the Trust and the Subsidiariespublic, or (C) is obtained by the Manager from a third third-party without which, to the best of the Manager’s knowledge, does not constitute a breach by such third third-party of an obligation of confidence with respect to the Confidential Information discloseddisclosed or (D) is disclosed in the ordinary course of business, which the Manager, acting prudently, deems in its reasonable discretion to be necessary or appropriate in connection with carrying out its duties and obligations under this Agreement, subject to compliance with the Company’s Regulation FD disclosure obligations. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of two years.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Trust Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Manager shall keep confidential any and all non-public information, written 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 (1i) 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, (2ii) to appraisers, financing sources and others in the ordinary course of the Trust’s and any SubsidiaryCompany’s business ((1i) and (2ii) collectively, “Manager Permitted Disclosure Parties”)) , (3iii) in connection with any governmental or regulatory filings of the Trust or any Subsidiary Company or disclosure or presentations to Trust Company investors, (4iv) to governmental officials having jurisdiction over the TrustCompany, (5v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (6vi) with the consent of the Board of TrusteesCompany. 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 (1i) upon the order of any court or administrative agency, (2ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (3iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (4iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (1i) and (2ii), it is agreed that the Manager will provide the Trust and the Operating Partnership Company with prompt written notice of such order, request or demand so that the Trust and the Operating Partnership Company 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 Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Trust and the SubsidiariesCompany, or (C) is obtained by the Manager from a third third-party without breach by such third third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Trust Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Manager shall keep confidential any and all non-public informationinformation related to the Company or any of the Subsidiaries, written or oral, obtained by it in connection with the services rendered hereunder (“Company Confidential Information”) and shall not use Company Confidential Information except in furtherance of its duties under this Agreement or disclose Company Confidential Information, in whole or in part, to any Person other than (1i) to its Affiliates, managers, officers, trustees, directors, employees, members, agents, representatives or advisors who need to know such Company Confidential Information for the purpose of rendering services hereunder, (2ii) to appraisers, financing sources and others in the ordinary course of the Trust’s and any SubsidiaryCompany’s business ((1i) and (2ii) collectively, “Manager Permitted Disclosure Parties”), (3iii) in connection with any governmental or regulatory filings of the Trust or any Subsidiary Company or disclosure or presentations to Trust Company investors, (4iv) to governmental officials having jurisdiction over the TrustCompany, (5v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (6vi) with the consent of the Board of TrusteesCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Company Confidential Information and to direct such Persons to treat such Company Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Company Confidential Information (1i) upon the order of any court or administrative agency, (2ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (3iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (4iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (1i) and (2ii), it is agreed that that, so long as not legally prohibited, the Manager will provide the Trust and the Operating Partnership Company with prompt written notice of such order, request or demand so that the Trust and the Operating Partnership Company may seek seek, at its sole expense, 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, is required to disclose Company 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 commercially reasonable 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 Company Confidential Information that (A) is available to the public from a source other than the ManagerManager (not resulting from the manager’s violation of this Section 5(a)), (B) is released in writing by the Trust Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Trust and the SubsidiariesCompany, or (C) is obtained by the Manager (not resulting from the manager’s violation of this Section 5(a)) from a third third-party without which, to the best of the Manager’s knowledge, does not constitute a breach by such third third-party of an obligation of confidence with respect to the Company Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Trust Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Manager shall keep confidential any and all non-public information, written 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 (1i) 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, (2ii) to appraisers, financing sources sources, advisors and others in the ordinary course of the TrustCompany’s and business, (iii) to any Subsidiary’s business potential purchaser of one or more of the Existing Investments that executes a Confidentiality Agreement acceptable to the Company ((1i), (ii) and (2iii) collectively, “Manager Permitted Disclosure Parties”), (3iv) in connection with any governmental or regulatory filings of the Trust or any Subsidiary Company or disclosure or presentations to Trust Company investors, (4v) to governmental officials having jurisdiction over the TrustCompany, (5vi) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (6vii) with the consent of the Board of TrusteesCompany. 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 (1i) upon the order of any court or administrative agency, (2ii) upon the request or demand of, or pursuant to any law or regulation, of any regulatory agency or authority, or pursuant to any applicable law or regulation, (3iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (4iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (1i) and (2ii), it is agreed that the Manager will provide the Trust and the Operating Partnership Company with prompt written notice of such order, request or demand so that the Trust and the Operating Partnership Company 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 Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Trust and the SubsidiariesCompany, or (C) is obtained by the Manager from a third third-party without breach by such third third-party of an obligation of confidence with respect to the Confidential Information disclosed.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Trust Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Manager shall keep confidential any and all non-public information, written 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 (1i) 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, (2ii) to appraisers, financing sources and others in the ordinary course of the Trust’s and any SubsidiaryCompany’s business ((1i) and (2ii) collectively, “Manager Permitted Disclosure Parties”), (3iii) in connection with any governmental or regulatory filings of the Trust or any Subsidiary Company or disclosure or presentations to Trust investorsCompany investors (subject to compliance with Regulation FD), (4iv) to governmental officials having jurisdiction over the TrustCompany, (5v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (6vi) with the consent of the Board of TrusteesCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (1i) upon the order of any court or administrative agency, (2ii) upon the request or demand of, or pursuant to any law or regulationregulation to, any regulatory agency or authority, (3iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (4iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (1i) and (2ii), it is agreed that that, so long as not legally prohibited, the Manager will provide the Trust and the Operating Partnership Company with prompt written notice of such order, request or demand so that the Trust and the Operating Partnership Company may seek seek, at its sole expense, 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, is 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 reasonable 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 Company to the public (except to the extent exempt under Regulation FD) or to Persons persons who are not under similar obligation of confidentiality to the Trust and the SubsidiariesCompany, or (C) is obtained by the Manager from a third third-party without which, to the best of the Manager’s knowledge, does not constitute a breach by such third third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.