Coach 2013 Annual Report Download - page 205

14.18. Confidentiality.
(a) Each of the Fund Member and the Coach Member and their respective partners, principals, members, owners, shareholders,
partners, attorneys, agents, employees and consultants (and their respective successors and assigns) will treat the terms of this Agreement and all non-publicly
available or proprietary information disclosed to it by the other party or otherwise gained through the Project (“ Confidential Information”), as confidential,
giving it the same care as its own Confidential Information, and make no use of any such disclosed information not independently known to it, except (i) in
connection with the transactions contemplated hereby, (ii) to the extent legally compelled (by deposition, interrogatory, request for documents, subpoena, civil
investigative demand or similar process) to disclose the same, or (iii) to the extent required by any federal, state, local or foreign laws, or by any rules or
regulations of the United States Securities and Exchange Commission (or its equivalent in any foreign country) or any domestic or foreign public stock
exchange or stock quotation system, that may be applicable to the Fund Member or the Coach Member or any of their direct or indirect constituent owners or
Affiliates. Notwithstanding the foregoing, the terms hereof may be disclosed to the Mortgage Loan Agent, the Mezzanine Loan Agent and the Construction
Lenders and to a party’s accountants, attorneys, employees, agents, actual and potential transferees, lessees, investors and lenders, and others in privity with
such party to the extent reasonably necessary for such party’s business purposes, or in connection with a dispute hereunder.
(b) In the event that either party hereto and their Affiliates shall receive a request to disclose any Confidential Information under a
subpoena or order, such party shall (i) promptly notify the other parties thereof, (ii) consult with the other parties on the advisability of taking steps to resist or
narrow such request and (iii) if disclosure is required or deemed advisable, cooperate with the other parties in any attempt they may make to obtain an order or
other assurance that confidential treatment will be accorded the Confidential Information that is disclosed.
(c) All publicity signs located at or about the Project shall be approved by the Fund Member and the Coach Member. Neither party
may, without the other party’s prior consent, permit the public dissemination of any public relations releases, advertisements or other communications or
materials with respect to the Project that includes or describes the identity of the other party or its constituents or affiliates.
(d) Notwithstanding anything to the contrary herein, each Member (and each employee, representative, or other agent of such
investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) the Company and (ii) any of its
transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the Member relating to such tax treatment and tax
structure, it being understood that “tax treatment” and “tax structure” do not include the name or the identifying information of (A) the Company or (B) the
parties to a transaction.
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