Common use of Exclusivity Clause in Contracts

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.

Exclusivity. DLJMB is aware that, prior to the date of this Agreement, the Company has had several discussions with one or more third parties concerning a possible transaction or transactions which may or may not be similar to the Transaction proposed by DLJMB. Notwithstanding the foregoing, the Company agrees that it shall not, and shall not permit any of its respective subsidiaries or affiliates, and will cause its respective officers, directors, employees, agents and representatives (aincluding Xxxxxx X. Xxxxx) During not to, at any time during the sixty (60) day period commencing on the date hereof through (the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to“Exclusivity Period”), directly or indirectly, (xa) knowingly initiate, solicit, discussinitiate or encourage submission of further proposals or offers from any person, negotiateother than DLJMB, provide relating to any acquisition or purchase of all or a significant portion of the assets of, including any river boat or other gaming facility or any contract to manage any gaming facility, or any equity interest in, the Company, any of its subsidiaries or affiliates controlled by the Company or any business combination involving the Company or any of its subsidiaries or affiliates controlled by the Company, or the declaration or payment of any dividend or any change in the public debt or capital structure of the Company or any of its subsidiaries or affiliates controlled by the Company, (b) further participate in any negotiations regarding, or furnish to any other person any additional non-public information with respect to, or respond affirmatively otherwise further cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person other than DLJMB to do or seek any inquiriesof the foregoing. During the Exclusivity Period, proposals (x) the Company shall promptly advise DLJMB if any such proposal or offers offer, or any inquiry or contact with any person with respect thereto, is made, shall promptly inform DLJMB of all the terms and conditions thereof, and shall furnish to DLJMB copies of any such written proposal or offer and the contents of any communications in response thereto (whether initiated by them or otherwiseit being understood that the Company shall not be required to take any action pursuant to this clause (x) that would violate any pre-existing confidentiality obligation enforceable against the Company), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) the Company shall not waive any provisions of any “standstill” agreements between the Company and any party. During the Exclusivity Period, the Company shall not, without the consent of DLJMB, enter into into, or commit to enter into, any contractmaterial transaction outside the ordinary course of business or any transactions of the type described in Paragraph 1(a). In addition, agreement the Company agrees that it will immediately cease, from the date hereof through the end of the Exclusivity Period, any existing discussions or arrangement negotiations with any Third Party Bidder party other than DLJMB or its affiliates that relate to, or may reasonably be expected to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply lead to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all transaction outside of the capital stock ordinary course of business, consistent with its past practices, or consolidated assets any transaction of LVP REIT the type described in Paragraph 1(a). The Company shall have the right to terminate the Exclusivity Period upon five (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto 5) days prior written notice to DLJMB if DLJMB terminates discussions regarding the potential Transaction or otherwise abandons or ceases to actively pursue the Transaction prior to the extent that the entry into any such transaction would not require or otherwise provide for the sale expiration of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, Exclusivity Period. If DLJMB notifies the Company and that DLJMB is terminating discussions regarding the Group Companies potential Transaction, then the Company shall have the right to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedExclusivity Period.

Exclusivity. (a) During Except for such Clearing, Settlement and Sponsorship Services that Bank declines or is unable to perform hereunder, during the period commencing on Term of this Agreement, Bank shall be the date hereof through the earlier to occur exclusive provider of the Closing Clearing, Settlement and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively Sponsorship Services to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential TransactionCompany; provided, however, that “Potential Transaction” Company shall be permitted to establish additional BINs and to use such additional BINs to process the minimum amount of volume necessary to establish and maintain such additional BINs. Except as described on Exhibit 8.4 to this Agreement, during the Term of this Agreement, Bank shall provide the Clearing, Settlement and Sponsorship Services exclusively to Company and to no other person or entity. This section is not includeintended to limit the Bank from processing for its own account as long as it is otherwise consistent with its obligation not to compete with the Company. In the event Bank or its affiliates acquire or merge with banks, other entities, branches or businesses that provide Clearing, Settlement and this Section 6.13(a) shall not apply to, any inquiry, proposal Sponsorship Services (such acquisition or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Bank Transaction”), but LVP REIT then those merged or acquired banks, other entities, branches or businesses may only enter into an agreement with respect thereto continue to perform those Clearing, Settlement and Sponsorship Services under their existing contracts or agreements (the “Existing Agreements”) for the duration of those contracts or agreements without regard to the extent requirements of this Agreement; provided, however, that: (a) if directed to do so by Company and permitted by such contracts or agreements, Bank will terminate such contract and Company will pay any and all termination, conversion or other fees, expenses and penalties and assume any and all liabilities, costs and expenses (including reasonable attorney’s fees and court costs) associated with such termination, and (b) Bank shall terminate or not renew all such contracts or arrangements as soon as reasonably possible if such termination may be accomplished without the payment of fees or the occurrence of any other penalty or liability; provided that Company shall remain liable for any conversion or transition costs and expenses owed by Bank resulting from such termination as set forth above. In the entry into any such transaction would not require case of (a) or otherwise provide for (b) in the sale preceding sentence, upon termination of the Company Interests owned by the Contributors other than the LVP Parties applicable contract or prevent or materially impair the ability of the Contributorsarrangement, the Bank shall use commercially reasonable efforts to assist Company and the Group Companies its efforts to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect counterparty to any Potential Transaction such contracts and request that all confidential information relating arrangements to any become a customer of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedCompany.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsInterim Period, the Contributors and LVP REIT Company shall not, and shall cause the Group Companies its Representatives and each of their respective directors, officers and representatives Subsidiaries not to, directly or indirectly, (xi) knowingly initiate, solicit, discuss, negotiate, provide solicit or encourage (including by way of providing confidential or non-public information with respect to, or respond affirmatively to information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to (whether initiated by them A) any purchase of stock or otherwise), from any Person other Equity Securities of the Company (other than the Parent Parties and their Affiliates and representatives (x) pursuant to or in connection with a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) Company Benefit Plan or (y) as consideration in an acquisition by the Company or its Subsidiaries, but subject to, and without limiting anything contained in Section 6.01) or material portion of the assets of the Company and its Subsidiaries or (B) any merger, business combination or other similar transaction of the Company or its Subsidiaries (an “Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to lead to any such Alternative Transaction Proposal, or (iii) enter into any contract, agreement or arrangement with deliver any Third Party Bidder agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to consummate a Potential Transactionany Alternative Transaction Proposal; providedprovided that the execution, that “Potential Transaction” delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not includebe deemed a violation of this Section 8.03(a). The Company agrees to promptly notify SPAC if the Company or any of its Representatives or Subsidiaries receive any offer or communication in respect of an Alternative Transaction Proposal, and this Section 6.13(a) shall not apply towill promptly communicate to SPAC in reasonable detail the terms and substance thereof, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of and the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies its Representatives and Subsidiaries to, immediately terminate cease any and all existing negotiations or discussions with respect any person or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned Registration Statement on Form S-1 or destroyedF-1.

Exclusivity. (a) During the period commencing on The Company will not, between the date hereof through and ----------- the earlier to occur of (i) ninety (90) days from the Closing Date hereof and (ii) the termination consummation of this Agreement in accordance a Permitted Transaction or a definitive agreement with its terms, respect to a Permitted Transaction (the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to"Restricted Period"), directly or ----------------- indirectly, through any officer, director, employee, agent, 5% stockholder, partner or otherwise, (xa) knowingly solicit or initiate, solicitor participate in discussions or negotiations with, discussor encourage the submission of bids, negotiateoffers or proposals by (or commence negotiations with or provide any information to), any Person with respect to an acquisition of the Company, its business or assets, or any interest therein, other than Investor, or (b) provide any non-public information concerning the Company, its business or assets, to any Person, other than Investor, except for product developers, distributors, publishers and licensees under agreements with the Company entered into in the ordinary course of business consistent with past practices, and except for the Company's lender. Notwithstanding the foregoing, the Company may entertain a written unsolicited bid or proposal from, and provide non-public information to, any party who delivers such a written bid or proposal with respect toto an acquisition of the Company, its business or respond affirmatively assets, but only if and so long as the Board determines in good faith by a majority vote (with the written concurring and concurrent advice from outside legal counsel) that failing to entertain such written bid or proposal would constitute a breach of the fiduciary duties of the Board under applicable law. The Company shall notify Investor in writing promptly upon receipt of any inquiriesbids, offers or proposals received, written or oral. The Company further agrees that it will not engage any broker, financial advisor or other consultant on a basis which might provide such broker, financial advisor or consultant with an incentive to initiate or encourage proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), parties with respect to any transactionthe Company, however structuredits business or assets, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” interest therein. The Company shall not includecommence any proceeding to merge, and this Section 6.13(a) shall not apply toconsolidate, any inquiry, proposal liquidate or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of dissolve the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies obligate itself to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyeddo so.

Exclusivity. (a) During the period commencing on the date hereof through Prior to the earlier to occur of the Contribution Closing and or the termination of this Agreement Agreement, unless otherwise mutually agreed in accordance with its termswriting by XXXX and Xxxxxxx Xxxxxx, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of the Investors (in their respective directorsindividual capacities as stockholders of CBRE and not in their capacities as officers or directors of CBRE, officers and representatives not toif applicable) will (i) not, directly or indirectly, (x) knowingly make, participate in or agree to, or initiate, solicit, discussencourage or knowingly facilitate any inquiries or the making of, negotiate, provide non-public information any proposal or offer with respect to, or respond affirmatively a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any inquiriesof its subsidiaries, proposals or offers any purchase or sale of 20% or more of the consolidated assets (whether initiated by them including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or otherwise)any purchase or sale of, from or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any Person person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Parent Parties and their Affiliates and representatives Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a “Third Party Bidder”"Competing Acquisition Proposal"), with respect (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any transactionSubject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, however structured(iii) not, resulting in directly or relating to the acquisition indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such Third Party Bidder party (including, without limitation, in the case of all or substantially all Xxxxxxx Xxxxxx, the warrant to acquire 364,884 shares of the equity interests or assets of the Group Companies or any individual mall or development project CBRE Common Stock held by Xxxxxxx Xxxxxx) and (a “Potential Transaction”iv) or (y) not enter into any contractagreement, agreement commitment or arrangement that is inconsistent with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedforegoing.

Exclusivity. (a) During The Company shall immediately cease, and shall cause its Subsidiaries and shall use reasonable best efforts to cause its Representatives to immediately cease, any discussions or negotiations with any Person (other than Parent or its Affiliates) that may be ongoing with respect to a SpinCo Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to a SpinCo Proposal, and shall promptly request that each Person that has been provided with any confidential information in connection with any SpinCo Proposal prior to the period commencing on date of this Agreement promptly return or destroy such information, including promptly terminating any access by any Person to any physical or electronic data room relating to any SpinCo Proposal (as defined below). From the date hereof through until the earlier to occur of the Closing and (a) the termination of this Agreement in accordance with its termspursuant to Article IX and (b) the Effective Time, the Contributors and LVP REIT Company shall not, and shall cause the Group Companies its Subsidiaries and each shall use reasonable best efforts to cause its Representatives not to: (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of their respective directors, officers and representatives furnishing information that has not been previously publicly disseminated) any proposal from or on behalf of a third party relating to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers acquisition (whether initiated by them merger, purchase of Interests, purchase of assets or otherwise), from exclusive license, joint venture, partnership, recapitalization, liquidation, dissolution or other transaction involving any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all portion of the equity interests business or assets of the Group Companies Company and its Subsidiaries that, individually or in the aggregate, constitutes 15% or more of the net revenues, net income or assets of the SpinCo Business (taken as a whole) (any individual mall or development project (of the foregoing, a “Potential TransactionSpinCo Proposal”) ), or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer which would reasonably be expected to acquirelead to a SpinCo Proposal, whether by merger(ii) engage in any discussions or negotiations regarding, purchase or furnish to any Person any nonpublic information relating to the SpinCo Business, SpinCo Assets or SpinCo Entities in connection with, any SpinCo Proposal or any inquiry, proposal, effort or attempt related to or that would reasonably be expected to lead to, a SpinCo Proposal, (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any SpinCo Proposal or (iv) approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of assetsintent, equity interests memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or other securitiessimilar agreement or document relating to, tender offer or otherwiseproviding for, all any SpinCo Proposal; provided, that nothing in this Section 7.9 shall limit the Company’s ability to pursue or engage in any transaction relating to substantially all of the capital stock or consolidated assets business of LVP REIT the Company and its Subsidiaries, taken as a whole (a “Permitted Transaction”as opposed to solely the SpinCo Business), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any so long as such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair or materially delay the Company’s ability to comply with its obligations hereunder and under the Separation and Distribution Agreement or to consummate the Transactions; provided, further, that the foregoing shall not affect any of the Contributors, obligations of the Company and SpinCo or the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate SpinCo Entities under this Agreement or any existing discussions with respect to any Potential other Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedDocument.

Exclusivity. (a) During the period commencing The Managing Member, itself and on the date hereof through the earlier to occur behalf of the Closing Company, hereby agrees that, notwithstanding Section 12.4 of the LLC Agreement, but subject to any applicable restrictions under the Restructuring Proposal, the Future Fund Member, Beneficial Member and their Affiliates shall be permitted to invest in voting common shares of GGP following the effective date of the Plan; provided, that the holdings of the Future Fund Member and the termination Beneficial Member of this Agreement in accordance such common shares, together with its termsany holdings of their Affiliates (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), shall not exceed three percent (3%) of the aggregate outstanding amount of such common shares; provided, further, that the each of the Future Fund Member and the Beneficial Member agrees (i) not to purchase or dispose of any such common shares if, at the time of such purchase or disposition, the Contributors and LVP REIT shall not, and shall cause Person making the Group Companies and each applicable investment decision is in possession of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide any material non-public information with respect to, relating to GGP on which it is prohibited from trading under the Exchange Act; (ii) not to purchase or respond affirmatively to dispose of any inquiries, proposals such common shares unless the Future Fund Member or offers (whether initiated by them the Beneficial Member have determined that such purchase or otherwise), from any Person other than disposition would not result in a disgorgement of profits under Section 16(b) of the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), Exchange Act with respect to any transactionMember other than the Future Fund Member or the Beneficial Member or their respective Affiliates; (iii) to notify the Managing Member of such purchase or disposition (including any indirect purchase or disposition, however structuredfor example, resulting by means of swaps or other derivatives), as applicable, and the amount and timing thereof, immediately after such purchase or disposition, and in any event on the date thereof; (iv) not to sell “short” any such common shares, unless the Future Fund Member or relating the Beneficial Member, as applicable, shall have determined that such “short” sale is permitted under Section 16(c) of the Exchange Act; (v) to reimburse the Company for any expenses incurred by the Company or the Managing Member on behalf of the Company, in connection with any amendment to any filings made on behalf of the Company pursuant to Section 13 of the Exchange Act; (vi) not to engage in any acquisition that would require compliance with Regulation 14E of the Exchange Act with respect to GGP or any of its Affiliates; and (vii) to vote any common shares held by the Future Fund Member, the Beneficial Member and their Affiliates at all times in the same manner and in conformance with how the Company votes its common shares in GGP. References in this paragraph to any purchase or disposition of common shares of GGP shall be to the acquisition purchase or disposition on a date or within a time period specified by such Third Party Bidder the relevant party. For the avoidance of all or substantially all doubt, Section 12.4 of the equity interests or assets LLC Agreement and this paragraph 35 apply in respect of the Group Companies or Future Fund Member and any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may its Affiliates only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require Future Fund Member or otherwise provide for the sale its Affiliate (as applicable) is acting as custodian of the Company Interests owned by the Contributors other than the LVP Parties Beneficial Member or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedPermitted Transferee.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur In consideration of the Closing expenses that CleanTech has incurred and will incur in connection with the termination proposed Transaction, the Xxxxxxxx Parties agree that until such time as this memorandum of this Agreement understanding has terminated in accordance with its termsthe provisions of paragraph 5 (such period, the Contributors and LVP REIT shall not"Exclusivity Period"), and shall cause the Group Companies and each neither it nor any of their respective its representatives, officers, employees, directors, officers and representatives not toagents, stockholders, subsidiaries or affiliates (the "Xxxxxxxx Group") shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer from any person or group of persons other than CleanTech and its affiliates (a "Competing Proposal") to acquiredevelop a facility or operation at the Site contemplated by this memorandum of understanding, whether by merger, purchase of stock, purchase of assets, equity interests or other securitiesjoint venture, tender offer or otherwise, all or substantially all provide any non-public information to any third party in connection with a Competing Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Transaction with CleanTech. The Xxxxxxxx Parties agree to immediately notify CleanTech if any member of the capital stock Xxxxxxxx Group receives any indications of interest, requests for information or consolidated assets offers in respect of LVP REIT (a “Permitted Transaction”)an Competing Proposal, but LVP REIT may only enter into an agreement with respect thereto and will communicate to CleanTech in reasonable detail the extent that the entry into terms of any such transaction would not require indication, request or otherwise offer, and will provide for the sale CleanTech with copies of the Company Interests owned by the Contributors other than the LVP Parties all written communications relating to any such indication, request or prevent or materially impair the ability offer. Immediately upon execution of the Contributorsthis memorandum of understanding, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors Xxxxxxxx Parties shall, and shall cause the Xxxxxxxx Group Companies to, immediately terminate any and all existing discussions or negotiations with any person or group of persons other than CleanTech and its affiliates regarding a Competing Proposal. The Xxxxxxxx Parties represent that no member of the Xxxxxxxx Group is party to or bound by any agreement with respect to any Potential Transaction and request that all confidential information relating to any a Competing Proposal other than under this memorandum of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedunderstanding.

Exclusivity. For a period of forty-five (a45) During the period commencing on days from the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termshereof, the Contributors and LVP REIT parties' agree that without the others' prior written consent @pos, Crossvue shall notnot (nor will it permit any of its officers, and shall cause the Group Companies and each of their respective directors, officers and members, shareholders, agents, representatives not toor affiliates (collectively "Agents"), to ------ directly or indirectly, take any of the following actions with any party other than @pos and its designees: (xi) knowingly initiate, solicit, discussencourage, negotiate, provide non-public information initiate or participate in any negotiations or discussions with respect to, any offer or respond affirmatively proposal to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of acquire all or substantially all of the equity interests Crossvue's business and properties or assets a majority of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, Crossvue's capital stock whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, or effect any such transaction, (ii) disclose any information not customarily disclosed to any person concerning Crossvue's business and properties or afford to any person or entity access to its properties, books or records, (iii) assist or cooperate with any person to make any proposal to purchase all or substantially all any part of the Crossvue's capital stock or consolidated assets assets, other than inventory in the ordinary course of LVP REIT business, or (a “Permitted Transaction”)iv) enter into any agreement with any person providing for the acquisition of Crossvue (whether by way of merger, purchase of Crossvue capital stock, purchase of assets, or otherwise) Crossvue. In the event Crossvue shall receive any offer or proposal, directly or indirectly, of the type referred to in clause (i) or (iii) above, or any request for disclosure or access pursuant to clause (ii) above, it shall immediately inform @pos of and provide to @pos any such offer or proposal and will cooperate with @pos by furnishing any information it may reasonably request. If an offer is received by @pos, consistent with the fiduciary obligation that @pos may then owe to its stockholders, but LVP REIT may only enter into an agreement with respect thereto to the extent required by applicable law, such offer may be communicated to the Board of Directors of @pos and approved by the Board consistent with their fiduciary duty, provided that @pos will not, except as required by applicable law, provide information to such offeror. @pos will promptly advise Crossvue of the entry into identity of such offeror and communicate to Crossvue the terms of any proposal which it may receive and deliver to Crossvue a copy of any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder offer in connection with a Potential Transaction be promptly returned or destroyedwriting.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur In consideration of the Closing expenditure of time, effort and expense to be undertaken by Purchaser in connection with the termination preparation of this Agreement in accordance with its termsand the other Transaction Documents, and the investigations and review of the business of the Company and the Subsidiaries, the Contributors and LVP REIT shall notCompany agrees that, and shall cause prior to the Group Companies and each Termination Date, neither it, any of the Subsidiaries, any of their respective Affiliates, nor any of the respective directors, officers and officers, employees, agents or representatives not toof any of the foregoing will, directly or indirectly, : (xi) knowingly initiatecontinue, solicit, discussinitiate, negotiate, provide non-public information facilitate or encourage any inquiries or the making of any proposal with respect toto (A) the sale or issuance by the Company or any Subsidiary of any Common Stock, Preferred Stock or respond affirmatively other Equity Securities of the Company or any Subsidiary to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives Purchaser or (a “Third Party Bidder”)B) any merger, with respect to any transactionconsolidation, however structured, resulting in or relating to the acquisition by such Third Party Bidder sale of all or substantially all of the equity interests or assets of the Group Companies Company and the Subsidiaries taken as a whole, or other business combination involving the Company or any individual mall Subsidiary and any other Person other than Purchaser (any of the transactions described in the foregoing subparagraphs (A) and (B) being hereinafter referred to as a "Competing Transaction"); (ii) negotiate, explore or development project otherwise engage in discussions with any Person other than Purchaser either with respect to any Competing Transaction or with respect to any matter which may reasonably be expected to lead to a proposal for a Competing Transaction; (iii) enter into any agreement, arrangement or understanding either with respect to a “Potential Competing Transaction or with respect to any matter which may reasonably be expected to lead to a proposal for a Competing Transaction”; or (iv) provide any information to any Person which may reasonably be expected to solicit, initiate, facilitate or encourage any of the matters referred to in the foregoing subparagraphs (i) through (iii); provided, however, that, subject to Section 6.1(b), nothing in this Section 6.1(a) shall prohibit the Company and its directors, officers, employees, agents and representatives from: (x) engaging in any of the conduct or activities otherwise prohibited by this Section 6.1(a) with respect to a Competing Transaction with a Disclosed Competing Party; or (y) enter into any contract, agreement or arrangement with any Third Party Bidder in response to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, an unsolicited proposal or offer to acquireinquiry regarding a Competing Transaction made by a Person other than Purchaser, whether by mergera Disclosed Competing Party or an Undisclosed Competing Party (any such Person, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”"New Competing Party"), but LVP REIT may only enter into (aa) furnishing such New Competing Party information pursuant to an appropriate confidentiality agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, concerning the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shallSubsidiaries, (bb) engaging in discussions or negotiations with such New Competing Party concerning a Competing Transaction and shall cause the Group Companies to(cc) entering into any agreement, immediately terminate any existing discussions arrangement or understanding with such New Competing Party with respect to any Potential a Competing Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedsuch New Competing Party.

Exclusivity. (a) During the period commencing on From the date hereof of this Agreement through the ----------- earlier to occur of the Closing and the termination of this Agreement in accordance with its termsor the Closing Date, the Contributors and LVP REIT Company shall not, and nor shall cause the Group Companies and each Company authorize or permit any of their respective its officers, directors, officers and employees, affiliates, investment bankers, advisors, representatives not toor agents, directly or indirectly, to (xa) knowingly initiate, solicit, discussinitiate or encourage the submission of any Proposal (as defined below) or (b) participate in any discussions or negotiations regarding, negotiate, provide non-public or furnish to any person or entity any information with respect to, or respond affirmatively take any other action to facilitate any inquiriesinquiries or the making of any proposal that constitutes, proposals or offers (whether initiated by them or otherwise)may reasonably be expected to lead to, from any Person other than Proposal. For purposes of this letter, the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), term "Proposal" means any proposal with respect to (i) a merger, consolidation, share -------- exchange, strategic alliance, business combination or other similar transaction (including, but not limited to, any transactiontransaction in which a third party could become the direct or indirect beneficial owner of any capital stock of the Company) involving the Company or any subsidiary of the Company, however structured, resulting in or relating to the acquisition by such Third Party Bidder any purchase of all or substantially all any significant portion of the equity interests or assets of the Group Companies Company or any individual mall or development project (a “Potential Transaction”) subsidiary of the Company or (yii) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all financing of the capital stock or consolidated assets Company. The Company shall promptly advise Parent orally and in writing of LVP REIT (a “Permitted Transaction”)A) the receipt by it (or, but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned known by the Contributors other than the LVP Parties or prevent or materially impair the ability of the ContributorsCompany, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to by any of the Group Companies provided persons or entities referred to above) after the date hereof of any Third Party Bidder Proposal, or any inquiry that could reasonably be expected to lead to a Proposal (but the Company shall not be required to disclose the identity of the person making any such Proposal or inquiry) and (B) the material terms and conditions of any such Proposal or inquiry. If the Company breaches the provisions of this Section 6.03, then immediately upon the occurrence of such breach, (i) the Company shall reimburse Parent for all fees and expenses incurred in connection with the negotiation and preparation of the definitive agreement, including, without limitation, all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by Parent, (ii) the Company shall pay Parent a Potential Transaction termination fee of $100,000 in cash, and (iii) all amounts theretofore loaned by Parent to the Company shall become immediately due and payable upon written demand therefor by Parent, including, but not limited to all amounts loaned under the Bridge Note or the Second Bridge Loan, if any. The remedies for the Company's breach of this Section 6.03 as set forth herein, shall be promptly returned in addition to any other remedy at law or destroyedin equity available to Parent and Subcorp in connection with any such breach.

Exclusivity. (a) During Parent, Merger Sub and AgEagle recognize that a great deal of time, effort and expense has been and will be undertaken by each of the parties in connection with the negotiation of this Agreement and the transactions contemplated hereby, and therefore each of the parties agrees that for the period commencing on the date hereof through and ending on January 31, 2018, they will negotiate exclusively with the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall notother party, and shall cause the Group Companies and each it will not (nor will they permit any of their respective respective, subsidiaries’ or affiliates’ stockholders, managers, members, directors, officers and officers, employees, partners or representatives not to), directly or indirectly, take any of the following actions with any third-party other than Parent, Merger Sub and AgEagle and their respective officers, directors, managers, members, partners, officers, employees, representatives and other affiliates: (xa) knowingly initiate, solicit, discuss, negotiate, provide non-public information solicit or encourage inquiries or proposals with respect to, furnish any information relating to, participate in any negotiations or respond affirmatively discussions concerning, or cooperate in any manner relating to, any possible acquisition of or by the parties or any of their respective subsidiaries or affiliates or investments (all the foregoing, whether by way of merger, purchase of equity interests, a loan, purchase of assets, exclusive license or otherwise) (each matter referred to in this clause (a), “Other Transaction”); (b) provide information with respect to any inquiriesparty or any of their subsidiaries or affiliates to any Person relating to, proposals or offers otherwise cooperate with, facilitate or encourage any effort or attempt by any Person with regard to, any possible Other Transaction; or (whether initiated by them c) enter into any Other Transaction or otherwise)understanding with any Person providing for or regarding an Other Transaction or possible Other Transaction. Each of the parties represent and warrant to each other that (i) it has ceased and caused to be terminated any and all existing contacts or negotiations with third parties, from that neither it nor any of its representative are presently engaged in any negotiations or discussions concerning any Other Transaction with any Person other than the Parent Parties Buyer Entities and their Affiliates AgEagle; and representatives (a “Third Party Bidder”)ii) each party will notify the other party within 48 hours of receipt of another offer, with respect to any transaction, however structured, resulting in or relating and will inform the other party if such offer is superior to the acquisition transaction contemplated by such Third Party Bidder this Agreement in terms of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”)economics, but LVP REIT may only enter into an agreement with respect thereto will not otherwise be obligated to the extent divulge any details regarding such offer. Each party acknowledges and agrees that the entry into any such transaction would not require or otherwise provide for foregoing provisions constitute an essential and necessary inducement to each party’s willingness to continue discussions regarding the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company Merger and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedTransactions contemplated hereby.

Exclusivity. From the date hereof until the earlier of (a) During the period commencing on the date hereof through the earlier to occur of the Closing Date and the termination of (b) such date on which this Agreement terminates in accordance with its termsArticle 12, each of the Contributors Sellers and LVP REIT Seller Parent shall not, and shall cause the Group Companies their respective Affiliates and each their respective officers, directors, and employees not to, and none of them will permit any of their respective directors, officers and representatives not to, directly or indirectly, (xi) knowingly initiate, solicit, discussinitiate or knowingly encourage the submission of any proposal or offer from any Person, negotiateor enter into any contract or agreement, provide non-public relating to the direct or indirect acquisition of the Shares or the Business or (ii) participate in any discussions or negotiations regarding such an acquisition of the Business or the Shares or furnish or cause to be furnished any confidential or proprietary information with respect tothereto to any Person (in each case, other than Buyer and its representatives). Seller Parent, Sellers and their respective Affiliates and their respective officers, directors, employees, and representatives will promptly cease any such existing activities, discussions or negotiations with any Persons (other than Buyer and its representatives) heretofore conducted, or respond affirmatively the provision of any confidential or proprietary information to any inquiries, proposals or offers Person (whether initiated by them or otherwise), from any Person other than the Parent Parties Buyer and their Affiliates and representatives (a “Third Party Bidder”)its representatives) to which confidential or proprietary information heretofore has been provided, with respect to any transaction, however structured, resulting in direct or relating indirect acquisition of the Shares or the Business. Notwithstanding anything to the acquisition contrary contained in this Section 5.06, the restrictions set forth in this Section 5.06 on indirect acquisitions shall not in any way limit Seller Parent’s ability to enter into, or cause to be entered into, a transaction subject to the rights and obligations of Buyer under this Agreement and the Ancillary Agreements. Any breach of this Section 5.06 by such Third Party Bidder any representative of all or substantially all of the equity interests or assets of the Group Companies Sellers, Seller Parent or any individual mall or development project (of their respective Affiliates shall be deemed a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and breach of this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether 5.06 by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company Seller Parent and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedSellers.

Exclusivity. From and after the Financing Waiver Date (a) During prior to which time the period commencing on the date hereof through the earlier to occur provisions of the Closing first and the termination last sentences of this Agreement in accordance with its termsSection 7.6 will not be effective), the Contributors and LVP REIT shall Morgans Parties will not, and shall will cause the Group Companies Holdings not to and each of the Morgans Parties will cause their respective officers, directors, officers affiliates, representatives and representatives agents not to, directly or indirectly, (x) knowingly initiate, solicit, discussinitiate or knowingly encourage any inquiries or proposals from, negotiatediscuss or negotiate with, provide non-public any information with respect to, or respond affirmatively to enter into any inquiriescontract or agreement with, proposals or offers (whether initiated by them or otherwise), from any Person (other than DLJMB and its representatives) relating to (i) any merger, consolidation, reorganization, business combination, asset sale, stock sale, equity investment or similar transaction involving the Parent Acquired Assets or Holdings, or (ii) any equity investment, partnership, joint venture or other transactions in connection with the Acquired Assets that is similar in structure or purpose to those contemplated by this Agreement (except as disclosed to and approved by DLJMB in writing). Notwithstanding the preceding sentence, the parties acknowledge that the Morgans Parties have had and may have discussions with interested parties with respect to potential transactions (to be consummated after Closing) regarding real estate and intellectual property comprising a part of the Acquired Assets; provided that no agreement may be entered into as a result of such discussoins except in accordance with the provisions of Section 7.3. The Morgans Parties will, and will cause their Affiliates respective officers, directors, affiliates, representatives and representatives (a “Third Party Bidder”)agents to, promptly notify DLJMB if any proposal, with respect to any transactionthe foregoing, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall inquiry or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement contact with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement Person with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shallis made, and such notification shall cause contain the Group Companies tomaterial terms of such proposal, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned inquiry or destroyedcontact.

Exclusivity. (a) During From the period commencing on the date hereof through Signing Date until the earlier to occur of the Closing and the (a) termination of this Agreement in accordance with its termspursuant to the terms and conditions hereof and (b) the Closing, the Contributors and LVP REIT shall notSeller Parent shall, and shall cause the Group Companies and each of Seller and Seller Parent shall cause its respective controlled Affiliates and its and their respective directorsRepresentatives, officers and representatives not to, directly or indirectly: (i) solicit, (x) knowingly initiate, solicitentertain, discussconsider, negotiateencourage, provide non-public information with respect torespond to or accept the submission of any proposal, inquiry or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), offer from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or third party relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of stock, purchase of assets or otherwise) of all or a significant portion of the Business or the Acquired Assets (other than Inventory and Equipment in the Ordinary Course of Business) or (ii) initiate, engage in or participate in any discussions or negotiations regarding, furnish any information (including by providing access to the books, records, assets, equity interests business or personnel of any Seller or the Acquired Entities) with respect to, assist or participate in any effort or attempt by any third party to do or seek any of the foregoing. Each Seller and Seller Parent shall, and shall cause its respective controlled Affiliates and its and their respective Representatives to, immediately cease and suspend any existing activities, discussions or negotiations with respect to the sale of the Business with any third party other securitiesthan Buyer and to request that all confidential information previously furnished to any such Person in connection therewith be returned or destroyed promptly. For the avoidance of doubt, tender offer no action taken by any Seller or otherwise, Seller Parent or any of their respective Affiliates or Representatives in furtherance of the transactions contemplated by this Agreement or relating to a transaction involving all or substantially all of the capital stock Seller Parent shall be a breach of this Section 5.23; provided, nothing set forth in this Section 5.23 shall relieve any Seller, Seller Parent or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to their respective successors or assigns of any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedof their obligations under this Agreement.

Exclusivity. (a) During the period commencing on Interim Period, each of the Company and the NESCO Owner shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than Acquiror, Merger Sub, Intermediate Holdings, New HoldCo and/or any of their Affiliates) concerning any purchase of any of the Company’s equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, an “Acquisition Transaction”); provided, however, that Acquiror, Merger Sub, Intermediate Holdings and New HoldCo hereby acknowledge that prior to the date of this Agreement, the Company has provided information relating to the Company and its Subsidiaries and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a proposal to engage in an Acquisition Transaction without any breach by the Company of this Section 9.03(a); provided, further, however, that the foregoing acknowledgement shall not in any way diminish the obligations of the Company, the NESCO Owner, and their respective Affiliates and Representatives pursuant to this sentence and, for the avoidance of doubt, the Company shall not enter into any further discussions or negotiations or provide any further information in respect of, or enter into any agreement or arrangement with respect to, any such proposal. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Company and its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in such event, the Company shall notify Acquiror of such facts and circumstances. Each of the Company and the NESCO Owner shall, and each shall cause its respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively which is reasonably likely to any inquiriesgive rise to or result in, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential an Acquisition Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.

Exclusivity. From and after the Effective Date (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of unless this Agreement in accordance with its termsis terminated pursuant to Article VIII), the Contributors and LVP REIT shall notneither Seller nor Owners shall, and shall cause the Group Companies and each not authorize any of their respective directorsAffiliates, officers and agents, representatives not or employees to, directly or indirectly, (xi) knowingly initiateencourage, solicit, discussinitiate, negotiate, provide non-public information with respect to, facilitate or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, continue inquiries regarding any inquiry, proposal or offer from any Person (other than Buyer, Parent or any of their Affiliates) relating to acquirethe direct or indirect disposition, whether by mergersale, purchase of assets, equity interests or other securities, tender offer merger or otherwise, of all or substantially all any portion of the capital stock Business or consolidated assets of LVP REIT the Purchased Assets (a each, an “Permitted TransactionAcquisition Proposal”), but LVP REIT may only (ii) enter into an agreement with respect thereto to the extent that the entry discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal, or (iii) enter into any such transaction would agreements or other instruments (whether or not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company binding) regarding an Acquisition Proposal. Seller and the Group Companies Owners shall immediately cease and cause to complete the Contemplated Transactions. The Contributors shallbe terminated, and shall cause the Group Companies their Affiliates and all of their respective agents, representatives and employees to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, immediately terminate or that could lead to, an Acquisition Proposal. Seller shall promptly (and in any existing discussions event within three Business Days after receipt thereof by Seller, Owners or their respective Affiliates, agents, representatives or employees) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Potential Transaction Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and request that all confidential information relating to any conditions of such request, Acquisition Proposal or inquiry, and the identity of the Group Companies provided Person making the same. Seller and each Owner agree that the rights and remedies for noncompliance with this Section 6.13 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to any Third Party Bidder in connection with a Potential Transaction be promptly returned Buyer and Parent and that money damages would not provide an adequate remedy to Buyer or destroyedParent.

Exclusivity. (a) During the period commencing on Sellers shall not, and Sellers shall ensure that none of their affiliates, officers, directors, employees, representatives or agents shall, after the date hereof through the earlier hereof, directly or indirectly, solicit or engage in negotiations with, or provide any information to, or otherwise cooperate with, any person or entity that seeks to occur acquire or expresses an interest in acquiring all or any substantial part of the Closing Business, or for the purpose of otherwise effecting any transaction or business combination inconsistent with the transactions contemplated hereby, and Sellers shall not, and Sellers shall ensure that none of its affiliates, officers, directors, employees, representatives or agents shall, enter into any agreement with or grant any proxy, option or other similar right to any third person or entity in connection with any transaction or business combination inconsistent with the with the transactions contemplated hereby; provided, however, that (i) the filing of reports and other information with the SEC and the distribution of reports and other information to stockholders shall be deemed not to violate this Section 6.7 and (ii) nothing contained in this Section 6.7 or elsewhere herein shall prohibit the Boards of Directors of Sellers from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal in writing to acquire the Business, whether by merger, consolidation, or stock acquisition, or acquisition of substantially all of the assets of Sellers, on terms which, in the exercise of their fiduciary duty after the consideration of advice from Sellers' legal and financial advisors, a majority of Sellers' directors determines is likely to be more beneficial to each of the stockholders than the transactions contemplated hereby, and provided, further, that Sellers' legal and financial advisors may engage in discussions regarding such written offer to clarify the terms of such offer for the purpose of rendering the advice referred to above to the Boards of Directors of Sellers, in each case, provided that, Sellers and its advisors, prior to furnishing such information to, or entering into discussions or negotiations with, such a person or entity, shall provide written notice to GEM to the effect that Sellers are furnishing information to, or entering into discussions with, such a person or entity, and shall keep GEM informed of the status (including the identity of such person or entity and the terms of any proposal) of such discussions or negotiations. Nothing in this Section 6.7 shall (A) permit Sellers to terminate this Agreement, (B) permit Sellers to enter into any agreement with respect to an Alternate Transaction (as defined in Section 11.6(b)) prior to the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) terms or (yC) enter into affect any contract, agreement or arrangement with other obligation of any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of party under the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedAgreement.

Exclusivity. (a) During the period commencing on from the date hereof through of this Agreement until the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsor the Closing, the Contributors and LVP REIT Seller shall not, and shall cause the Group Companies their Affiliates, managers, employees, advisors, representatives, and each of their respective directors, officers and representatives agents not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect tofacilitate, accept or respond affirmatively to discuss any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer by a third party (an “Acquisition Proposal”) to acquireacquire all or any significant part of the Business or the System, whether by merger, purchase of equity interests, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT otherwise (a “Permitted TransactionThird Party Acquisition”), but LVP REIT may only or provide any nonpublic information to any third party in connection with an Acquisition Proposal or a Third Party Acquisition, or enter into an agreement with respect thereto any agreement, arrangement or understanding requiring Seller to abandon, terminate or fail to consummate the extent that transactions contemplated hereby. The Seller shall take the entry into any necessary steps to inform each of their representatives, officers, advisers, agents, trustees, and Affiliates (all such transaction would not require or otherwise provide for Persons, the sale “Seller Group”) of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability obligations undertaken in this Section 6.7 and will cause each member of the ContributorsSeller Group to promptly notify (but in any event within 24 hours), orally and in writing, the Company and Purchaser (through the Group Companies to complete the Contemplated Transactions. The Contributors shallSeller) if they receive any indication of interest, and shall cause the Group Companies to, immediately terminate any existing discussions request for information or offer with respect to any Potential Transaction Acquisition Proposal or Third Party Acquisition, which notice shall include the identity of the parties, price and request other material terms thereof and copies of any proposals, expressions of interest or other related documentation. The Seller represents that all no member of the Seller Group is party to or bound by any agreement with respect to an Acquisition Proposal or a Third Party Acquisition other than under this Agreement and the Seller is not pursuing any discussions with third parties (other than the Purchaser) regarding Acquisition Proposals or Third Party Acquisitions. To the extent Seller has provided confidential information relating with respect to the Business to any of potential acquirer in the Group Companies provided last twelve (12) months, such Seller shall request such potential acquirer(s) to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedreturn all such confidential information to such Seller.

Exclusivity. Between the date of this Agreement and the earlier of (a) During the period commencing on the date hereof through the earlier to occur of the Closing and (b) the termination of this Agreement in accordance with its termsthe Agreement, the Contributors and LVP REIT Seller shall not, and shall cause the Group Acquired Companies and each of their its respective Affiliates, officers, directors, officers and managers, representatives (in their capacity as such) or agents (in their capacity as such) not to, (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase, directly or indirectly, of all or any portion of the Capital Stock of any of the Acquired Companies or any ownership interest in any of the Acquired Companies or any substantial assets of the Acquired Companies (xexcluding sales of assets in the Ordinary Course of Business), (B) knowingly initiateinitiate or consummate any merger, solicitliquidation, discussconsolidation or other business combination with Seller or any of the Acquired Companies or (C) enter into a recapitalization, negotiatereorganization or any other extraordinary business transaction involving or otherwise relating to Seller or any of the Acquired Companies or (ii) participate in any discussions, provide non-public conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or respond affirmatively otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transactionforegoing; provided, however, that “Potential Transaction” transactions with Buyer or its Affiliates and the transactions contemplated by Section 5.17 (Redemption of Lantana Preferred Stock) hereof shall not include, and be violations of this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions5.7. The Contributors Seller shall, and shall cause the Group Companies toits Affiliates, officers, directors, managers, representatives (in their capacity as such) and agents (in their capacity as such) to immediately terminate cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any existing discussions Persons conducted heretofore with respect to any Potential Transaction of the foregoing. Seller shall not, and request that all confidential information relating shall cause its Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Seller or any of the Group Companies provided to any Third Party Bidder its Affiliates is a party entered into in connection with a Potential Transaction be promptly returned or destroyedproposed acquisition of the Acquired Companies.

Exclusivity. (a) During the period commencing on Except as provided in Section 1(b) below, for sixty (60) days after the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms(the "Termination Date"), the Contributors Company, its subsidiaries and LVP REIT shall not, affiliates and shall cause the Group Companies and each of their respective directors, officers officers, advisors, representatives and representatives other agents shall not directly or indirectly (i) solicit, initiate, encourage, facilitate the submission of or entertain any proposals or offers relating to, directly or indirectly, (xii) knowingly initiate, solicit, discuss, negotiate, provide non-public any information with respect to, or respond affirmatively to any inquiriesthird party in response to any submissions, proposals or offers relating to, (whether initiated by them iii) engage in any negotiations or otherwise)discussions with any person or entity relating to, from or (iv) otherwise cooperate in any Person way with any person in connection with (such actions being individually and collectively referred to herein as "Marketing") any acquisition, merger, recapitalization, liquidation, dissolution or any similar transaction involving all or any material portion of the Company, its business or assets or all or any material portion of the Company's capital stock or other equity interests, other than the Parent Parties Transaction. The Company shall promptly notify Edgecliff of any such proposals or offers made on or prior to the Termination Date. From and after the date of this letter until the Termination Date, the Company, its subsidiaries and affiliates and their Affiliates respective directors, officers, advisors, representatives and representatives other agents shall not directly or indirectly take any other action (a “Third Party Bidder”or fail to take any required action) or permit any person on its behalf to take any other action (or fail to take any required action) that would be inconsistent with, delay or adversely affect the consummation of the Transaction. Nothing contained in this paragraph, however, shall prevent the Company's Board of Directors (the "Board"), with respect to any transactionif they determine in good faith that their fiduciary duty so requires, from (A) considering a Superior Offer (as defined below) which had not been directly or indirectly solicited, initiated or encouraged by the Company, its subsidiaries or affiliates, or their respective directors, officers, advisors, representatives and other agents on or after the date of this Agreement; provided, however structuredthat the Company shall promptly notify Edgecliff (and continuously update such notification upon Edgecliff's request) of the receipt of any such offer, resulting of the status of the Board's consideration thereof and of any actions taken in or relating connection therewith; provided, further, that the Purchaser does not make, within five (5) days of receipt of the Company's written notification of the intention of the Board to consider such a Superior Offer, an offer that the Board determines, in good faith after consultation with its financial advisors, is at least as favorable to the acquisition by such Third Party Bidder of all or substantially all stockholders of the equity interests Company as the Superior Offer or assets (B) providing information to a third party in response to a Superior Offer or an indication of interest from a third party (but not taking any other action proscribed by this Section 1); provided, however that (x) the Group Companies or any individual mall or development project (Board determines that such third party is capable of providing a “Potential Transaction”) or Superior Offer following receipt of such information, (y) enter into any contract, such third party executes a confidentiality agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale in favor of the Company Interests owned containing substantially the same terms, including the "standstill" provisions, as the confidentiality agreement previously executed by the Contributors other than the LVP Parties or prevent or materially impair the ability Edgecliff in favor of the Contributors, the Company and (z) the Group Companies to complete the Contemplated Transactions. The Contributors shall, and Company shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any promptly notify Edgecliff of the Group Companies provided request to receive such information and of any Third Party Bidder action taken in connection with a Potential Transaction be promptly returned or destroyed.such request including confirmation that the confidentiality agreement has been executed by such third party pursuant to clause (y) of this sentence. For purposes of this Agreement, the term "

Exclusivity. In consideration of the above, the Company shall not, directly or indirectly, through any director, officer, member, manager, employee, agent, creditor, representative or otherwise (aand each of said parties shall use reasonable efforts to insure such persons shall not directly or indirectly) During (i) solicit, initiate or encourage the period commencing on submission of inquiries, proposals or offers from any person or entity relating to (x) any business combination with respect to the Company or the business of the Company; or (y) the sale of any of the assets and/or securities of the Company (an "Alternative Transaction"), (ii) enter into or participate in any negotiations, or initiate any discussions or continue any discussions initiated by others, regarding any Alternative Transaction, or furnish to any other person or entity any information with respect to the assets or business of the Company or its business for the purposes of pursuing a possible Alternative Transaction with any other party, or (iii) otherwise participate in, assist, facilitate or encourage any effort or attempt by any other person or entity to do any of the foregoing. The Company shall promptly notify the Purchaser of any proposal or inquiry made to it or any of its directors, officers, members, managers, creditors, employees, agents, representatives, or otherwise with respect to any of the foregoing. The foregoing exclusivity shall terminate upon the earlier of the Closing, or the Outside Closing Date, or the date hereof through Purchaser terminates this Agreement, provided, however, that if the Transaction has not been consummated prior to the Outside Closing Date as a result of the Purchaser not fulfilling its obligations provided for herein, including without limitation, the loan described in Section 2(i) above, the Company shall be released from its obligations hereunder and this Agreement shall be terminated and have no further force and effect, and provided, further that if the Transaction has not been consummated prior to the Outside Closing Date as a result of the Company not fulfilling its obligations provided for herein, including without limitation, those provided for in Sections 2(iv), (v) and (vii), the exclusivity shall continue until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than Purchaser or 60 days after the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedOutside Closing Date.

Exclusivity. Innoveda acknowledges that Mentor will expend substantial amounts of resources in negotiating xxxxxxs a definitive agreement regarding the Proposed Transaction (the "DEFINITIVE AGREEMENT"). In consideration therefor, Innoveda hereby agrees that from the date of this letter agreement until whichever is the earliest of (a) During the period commencing 11:59 p.m. (Pacific Time) on April 23, 2002, (b) the date hereof through that the earlier Definitive Agreement is fully executed and becomes effective, or (c) the date on which Mentor shall deliver notice in writing to occur of Innoveda that the Closing and the termination exclusivity provisions of this Agreement in accordance with letter agreement are terminated (such earliest date being termed the "EXPIRY DATE"), neither Innoveda nor any of its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and officers, employees, affiliates or other representatives not to(collectively, "REPRESENTATIVES") will directly or indirectly: (i) solicit, (x) knowingly encourage, initiate, solicitentertain, discuss, negotiate, provide non-public information with respect to, substantively review or respond affirmatively to participate in any inquiries, proposals negotiations or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), discussions with respect to any transactionoffer or proposal (formal or informal, however structuredoral, resulting in written or relating otherwise) to acquire all or any material part of Innoveda, whether by purchase of assets, exclusive license, joint venture formation, purchase of stock, business combination or otherwise, (ii) disclose any information not customarily disclosed to any person concerning Innoveda and which Innoveda believes would be used for the purposes of formulating any such an offer or proposal, (iii) assist, cooperate with, facilitate or encourage any person to make any offer or proposal to acquire all or any material part of Innoveda (directly or indirectly), (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving the acquisition by such Third Party Bidder of all or substantially all any material part of the equity interests or assets of the Group Companies or any individual mall or development project Innoveda (a “Potential Transaction”) "COMPETING PROPOSED TRANSACTION"), or (yv) enter into authorize or permit any contractof Innoveda's Representatives to take any such action. Notwithstanding anything to the contrary in this letter agreement, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” Competing Proposed Transaction shall not include, and this Section 6.13(a) Innoveda shall not apply have no restrictions with respect to, (y) any inquirysale or disposition (whether by asset sale, stock sale, sale of a subsidiary or subsidiaries, merger or otherwise) of all or any portion of Innoveda's system level design business or products and/or (z) the conduct by Innoveda of its business in the ordinary course, including but not limited to the licensing of Innoveda's products to end users and resellers. Through the Expiry Date, Innoveda shall notify Mentor immediately if any proposal or offer to acquire(formal or informal, whether by mergeroral, purchase of assets, equity interests or other securities, tender offer written or otherwise), all or substantially all any material inquiry or contact with any person with respect thereto, regarding a Competing Proposed Transaction is made after the date hereof, such notice to include the identity of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any person proposing such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company Competing Proposed Transaction and the Group Companies to complete the Contemplated Transactions. The Contributors shallmaterial terms thereof, and shall keep Mentor apprised, on a current basis, of the status of any such Competing Proposed Transaction and of any modifications to the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of Innoveda and its Representatives set forth in the second sentence of this section. Innoveda immediately shall cease and cause the Group Companies to, immediately terminate any to be terminated all existing discussions or negotiations with any parties other than Mentor conducted heretofore with respect to any Potential Transaction Competing Proposed Transaction. Subject to the exceptions set forth in clauses (y) and request that all confidential information relating (z) above, through the Expiry Date, Innoveda will not engage in any material transaction involving the transfer or licensing of any intellectual property to a third party or the issuance or exchange of Innoveda equity securities or securities convertible into equity securities (other than routine awards of stock options and restricted stock under Innoveda's existing stock plans and exercises of such awards) or any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedmaterial financing transaction without Mentor's advance written consent.

Exclusivity. (a) During the period commencing The Managing Member, itself and on the date hereof through the earlier to occur behalf of the Closing Company, hereby agrees that Section 12.4 of the LLC Agreement shall not apply to any of your Affiliates (other than your Subsidiaries) from which you are separated by a reasonable and customary information barrier and the termination voting and investment powers of this Agreement which are exercised independently from you with respect to the Investment. (b) Notwithstanding Section 12.4 of the LLC Agreement, but subject to any applicable restrictions under the Restructuring Proposal, you and your Subsidiaries shall be permitted to invest in accordance voting common shares of GGP following the effective date of the Plan; provided that your holdings of such common shares, together with its termsany holdings of your Subsidiaries (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), shall not exceed three percent (3%) of the aggregate outstanding amount of such common shares; provided, further, that you agree (i) not to purchase or dispose of any such common shares if, at the time of such purchase or disposition, the Contributors and LVP REIT shall not, and shall cause Person making the Group Companies and each applicable investment decision is in possession of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide any material non-public information with respect to, relating to GGP on which it is prohibited from trading under the Exchange Act; (ii) not to purchase or respond affirmatively to dispose of any inquiries, proposals such common shares unless you have determined that such purchase or offers (whether initiated by them or otherwise), from any Person other than disposition would not result in a disgorgement of profits under Section 16(b) of the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), Exchange Act with respect to any transactionMember other than you or your Affiliates; (iii) to notify the Managing Member of such purchase or disposition (including any indirect purchase or disposition, however structuredfor example, resulting by means of swaps or other derivatives), as applicable, and the amount and timing thereof, immediately after such purchase or disposition, and in any event on the date thereof; (iv) not to sell “short” any such common shares, unless you shall have determined that such “short” sale is permitted under Section 16(c) of the Exchange Act; (v) to reimburse the Company for any expenses incurred by the Company or relating the Managing Member on behalf of the Company, in connection with any amendment to any filings made on behalf of the Company pursuant to Section 13 of the Exchange Act; (vi) not to engage in any acquisition that would require compliance with Regulation 14E of the Exchange Act with respect to GGP or any of its Affiliates; and (vii) to vote any common shares held by you and your Affiliates at all times in the same manner and in conformance with how the Company votes its common shares in GGP. References in this paragraph 23 to any purchase or disposition of common shares of GGP shall be to the acquisition purchase or disposition on a date or within a time period specified by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project relevant party. (a “Potential Transaction”c) or If GGP (yi) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter enters into an agreement with respect thereto to a restructuring or the extent that the entry into financing thereof with any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors party other than the LVP Parties or prevent or materially impair Consortium and (ii) such agreement has been approved by the ability board of GGP and all interest-holders of GGP whose approval of such agreement is required under the Plan (or, the court overseeing the Chapter 11 case confirms that no such interest-holder approval is required), then you will automatically be released from your obligations under Section 12.4 of the ContributorsLLC Agreement; provided that, in no event, subject to the next sentence, may you take any action otherwise restricted under Section 12.4 of the LLC Agreement if such action would result in the Consortium losing the benefit of its bid protection pursuant to that certain letter agreement between BAM, Pershing Square, LP and certain affiliates of Pershing Square, LP, dated as of February 24, 2010 (any such action, a “Prohibited Action”). The Managing Member shall, within five (5) Business Days of deemed receipt of a request in writing by you specifying in reasonable detail the action(s) proposed to be taken, notify you in writing whether such action, in its reasonable determination, either would be a Prohibited Action or would not be a Prohibited Action. If the Managing Member fails to so notify you within such time frame, or notifies you that such proposed action(s) is not a Prohibited Action, then the Managing Member and the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shallshall not have, and shall agree not to bring, any cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder action or claim against you for a breach of this paragraph 23(c) in connection with the taking of such action(s). 14 (d) Subject to the proviso to paragraph 23(c) above, your exclusivity obligations under Section 12.4 of the LLC Agreement shall terminate on the date you cease to be a Potential Transaction be promptly returned Member following either (i) the sale pursuant to Section 10.1(b), 10.6, 10.8(d)(i) or destroyed10.8(d)(ii) of the LLC Agreement of one hundred percent (100%) of your Interest to any other Member or third-party purchaser which, in each case, is not an Affiliate of yours or (ii) the distribution to you of one hundred percent (100%) of your pro rata share (determined in accordance with your Consortium Percentage Interest) of the Investment and the other Assets of the Consortium pursuant to Section 10.8(a) or 10.8(b) of the LLC Agreement. 25.

Exclusivity. Until the earlier of (ai) During the period commencing on Closing or (ii) the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termspursuant to the provisions of Section 9.1 hereof, HBF and the Contributors Shareholders, jointly and LVP REIT severally, agree that they shall not, and not (nor shall cause the Group Companies and each they permit any of their respective officers, directors, officers and agents, representatives not or affiliates to, ) directly or indirectly, take any of the following actions with any party other than Purchaser and its designees: (xa) knowingly initiate, solicit, discussencourage, negotiateinitiate or participate in any inquiry, provide non-public information with respect to, negotiations or respond affirmatively to discussions or enter into any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), agreement with respect to any transaction, however structured, resulting in offer or relating proposal to the acquisition by such Third Party Bidder acquire any portion of all or substantially all of the equity interests or assets of the Group Companies HBF's business and properties or any individual mall shares of HBF Capital Stock (whether or development project (a “Potential Transaction”not outstanding) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests tender offer or other securitiesotherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to such person concerning HBF's business, technologies, or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any part of the HBF Capital Stock or HBF's assets or (d) solicit, negotiate or enter into any agreement with any person providing for the acquisition of HBF (whether by way of merger, purchase of assets, tender offer or otherwise). In the event HBF or any Shareholder shall receive, all prior to the Closing or substantially all the termination of this Agreement, any offer or proposal, directly or indirectly, of the capital stock type referred to in clause (a) or consolidated assets of LVP REIT (a “Permitted Transaction”)c) above, but LVP REIT may only enter into an agreement with respect thereto or any request for disclosure or access pursuant to clause (b) above, HBF and the Shareholders shall immediately inform Purchaser as to any such offer or proposal, including information as to the extent identity of the offeror or the party making such offer or proposal and the specific terms of such offer or proposal, as the case may be. The parties hereto agree that irreparable damage would occur in the event that the entry into any such transaction would provisions of this Section 5.2 were not require performed in accordance with their specific terms or were otherwise provide for breached. It is accordingly agreed by HBF and the sale Shareholders that Purchaser shall be entitled to seek an injunction or injunctions to prevent breaches of the Company Interests owned by provisions of this Section 5.2 and to enforce specifically the Contributors other than the LVP Parties or prevent or materially impair the ability terms and provisions hereof in any court of the ContributorsUnited States or any state having jurisdiction, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect this being in addition to any Potential Transaction and request other remedy to which Purchaser may be entitled at law or in equity. Without limiting the foregoing, it is understood that all confidential information relating to any violation of the Group Companies provided restrictions set forth in this Section 5.2 by any officer, director or employee of HBF or a Shareholder or any investment banker, attorney or other advisor or representative of HBF or a Shareholder shall be deemed to any Third Party Bidder in connection with be a Potential Transaction be promptly returned or destroyedbreach of this Section 5.2.

Exclusivity. (a) During the period commencing Unless this Agreement has been terminated in accordance with ARTICLE VII, and except as provided on SCHEDULE 5.9, Seller agrees that from the date hereof through neither it nor any of Seller's officers, directors, shareholders, affiliates or other representatives (collectively the earlier to occur "AFFILIATED PARTIES") will invite, solicit or encourage proposals or offers or entertain, accept, negotiate, discuss or otherwise participate in a possible merger, combination, sale or other disposition of the Closing and Shares or substantially all the termination assets of Parent or the Company or any business combination or change in control of the Company (a "COMPANY SALE") with any other party. Seller represents that it is not a party to or bound by any agreement with respect to a Company Sale other than this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and Agreement. Seller shall cause the Group Companies Affiliated Parties to immediately cease and each of their respective directorsterminate any existing or prior existing activities, officers and representatives not to, directly discussions or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information negotiations with respect to, any persons or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), entities conducted heretofore with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shallSale, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and promptly request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder each such person or entity who has heretofore entered into a confidentiality agreement in connection with a Potential Transaction be promptly returned Company Sale or destroyedhas otherwise received information in connection with a Company Sale to (a) return to the Seller all confidential information heretofore furnished to such person or entity by or on behalf of the Seller and (b) destroy (and certify to the Seller as to the destruction) all notes, analyses, compilations, reports, forecasts, studies, memoranda, computer-stored data or other documents which contain, or are based in whole or in part or otherwise reflect, confidential information received in connection with a Company Sale. It is intended by the parties hereto that so long as the terms of this SECTION 5.9 are in effect, Buyer shall have the exclusive right to purchase the Shares on the terms and conditions herein contained.

Exclusivity. (a) During the period commencing on From the date hereof of this Agreement through the earlier to occur of the Closing and Date or the valid termination of this Agreement in accordance with its terms, the Contributors Seller Parties and LVP REIT their affiliates shall notnot (and the Seller Parties shall cause each of their respective affiliates not to, and shall cause the Group Companies and each of their respective directors, officers and representatives Representatives acting on any of their behalf not to), directly or indirectly: (a) solicit, (x) knowingly initiate, solicitfacilitate, discussparticipate in or encourage the submission of, negotiateany proposal or offer from any Person (other than the Purchaser and its affiliates) relating to the acquisition (whether by merger, provide direct and indirect asset purchase and sale, transfer, offer, investment, restructuring, reorganization, consolidation or other business combination or otherwise) by any Person (other than the Purchaser or affiliates thereof) of, or issuance by either Freedom or FMDI of, any shares or other equity interests thereof, or any material portion of its consolidated assets or of the Freedom Business, or any special dividend, recapitalization or similar transaction (any of the foregoing, an “Alternative Transaction”), in each case, other than (and an Alternative Transaction shall not include) the Xxxx Acquisition, the Reorganization Transaction, sales of equity interests in Xxxxxx or Xxxx or dividends, recapitalizations or similar transactions, in each case unrelated to the Freedom Business, Freedom or FMDI, or transactions only between or among Xxxx and its Subsidiaries; or (b) participate in any discussions or negotiations regarding, furnish or make available any information with respect to or in connection with, or assist or participate in any other manner any effort or attempt by any Person (other than the Purchaser and its affiliates and Representatives) to do any of the foregoing. Each of the Seller Parties shall, and shall cause each of their respective affiliates and any of the respective Representatives acting on any of their behalf to, immediately discontinue and terminate any and all existing discussions or negotiations with, or the provision of any non-public information (including, for the avoidance of doubt, access to the Data Room and any other diligence-related access or resources related to the acquisition of the Freedom Business) to, any Person (other than with the Purchaser, or the Purchaser’s affiliates and Representatives) with respect to, or respond affirmatively that could reasonably be expected to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply lead to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted an Alternative Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsInterim Period, the Contributors and LVP REIT Parent shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause the Group Companies its and each of their respective directors, officers and representatives Representatives not to, directly or indirectly, (xi) knowingly initiate, solicit, discusspropose or knowingly induce the making, negotiatesubmission or announcement of, provide non-public or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to, or respond affirmatively the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person Business Combination other than the Parent Parties and their Affiliates and representatives Transactions (a “Third Party BidderBusiness Combination Proposal”), (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, business, assets, books, records or any confidential information or data to, any person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Business Combination Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Business Combination Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Business Combination Proposal or (v) propose, resolve or agree to do, or do, any of the foregoing. If a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal at any transaction, however structured, resulting in or relating time prior to the acquisition by Closing, then such Third Party Bidder party shall promptly (and in no event later than twenty-four (24) hours after such party becomes aware of all such inquiry or substantially all proposal) notify such person in writing of the equity interests or assets terms of this Section 7.07. Without limiting the foregoing, it is understood that any violation of the Group Companies restrictions contained in Section 7.07 by any of Parent’s Subsidiaries, or any individual mall of Parent’s or development project (its Subsidiaries’ respective Representatives acting on Parent’s or one of its Subsidiaries’ behalf, shall be deemed to be a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and breach of this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether 7.07 by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated TransactionsParent. The Contributors Parent shall, and shall cause the Group Companies its affiliates and Representatives to, immediately terminate cease any and all existing discussions or negotiations with any person conducted prior to the date hereof with respect to, or which is reasonably likely to any Potential Transaction and request that all confidential information relating give rise to any of the Group Companies provided to any Third Party Bidder in connection with or result in, a Potential Transaction be promptly returned or destroyedBusiness Combination Proposal.

Exclusivity. (a) During the period commencing on the date hereof through Until the earlier to occur occurs of the Closing and or the termination of this Agreement in accordance with its termsAgreement, none of the Contributors and LVP REIT shall notSeller, and shall cause the Group Companies and each any Acquired Company, nor any of their respective directors, officers and representatives not toofficers, employees, agents, representatives, shareholders or Affiliates (collectively, the "Company Group") shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, or encourage inquiries or proposals (xeach, an "Acquisition Proposal") knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively furnish any information relating to or participate in any inquiriesnegotiations or discussions concerning, proposals or offers (whether initiated by them or otherwise), from enter into any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), agreement with respect to to, any transaction, however structured, resulting in acquisition or relating to the acquisition by such Third Party Bidder purchase of all or substantially all a substantial portion of the equity interests business, assets, properties, capital stock or assets capital stock equivalents of the Group Companies Company or any individual mall or development project of its Subsidiaries (a “"Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquireSale"), whether by merger, purchase combination, sale of stock, sale of assets, equity interests recapitalization, or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT otherwise (a “Permitted Transaction”an "Acquisition"), but LVP REIT may only or enter into an agreement with respect thereto any agreement, arrangement or undertaking requiring it to abandon, terminate or fail to consummate the extent that the entry into any such transaction would not require or otherwise provide for the sale of contemplated by this Agreement. The Seller and the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause each other member of the Company Group Companies to, immediately terminate cease and cause to be terminated any existing activities, including discussions or negotiations with any parties, other than Buyer, conducted prior to the EXECUTION COPY date hereof with respect to any Potential Transaction and request that all confidential information relating to Acquisition Proposal. The Company shall (i) immediately inform Buyer of any inquiries any member of the Company Group Companies provided to any Third Party Bidder receives after the date hereof concerning an Acquisition Proposal or Potential Sale and provide Buyer with copies of all correspondence or other documents received in connection therewith and (ii) inform the Persons sending such inquiries, requests or proposals that the Company is bound by an exclusivity arrangement (without any reference to Buyer, its Affiliates, or its potential financing sources). The Seller and the Company represent that each is not a party to or bound by any agreement with a Potential Transaction respect to an Acquisition Proposal other than under this Agreement. Each of the Seller and the Company shall cause its officers, directors, agents and advisors to comply with the provisions of this Section 5.8. Notwithstanding the foregoing, Seller and Company shall not be promptly returned prohibited by this Section 5.8 from participating in negotiations to sell the Ashland Facility; provided that the Company shall keep the Buyer duly apprised of all such negotiations or destroyedtransactions and provide Buyer with any such information or details regarding such transaction as Buyer shall reasonably request.

Exclusivity. (a) During From and after the period commencing on the execution date hereof through of this Agreement and until the earlier to occur of the Closing and Date or the termination of this Agreement in accordance with Agreement: (a) the Company, each of its termsSubsidiaries, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective Affiliates, employees, directors, officers officers, investment bankers and other representatives not toand agents (the “Agents”) shall immediately cease and cause to be terminated any discussions or negotiations with any Persons initiated prior to the execution of this Agreement with respect to any Acquisition Proposal and shall, within seven (7) days from the execution date of this Agreement request (or if any of them has contractual rights to do so, demand) the return of all documents, analyses, financial statements, projections and other data and information previously furnished to others in connection with any potential Acquisition Proposal; and (b) the Company, and its Agents shall not, directly or indirectly, (xi) knowingly initiatetake any action to facilitate the making of, solicit, discussencourage, negotiate, provide non-public information with respect toinduce, or respond affirmatively to initiate any inquiriesAcquisition Proposal, proposals or offers (whether initiated by them or otherwise), from ii) enter into any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), agreement with respect to any transaction, however structured, resulting in Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement relating to the acquisition by such Third Party Bidder of all an Acquisition Proposal; or substantially all of the equity interests release any Person from, waive any provisions of, or assets of the Group Companies or fail to enforce any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, confidentiality agreement or arrangement with standstill agreement to which the Company is a party. For purposes of this Section, “Acquisition Proposal” shall mean any Third Party Bidder inquiry, offer or proposal (other than an inquiry, offer or proposal from Parent or Transitory Subsidiary) that could reasonably be expected to consummate a Potential lead to an Acquisition Transaction; provided, that and “Potential Acquisition Transaction” shall not include, and this Section 6.13(a) shall not apply to, mean any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests consolidation or other securitiesbusiness combination involving the Company or any of its Subsidiaries or any sale, tender offer lease, exchange, transfer or otherwise, all or substantially all other disposition of the capital stock (or consolidated assets of LVP REIT (a “Permitted Transaction”other equity securities), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require assets or otherwise provide for the sale business of the Company Interests owned by the Contributors Company, or any of its Subsidiaries, other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedas contemplated by this Agreement.

Exclusivity. Except with respect to this Agreement and the ----------- transactions contemplated hereby, none of the Company, the Principal Shareholders or their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsinitiate, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not tosolicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (xincluding, without limitation, any proposal or offer to its shareholders or any of them) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or respond affirmatively have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Principal Shareholder, or any of their respective Agents, have provided any person or entity (other than the Parent) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Principal Shareholders shall notify the Parent immediately if any inquiries, proposals or offers (whether related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated by them or otherwise)continued with, from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies it or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder entity referred to consummate a Potential Transaction; provided, that “Potential Transaction” in the first sentence of this Section 7.3. The covenant contained in this Section 7.3 shall not include, and survive any termination of this Section 6.13(a) shall not apply to, any inquiry, proposal or offer Agreement pursuant to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedArticle 11.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT SHB shall not, and nor shall cause the Group Companies and each it permit any Affiliate of their respective directorsSHB or any officer, officers and representatives not director or employee of any of them, or any investment banker, attorney, accountant or other representative retained by SHB or any SHB Affiliate to, directly or indirectly, (x) knowingly initiate, solicit, discussencourage, negotiate, provide non-public information with respect toinitiate or engage in discussions or negotiations with, or respond affirmatively to requests for information, inquiries, or other communications from, any person other than TFC concerning the fact of, or the terms and conditions of, this Agreement, or concerning any acquisition of SHB, any SHB Subsidiary, or any assets or business thereof (except that SHB officers may respond to inquiries from analysts, Regulatory Authorities and holders of SHB Capital Stock in the ordinary course of business); and SHB shall notify TFC immediately if any such discussions or negotiations are sought to be initiated with SHB by any person other than TFC or if any such requests for information, inquiries, proposals or offers communications are received from any person other than TFC. If, and only to the extent that, (whether initiated by them or otherwisei) the SHB Board reasonably determines in good faith, after consultation with its outside legal counsel, that such action would be required in order for the directors of SHB to comply with their respective fiduciary duties under applicable law in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 4.7 that the SHB Board believes is a Superior Proposal, provided, however, that no Acquisition Proposal shall be considered a Superior Proposal unless, during the three (3) day period following TFC's notification of the Superior Proposal, SHB and its advisors shall have negotiated in good faith with TFC to make adjustments in the terms and conditions of this Agreement such that the Acquisition Proposal would no longer constitute a Superior Proposal, and such negotiations fail to result in the necessary adjustments to this Agreement; and (ii) SHB provides notice to TFC of its decision to take such action in accordance with the requirements of Section 4.7(b), from any Person other than the Parent Parties and their Affiliates and representatives SHB may (a “Third Party Bidder”), 1) furnish information with respect to SHB to any transaction, however structured, resulting in or relating person making such Acquisition Proposal pursuant to the acquisition a customary confidentiality agreement (as determined by such Third Party Bidder of all or SHB after consultation with its outside legal counsel) on terms substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not includesimilar to, and this Section 6.13(a) shall not apply tono less favorable to TFC than, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into terms contained in any such transaction would not require agreement between SHB and TFC, (2) participate in discussions or otherwise provide negotiations regarding an Acquisition Proposal and (3) authorize any statement or recommendation in support of such an Acquisition Proposal and withhold, withdraw, amend or modify the recommendation for the sale SHB shareholder approval of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedthis transaction.

Exclusivity. (a) During Neither the period commencing on the date hereof through the earlier to occur Company nor any of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers or employees shall, and the Company shall use its best efforts to ensure that none of its representatives not toshall, directly or indirectly, (x) knowingly initiate, solicit, discussinitiate or encourage any inquiries or proposals from or with any person (other than Acquiror) or such person's directors, negotiateofficers, employees, representatives and agents that constitute, or could reasonably be expected to lead to a Third Party Acquisition. For purposes of this Agreement, a "THIRD PARTY ACQUISITION" shall mean (i) the acquisition by any person of more than twenty percent of the total assets of the Branded Business, (ii) the acquisition by any person (other than an acquisition by a person in connection with a transaction permitted by Section 4.1(e), provided such person agrees to vote the Company Common Stock acquired in such transaction in favor of the Merger) of twenty percent or more of (A) the Company Common Stock or (B) the total number of votes that may be cast in the election of directors of the Company at any meeting of shareholders of the Company assuming all shares of Company Common Stock and all other securities of the Company, if any, entitled to vote generally in the election of directors were present and voted at such meeting, or (iii) any merger, amalgamation or other combination of the Company with any person. The Company has, upon execution of this Agreement, immediately ceased or caused to be terminated any existing discussions or negotiations with any parties other than Acquiror conducted prior to the date hereof with respect to any Third Party Acquisition. The Company may furnish or cause to be furnished information (pursuant to confidentiality arrangements no less favorable to the Company than the Confidentiality Agreement (as hereinafter defined), unless already in existence on the date hereof) and may participate in such discussions and negotiations directly or through its representatives if (i) the failure to provide non-public such information or participate in such negotiations and discussions would, in the opinion of its outside counsel, reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law or (ii) another corporation, partnership, person or other entity or group makes a written offer or written proposal which, based upon the identity of the person or entity making such offer or proposal and the terms thereof, and the availability of adequate financing therefor, the Company's Board of Directors believes, in the good faith exercise of its business judgment and based upon advice of its outside legal and financial advisors, would reasonably be expected to be consummated and represents a transaction more favorable to its shareholders than the transactions contemplated by this Agreement (a "Higher Offer"). The Company shall notify Acquiror as soon as practicable if any such inquiries or proposals are received by, A-20 26 any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with it, which notice shall provide the identity of the third party or parties and the terms of any such proposal or proposals. The Company's Board of Directors may fail to recommend or fail to continue to recommend this Agreement in connection with any vote of its shareholders, or withdraw, modify, or change any such recommendation, or recommend any other offer or proposal, if the Company's Board of Directors, based on the opinion of its outside counsel, determines that making such recommendation, or the failure to recommend any other offer or proposal, or the failure to so withdraw, modify, or change its recommendation, or the failure to recommend any other offer or proposal, would reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law in connection with a Higher Offer. In such event, notwithstanding anything contained in this Agreement to the contrary, any such failure to recommend, withdrawal, modification, or change of recommendation or recommendation of such other offer or proposal, or the entering by the Company into an agreement with respect to a Higher Offer (provided that the Company shall have provided Acquiror with at least six business days' notice of its intention to so enter, the terms of the Higher Offer and the identity of the other party thereto), shall not constitute a breach of this Agreement by the Company. Notwithstanding the foregoing, the Company shall not enter into an agreement with a third party with respect to, or respond affirmatively waive, modify or redeem the Rights or take any action to approve such transaction under any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all antitakeover provision of the equity interests Company's certificate of incorporation or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contractstate law in connection with, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, Acquisition unless and until this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase Agreement is terminated in accordance with the provisions of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT Article VII. (a “Permitted Transaction”o), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur From and following execution of this ----------- Agreement until the Closing or the termination hereof or earlier material breach by Buyer of any provision hereof that would be reasonably likely to result in the failure to be satisfied of any condition to the obligation of Cyprus Amax to consummate the transactions contemplated hereby, Cyprus Amax, Energy and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT Company shall notrefrain, and shall cause the Group Companies Company's Subsidiaries and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively the Continuing Affiliates to any inquiries, proposals or offers (whether initiated by them or otherwise)refrain, from any Person other than activities directly or indirectly involving the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), further solicitation of acquisition offers with respect to the Company or any transactionof its Subsidiaries, however structured, resulting including participation in any negotiations or relating to the acquisition by such Third Party Bidder formal or informal communications of any kind or nature with any party concerning a potential disposition of all or substantially all of the equity interests stock or assets of the Group Companies Company or any individual mall of its Subsidiaries other than Cyprus Australia Coal Company and its Subsidiaries (whether conducted by them or development project (a “Potential Transaction”) on their behalf), in all such cases with anyone other than Buyer or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transactionof its Affiliates; provided, however, that “Potential Transaction” nothing in this -------- ------- Agreement shall not include, and this Section 6.13(a) shall not apply to, to any inquiry, proposal or offer to acquire, whether activities taken by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions Cyprus Amax with respect to business combinations or other transactions involving Cyprus Amax or its Subsidiaries that do not conflict with the consummation of the transactions contemplated hereby and that are not reasonably likely to prevent the consummation of the transactions contemplated hereby. In connection therewith and during such period, but without limiting the generality of the foregoing, (a) Cyprus Amax shall indicate to any Potential Transaction Person expressing any interest in such a disposition of the restrictions imposed by this Section and request shall ensure that no further discussions or communications take place with such Person with respect thereto; (b) Cyprus Amax shall ensure that all confidential information current discussions with any other Persons respecting such a disposition are terminated; (c) Cyprus Amax shall notify Buyer of any direct or indirect approaches made to Cyprus Amax or any of its Affiliates or Representatives relating to any such possible or proposed disposition; (d) Cyprus Amax shall ensure that no confidential information concerning the Company or any of the Group Companies its Affiliates is provided by any of its Affiliates or Representatives to any Third Party Bidder another Person regarding or in connection with furtherance of such a Potential Transaction be promptly returned or destroyeddisposition.

Exclusivity. Seller shall, and shall cause its representatives and Employees to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any Persons (aother than the Buyer Parties) During with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal. From and after the period commencing on the date hereof through Effective Date until the earlier to occur of the Closing and or the termination of this Agreement in accordance with its termsARTICLE VII, the Contributors and LVP REIT Principal Member shall not, and Seller shall cause the Group Companies not and each of their respective directors, officers shall direct its employees and representatives not to, directly or indirectly, (xi) knowingly initiate, solicitfacilitate, discusssolicit or encourage (including by way of furnishing non-public information), negotiatedirectly or indirectly, provide inquiries or proposals that constitute, or could reasonably be expected to lead to, any Acquisition Proposal, (ii) initiate, engage or participate in any way with any third party in any discussions or negotiations regarding, or furnish or disclose any non-public information with respect to any third party in connection with, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, or respond affirmatively any Acquisition Proposal (except to any inquiries, proposals or offers (whether initiated by them or otherwisenotify such third party of the existence of the provisions of this Section 5.6), from or (iii) enter into any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), agreement with respect to any transactionAcquisition Proposal or approve or resolve to approve any Acquisition Proposal, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contractagreement, agreement arrangement or arrangement with any Third Party Bidder understanding that would require the Principal Member or Seller to abandon, terminate or fail to consummate a Potential Transaction; providedthe transactions contemplated by this Agreement. Without limiting the foregoing, it is agreed that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal violation of the foregoing restrictions by any employee or offer to acquirerepresentative, whether by mergeror not such Person is purporting to act on behalf of Seller, purchase of assets, equity interests or other securities, tender offer or otherwise, all will be deemed to be a breach of this Section 5.6 by Seller, and Seller will cause its employees and representatives to comply with the terms of this Section 5.6.From and after the Effective Date until the earlier of Closing or substantially all the termination of this Agreement, the capital stock or consolidated assets of LVP REIT Principal Member and Seller shall promptly (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto and in any event within one calendar day following and three business days prior to the extent that the entry into providing any such transaction would not require Person with any information) notify Buyer in the event that Seller or otherwise provide the Principal Member receives, directly or indirectly: (i) any Acquisition Proposal; (ii) any request for the sale of the Company Interests owned non-public information relating to Seller by the Contributors other than the LVP Parties any Person that informs Seller or prevent its Representatives that such Person is considering making, or materially impair the ability of the Contributorshas made, the Company an Acquisition Proposal; or (iii) any request for discussions or negotiations relating to a possible Acquisition Proposal. Such notice shall be made orally and the Group Companies to complete the Contemplated Transactions. The Contributors shallconfirmed in writing, and shall cause indicate the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction material terms and request that all confidential information relating to any conditions thereof and the identity of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned other party or destroyedparties involved.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur In consideration of the Closing expenditure of time, effort and expense to be undertaken by Purchaser in connection with the termination preparation of this Agreement in accordance with its termsand the other Transaction Documents, and the investigations and review of the business of the Company and the Subsidiaries, the Contributors and LVP REIT shall notCompany agrees that, and shall cause prior to the Group Companies and each Termination Date, neither it, any of the Subsidiaries, any of their respective Affiliates, nor any of the respective directors, officers and officers, employees, agents or representatives not toof any of the foregoing will, directly or indirectly, : (xi) knowingly initiatecontinue, solicit, discussinitiate, negotiate, provide non-public information facilitate or encourage any inquiries or the making of any proposal with respect toto (A) the sale or issuance by the Company or any Subsidiary of any Common Stock, Preferred Stock or respond affirmatively other Equity Securities of the Company or any Subsidiary to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives Purchaser or (a “Third Party Bidder”)B) any merger, with respect to any transactionconsolidation, however structured, resulting in or relating to the acquisition by such Third Party Bidder sale of all or substantially all of the equity interests or assets of the Group Companies Company and the Subsidiaries taken as a whole, or other business combination involving the Company or any individual mall Subsidiary and any other Person other than Purchaser (any of the transactions described in the foregoing subparagraphs (A) and (B) being hereinafter referred to as a "Competing Transaction"); (ii) negotiate, explore or development project otherwise engage in discussions with any Person other than Purchaser either with respect to any Competing Transaction or with respect to any matter which may reasonably be expected to lead to a proposal for a Competing Transaction; (iii) enter into any agreement, arrangement or understanding either with respect to a “Potential Competing Transaction or with respect to any matter which may reasonably be expected to lead to a proposal for a Competing Transaction”; or (iv) provide any information to any Person which may reasonably be expected to solicit, initiate, facilitate or encourage any of the matters referred to in the foregoing subparagraphs (i) through (iii); provided, however, that, subject to Section 6.1(b), nothing in this Section 6.1(a) shall prohibit the Company and its directors, officers, employees, agents and representatives from: (x) engaging in any of the conduct or activities otherwise prohibited by this Section 6.1(a) with respect to a Competing Transaction with a Disclosed Competing Party; or (y) enter into any contract, agreement or arrangement with any Third Party Bidder in response to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, an unsolicited proposal or offer to acquireinquiry regarding a Competing Transaction made by a Person other than Purchaser, whether by mergera Disclosed Competing Party or an Undisclosed Competing Party (any such Person, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”ANew Competing Party"), but LVP REIT may only enter into (aa) furnishing such New Competing Party information pursuant to an appropriate confidentiality agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, concerning the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shallSubsidiaries, (bb) engaging in discussions or negotiations with such New Competing Party concerning a Competing Transaction and shall cause the Group Companies to(cc) entering into any agreement, immediately terminate any existing discussions arrangement or understanding with such New Competing Party with respect to any Potential a Competing Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedsuch New Competing Party.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of Until the Closing and the termination of occurs or this Agreement is terminated in accordance with its termsterms (the “Exclusivity Period”), the Contributors and LVP REIT shall not(i) neither Seller nor any Company nor their representatives, shall, and shall cause the Group Companies and each of their respective directorsnot permit any other person including, officers and representatives not towithout limitation, Xxxxxx Gull and/or Xxxxxxx & Xxxxx LLP, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, to solicit or respond affirmatively to negotiate any inquiries, proposals proposal for or offers (whether initiated by them or otherwise), from continue any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), negotiation with respect to a transaction involving the Purchased Equity or any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder sale of all or substantially all of the equity interests assets outside the ordinary course of business involving any Company and (ii) neither Seller nor any Company nor their representatives including, without limitation, Xxxxxx Gull and/or Xxxxxxx & Xxxxx LLP, shall solicit or assets of the Group Companies or negotiate any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for regarding the sale of the any Company Interests owned by the Contributors directly or indirectly to or with any other than the LVP Parties bidder for any Company or prevent any person who has expressed interest in or materially impair the ability of the Contributorssubmitted a bid for any Company for a transaction, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate or provide any existing discussions information with respect to (and in this regard any Potential Transaction such person shall be denied access to the virtual data room during the Exclusive Period) any Company or communicate the terms or conditions of this Agreement. Seller and/or each Company agree that a breach of any term, covenant or provision of this Section 5.4 by any one of Seller and/or any Company or their representatives shall cause immediate, substantial and request irreparable harm to Buyer, and that all confidential information in any suit, action or proceeding commenced by Buyer to enforce and/or remedy such breach, an action for damages will be insufficient, and that such damages are difficult to ascertain and there is no adequate remedy at law, and, accordingly, Buyer may seek and obtain such equitable relief, including injunctive relief, against Seller and/or any Company or any third party unaffiliated with Buyer regarding negotiation and/ or consummation of any transaction with such third party directly or indirectly resulting or relating to a breach by Seller and/or any Company of their obligations hereunder. Further, the Group Companies provided foregoing shall not be in limitation of any other remedy available to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedBuyer.

Exclusivity. (a) During the period commencing on From the date hereof through until the earlier to occur of Second Merger Effective Time, except for the Closing transactions contemplated by this Agreement, the Company, the Equityholders’ Representative and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT Equityholders shall not, and each shall cause the Group Companies and each of their respective directors, officers Related Parties and representatives Representatives not to, directly or indirectly, (x) knowingly solicit, encourage, initiate, solicitenter into any Contract, discussor encourage or entertain the submission of any proposal or offer from any Person relating to the direct or indirect acquisition of any Equity Securities or any material portion of the assets of any Acquired Company, negotiatewhether in an acquisition structured as a merger, provide non-public consolidation, exchange, sale of assets, sale of stock or membership interests, or otherwise (any of the foregoing, an “Acquisition Proposal”), or participate in any discussions or negotiations regarding, furnishing any information with respect to, assisting or respond affirmatively to participating in, or knowingly facilitating in any inquiries, proposals other manner any effort or offers (whether initiated attempt by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to do or seek any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactionsforegoing. The Contributors Company shall, and shall cause the Group Companies its Affiliates and Representatives to, immediately terminate (i) cease and cause to be terminated any existing discussions or negotiations with any Person (other than Parent and the Merger Subs) conducted heretofore with respect to any Potential Transaction of the matters addressed in this Section 6.09 and request that all (ii) exercise contractual rights (if any) to cause the return or destruction of any confidential information relating to any of the Group Acquired Companies provided to shared with any Third Party Bidder such Persons in connection with therewith. In the event that any Acquired Company receives an Acquisition Proposal from a Potential Transaction be third party, the Company shall promptly returned or destroyednotify Parent of such Acquisition Proposal and the material terms thereof.

Exclusivity. (a) During the period commencing on From the date hereof of this Agreement through the earlier to occur of the Closing and Date or the termination of date on which this Agreement is earlier terminated in accordance with its termsArticle IX, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each neither Seller nor Medegen or any of their respective directors, officers and Affiliates or representatives not toshall, directly or indirectly, (x) knowingly initiate, solicit, discussinitiate or encourage any inquiries or proposals from, negotiatediscuss or negotiate with, provide nonany information to or consider any inquiries or proposals from, any Person (other than Buyer and its Affiliates and representatives) relating to any transaction involving the sale of all or any portion of the Business (in all cases excluding the sale of inventory, licenses or other assets in the Ordinary Course), whether effected by sale of assets, sale of stock, merger or otherwise. Seller shall ensure that the Companies and their respective Affiliates and third-public party advisors are aware of the provisions of this Section 5.6. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or Medegen made available to any third party (other than Buyer and its Affiliates and representatives) since October 1, 2013 with respect to, to or respond affirmatively to in connection with any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than access to information prior to the Parent Parties Closing Date and their Affiliates of a type described in the first sentence of this Section 5.6 to the full extent provided in the confidentiality agreement entered into between Seller and/or Medegen and representatives (a “Third Party Bidder”)such third party in connection therewith. In addition, with respect to the Business, neither Seller nor Medegen shall release any transactionsuch third party from any such confidentiality agreement (or any obligation thereunder) or, however structured, resulting in or relating with respect to the acquisition by Business, waive, amend or alter any of such Third Party Bidder third party’s obligations thereunder and, at the reasonable request and expense of all or substantially all Buyer, Seller shall enforce the terms of the equity interests or assets of the Group Companies or any individual mall or development project such confidentiality agreement against such third party and assign to Buyer (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that assignable without the entry into any consent of such transaction would not require third party) Seller’s or otherwise provide for such Company’s rights thereunder as it relates to the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company Business and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedMedegen.

Exclusivity. (a) During the period commencing on Seller agrees that, from the date hereof through and including the earlier to occur of the Closing and Date or the termination of this Agreement in accordance with its termsArticle IX hereof, the Contributors and LVP REIT Seller shall not, and Seller shall cause the Group Companies each other Transferred Company, and each of its and their respective directors, officers Affiliates and representatives not to, directly or indirectly, (xa) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect toundertake, authorize, recommend, propose or respond affirmatively to enter into, either as the proposed, surviving, merged, acquiring or acquired corporation, any inquiriesmaterial transaction involving a merger, proposals consolidation, business combination, purchase or offers disposition of any amount of the assets or capital stock of or other equity interest in any of the Transferred Companies (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives transactions contemplated by this Agreement) (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Competing Transaction”), but LVP REIT may only enter into an agreement with (b) facilitate, encourage, solicit, initiate or participate in discussions, negotiations or submissions of proposals or offers in respect thereto of a proposed Competing Transaction, (c) furnish or cause to the extent that the entry into be furnished, to any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors Person (other than CEPCB and its Affiliates and representatives), any information concerning the LVP Parties business, operations, properties or prevent or materially impair the ability assets of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Transferred Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned proposed Competing Transaction, or destroyed(d) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person (other than CEPCB and its Affiliates and representatives) to do or seek any of the foregoing, except in each of the foregoing cases with respect to the transactions contemplated herein. Notwithstanding the foregoing, nothing in this Section 6.12 or any other provision of this Agreement shall preclude AMVEST Corporation or any of its Affiliates from pursuing the sale of any or all of its assets, or any or all of the shares of capital stock or membership interests, as applicable, of its subsidiaries or itself, other than the assets, capital stock or membership interests of the Transferred Companies.

Exclusivity. (a) During From the period commencing on the date hereof through Effective Date, until the earlier to occur of the Closing and or the termination of this Agreement in accordance with its termsSection 11.1, neither Seller nor the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not toCompany shall, directly or indirectly, (xi) knowingly initiate, solicit, discussinitiate or take any action to facilitate or encourage any inquiries or the making, negotiatesubmission or announcement of, provide non-public information with respect to, any proposal or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), offer from any Person or group of Persons other than the Parent Parties Buyer and the Sponsor (and their Affiliates and representatives respective representatives, acting in their capacity as such) (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential TransactionCompeting Buyer”) that may constitute, or could reasonably be expected to lead to, a Competing Transaction; (yii) enter into into, participate in, continue or otherwise engage in, any contract, agreement discussions or arrangement negotiations with any Third Party Bidder to consummate Competing Buyer regarding a Potential Competing Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a(iii) shall not apply to, furnish (including through any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into virtual data room) any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any Xxx Company or any of its assets or businesses, or afford access to the assets, business, properties, books or records of any Xxx Company to a Competing Buyer, in all cases for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend any Competing Transaction; or (v) enter into a Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a Competing Transaction or publicly announce an intention to do so; provided that none of the Group Companies foregoing restrictions shall prohibit any Xxx Company from taking the actions permitted by the exceptions set forth in Sections 6.1(a)(iii), 6.1(a)(ix), 6.1(a)(x) and 6.1(a)(xiv) of this Agreement or the related sections of the Company and Sellers’ Disclosure Letter, and any such action shall not be deemed a violation of this Section 7.22(a); provided further, that none of the foregoing restrictions shall prohibit any Xxx Company from participating in, continuing or otherwise engaging in, any discussions or negotiations regarding any Competing Transaction referenced in clause (d) of the definition of Competing Transaction without regard to the consideration cap set forth in Section 6.1(a)(ix) of the Company and Sellers’ Disclosure Letter, so long as (A) such discussions do not include any discussions or negotiations with potential debt or equity financing sources for such Competing Transaction and (B) Buyer is notified of such discussions and provided with copies of any related material documentation, in each case, subject to Sponsor and Buyer first executing a joinder to any Third Party Bidder confidentiality agreement entered into by any Xxx Company in connection with a Potential Transaction be promptly returned or destroyedsuch Competing Transaction.

Exclusivity. (a) During the period commencing on From and after the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsthrough the Effective Time, the Contributors and LVP REIT Company shall not, shall direct and cause its Subsidiaries and any Affiliates that are Controlled by the Company not to, and neither the Company nor its Subsidiaries nor its Controlled Affiliates shall cause the Group Companies and each authorize or knowingly permit any of their respective directors, officers and representatives not Representatives to, directly or indirectly, : (xi) knowingly initiateencourage, endorse, solicit, discussinitiate, negotiatecooperate with, knowingly facilitate, or continue any inquiries, offers or proposals regarding an Acquisition Proposal, (ii) enter into, continue, or participate in discussions or negotiations with any Person (other than Parent, its Affiliates or any of their respective Representatives in their capacities as such) concerning a possible Acquisition Proposal, (iii) provide or make available any non-public financial or other confidential or proprietary information with respect toregarding the Company or any of its Subsidiaries to any Person (other than Parent, its Affiliates or any of their respective Representatives in their capacities as such), or respond affirmatively provide or afford access to any inquiriesPerson to the properties, proposals assets, officers or offers employees of the Company or any of its Subsidiaries, in each case for the purpose of facilitating, inducing or encouraging an Acquisition Proposal (whether initiated by them or otherwiseit being understood that notifying a Person of the existence of this Section 5.17 in and of itself shall not be a breach of this Section 5.17), from (iv) approve, endorse, recommend or propose to approve, endorse or recommend any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”)Acquisition Proposal, with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (yv) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests agreements or other securities, tender offer instruments (whether or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into not binding) regarding any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated TransactionsAcquisition Proposal. The Contributors Company shall, and shall cause all of its Affiliates that are Controlled by the Group Companies Company, and shall instruct, and shall cause, its and their respective Representatives to, immediately terminate promptly (and in any existing discussions with respect to event within three Business Days of the date hereof) (x) exercise any Potential Transaction and request that all confidential information relating contractual rights available to any of them to cause each Person (other than Parent, its Affiliates or any of their respective Representatives) who received non-public financial or other confidential or proprietary information regarding the Group Companies Company or any of its Subsidiaries in connection with any possible Acquisition Proposal to promptly return or destroy such information, and (y) terminate access to any data rooms or dropboxes previously provided to any Third Party Bidder third parties in connection with a Potential Transaction be an Acquisition Proposal. The Company shall promptly returned notify Parent if it receives, on or destroyedafter the date hereof, an Acquisition Proposal involving any Person or group, including the nature of such inquiry.

Exclusivity. (a) During the period commencing on the date hereof through the earlier Except with respect to occur of the Closing this Agreement and the termination of this Agreement in accordance with its termstransactions contemplated hereby, the Contributors and LVP REIT shall Seller agrees that it will not, and shall will cause its Affiliates, the Group Acquired Companies and each of its and their respective directors, officers officers, employees, Affiliates and representatives other agents and Representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) not to: (a) initiate, solicit, seek, encourage, facilitate or continue, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (xincluding any proposal or offer to its shareholders or any of them) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder purchase of all or substantially all any substantial portion of the equity interests Assets of or assets the purchase or issuance of any Interest in, the Group Acquired Companies or (any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any such inquiry, proposal or offer being hereinafter referred to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (as a “Permitted TransactionProposal”), but LVP REIT may only (b) engage in any negotiations concerning, or knowingly provide any Confidential Information or data to, or have any substantive discussions with, any person relating to a possible Proposal, (c) otherwise knowingly cooperate in any effort or attempt to make, implement or accept a Proposal, or (d) enter into an agreement any Contract or other instruments (whether or not binding) with respect thereto any Person relating to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company a Proposal. Seller shall immediate cease and the Group Companies cause to complete the Contemplated Transactions. The Contributors shallbe terminated, and shall cause its Affiliates (including the Group Companies toAcquired Companies) and their and such Affiliates’ respective Representatives to immediately cease and cause to be terminated, immediately terminate any all existing discussions or negotiations with any Person conducted heretofore with respect to a possible Proposal. Seller agrees that the rights and remedies for noncompliance with this Section 4.11 shall include having such provision specifically enforced by any Potential Transaction court having equity jurisdiction, it being acknowledged and request agreed that all confidential information relating any such breach or threatened breach of this Section 4.11 will cause irreparable injury to any of the Group Companies provided Purchaser and that money damages would not provide an adequate remedy to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedPurchaser.

Exclusivity. (a) During The Company hereby agrees that it will not, nor will it permit any of its Subsidiaries to, nor will it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of it or any of its Subsidiaries to, solicit or initiate, or encourage the period commencing on the date hereof through the earlier to occur submission of, any proposal or transaction for a financing of the Closing and Company (other than draws under the termination Foothill Facility or project financing in the ordinary course of this Agreement in accordance business consistent with its terms, past practice) or for the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated acquisition by them or otherwise), from any a Person other than the Parent Parties and their Affiliates and representatives Investor or an Affiliate of the Investor of stock or a substantial part of the assets of the Company through a merger or other business combination, stock or assets acquisition or otherwise (a “Third Party Bidder”)in any such case, with respect an "Alternative Transaction") (or to furnish to any transactionPerson any nonpublic information concerning the business, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests properties or assets of the Group Companies Company (other than in connection with the sale by the Company of properties designated for sale in an Approved Business Plan, as required by the Foothill Loan Documents or any individual mall in connection with project financing (debt or development project (a “Potential Transaction”equity) or (y) enter into any contract, agreement or arrangement in the ordinary course of business consistent with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”past practice), but LVP REIT may only enter into an agreement with respect thereto or to otherwise facilitate any inquiries or the making of any proposal) prior to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the ContributorsClosing. In addition, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shallhereby agrees that it will, and shall will cause the Group Companies its Subsidiaries, officers, directors, employees, investment bankers, attorneys and other advisors or representatives to, immediately terminate any existing other discussions or negotiations with respect to any Potential Transaction third party regarding any Alternative Transaction, and request that all confidential information relating to the Company will not, nor will it permit any of its Subsidiaries to, nor will it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of the Group Companies provided Company, or any of its Subsidiaries to have any Third Party Bidder in connection additional discussions or negotiations with a Potential any third party regarding such an Alternative Transaction be promptly returned or destroyedprior to the Closing.

Exclusivity. (a) During the period commencing on from the date hereof through of this Agreement until the earlier to occur of the Closing and Date or the termination of this Agreement in accordance with its terms, neither Seller nor the Contributors and LVP REIT shall notCompanies will, and shall cause the Group Companies and each or permit any of their respective Affiliates, officers, directors, officers and representatives not representatives, consultants, financial advisors, attorneys, accountants or other agents to, directly or indirectly, : (xa) knowingly initiate, solicit, discussinitiate discussions or engage in negotiations with any Person (whether such negotiations are initiated by Seller, negotiatethe Companies, an Affiliate of the Companies or Seller, a third party or otherwise), other than Purchaser or its Affiliates, relating to the possible acquisition of any material portion of the equity or assets of Seller or the Companies (whether by way of merger, purchase of equity, purchase of assets, loan or otherwise) or a refinancing or recapitalization of the Companies or Seller (an “Acquisition Transaction”); (b) provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), documentation with respect to the Companies to any transactionPerson, however structuredother than Purchaser or its Affiliates or its or their respective representatives, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential an Acquisition Transaction”) ; or (yc) enter into any contract, definitive agreement or arrangement with any Third Party Bidder to consummate a Potential Person, other than Purchaser or its Affiliates effecting an Acquisition Transaction; provided, however, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto Purchaser hereby acknowledges that prior to the extent that the entry into any such transaction would not require or otherwise provide for the sale date of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributorsthis Agreement, the Company Seller and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential have provided information relating to any of Seller and the Group Companies provided to any Third Party Bidder and have afforded access to, and engaged in discussions with, other Persons in connection with a Potential proposed Acquisition Transaction be promptly returned and that such information, access and discussions could reasonably allow the Person to form a basis for an Acquisition Transaction without any breach by Seller or destroyedthe Companies of this Section 6.12.

Exclusivity. Except as required by Law or an Order, neither Seller nor any Equityholder will, and each will cause the NFP and each of its respective officers, employees, directors, managers, members, partners, equityholders, advisors, financing sources, representatives and agents or Affiliates not to, (a) During directly or indirectly solicit, initiate, knowingly encourage (including by way of furnishing information), or take any other action to facilitate any inquiry or the period commencing on the date hereof through the earlier making of any proposal which constitutes, or would reasonably be expected to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not lead to, directly any acquisition or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder purchase of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, securities of Seller or the NFP or any tender offer or otherwiseexchange offer, all or merger, consolidation, business combination, joint venture, sale of substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”)assets, but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of securities, re-capitalization, spin-off, liquidation, dissolution or similar transaction involving a Company Party, or any other transaction, the Company Interests owned by the Contributors other than the LVP Parties or consummation of which would reasonably be expected to prevent or materially impair delay the ability consummation of the Contributorstransactions contemplated by this Agreement or any Related Agreement (any of the foregoing, an “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (b) propose, enter into or participate in any discussions or negotiations regarding any Alternate Transaction Proposal, or furnish to any other Person any information with respect to the business or assets of a Company Party in connection with an Alternate Transaction Proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any other Person to do or seek any of the foregoing without the prior written consent of the MMT Parties. Seller will, and the Group Companies to complete the Contemplated Transactions. The Contributors shallEquityholders will cause Seller to, and each shall cause the Group Companies NFP to, immediately promptly terminate any existing discussions with respect to or negotiations regarding an Alternate Transaction Proposal. Seller will, and the Equityholders will cause Seller to, and each will cause the NFP to, promptly notify the MMT Parties in the event that a Company Party, any Potential Transaction and request that all confidential information relating to Equityholder or any of their respective officers, directors, managers, employees, securityholders, advisors, representatives and agents receives any unsolicited indication of interest or proposal regarding an Alternate Transaction Proposal, including the Group Companies provided to any Third Party Bidder in connection with identity of the Person indicating such interest or making such Alternate Transaction Proposal and a Potential Transaction be promptly returned or destroyedcopy thereof.

Exclusivity. (a) During the period commencing on the date hereof through Until the earlier to occur of the Closing and Date or the date of termination of this the Agreement in accordance with its termspursuant to the provisions of Section 9.5 below, the Contributors and LVP REIT Company shall notnot (nor will the Company authorize or permit any of its officers, and shall cause the Group Companies and each of their respective directors, officers and agents, representatives not or affiliates to), directly or indirectly, take any of the following actions: (xi) knowingly solicit, initiate, solicitentertain, discussencourage, negotiateparticipate in, conduct discussions with or engage in negotiations with any Person relating to any merger, consolidation or business combination, of or with the Company, or any purchase or sale of the Company's capital stock or other equity securities or any purchase or sale of any of the Company's material assets or any exchange offer or tender offer to the shareholders of the Company or other similar transactions (any such transaction being hereafter referred to as an "Acquisition Proposal"); (ii) provide non-public any written or oral information with respect to the Company to any Person (other than as contemplated in this Agreement or required by applicable law) relating to any Acquisition Proposal; or (iii) enter into any agreement with any Person with regard to any Acquisition Proposal; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prevent the Company or its board of directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) engaging in any discussion or negotiations with, or providing any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person; or respond affirmatively (C) recommending such an unsolicited bona fide written Acquisition Proposal to the shareholders of the Company or withdrawing or modifying its recommendation in favor of this Agreement and the Merger in compliance with Section 6.3, if and only to the extent that, in any such case as is referred to in clause (B) or (C), (i) a majority of the members of the board of directors of the Company concludes in good faith (after consultation with its financial advisors) that such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to the Company's shareholders than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), (ii) a majority of the members of the board of directors of the Company concludes in good faith (after consultation with outside counsel) that such action is necessary for the board of directors to act in a manner consistent with its fiduciary duties under applicable law,(iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, such board of directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the confidentiality agreement previously entered into between WEC and the Company in connection with their consideration of the Merger, and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the board of directors of the Company notifies WEC of such inquiries, expressions of interest, proposals or offers (whether received by, any such information requested from, or any such discussions or negotiations to be initiated by them or otherwise)continued with, from any of the Company's representatives indicating, in connection with such notice, the name of such Person other than and the Parent Parties terms and their Affiliates conditions of any proposals or offers. The Company agrees that it will immediately cease and representatives (a “Third Party Bidder”)cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any transactionAcquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the officers, however structured, resulting directors and other representatives referred to in or relating to the acquisition by such Third Party Bidder of all or substantially all first sentence hereof of the equity interests or assets obligations undertaken in this Section 6.12. The Company agrees that it shall keep WEC informed, on a current basis, of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, status and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase material terms of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require proposals or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company offers and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate status of any existing such discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyednegotiations.

Exclusivity. Except for the sale of Company Shares pursuant to this Agreement, the Sellers will not (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall Sellers will cause the Group Companies and each of their respective directorsCompany, its officers and directors and Sellers' and the Company's respective representatives not to) (i) solicit, directly initiate or indirectlyencourage the submission of any Acquisition Proposal, (xii) knowingly initiateparticipate in any discussions or negotiations regarding, solicit, discuss, negotiate, provide non-public furnish any confidential information with respect to, assist or respond affirmatively participate in, or facilitate in any other manner any effort or attempt by any person or other entity to make or consummate, an Acquisition Proposal, or seek to do any inquiriesof the foregoing, proposals or offers (whether initiated by them iii) sell or otherwise), from otherwise dispose of any Person other than of their Company Shares (or any interest therein) or enter into any arrangement or agreement providing for the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to consummation of any transaction, however structured, resulting in Acquisition Proposal or otherwise relating to their Shares, except that this clause (iii) shall not prohibit the disposition of Company Shares by any Seller to a trust established by such Seller for the benefit of such Sellers' heirs, provided that the trustee and all beneficiaries of such trust shall agree to be bound by the terms of this Agreement applicable to such Seller and, to the extent applicable, the Stockholder Agreement and deliver an instrument in writing satisfactory to Buyer and its counsel evidencing such agreement, and provided further that any such disposition shall not relieve such Seller of its obligations, including indemnification obligations, under this Agreement or the Stockholder Agreement. None of the Sellers will vote their Company Shares in favor of any Acquisition Proposal, except as contemplated by this Agreement. The term "Acquisition Proposal" means any proposal for a merger or other business combination or similar transaction involving the Company or for the acquisition by such Third Party Bidder of all a substantial equity interest in (including Company Shares purchased from a Seller) or substantially all a substantial part of the equity interests or assets of the Group Companies Company. The Sellers shall promptly provide written notice to Buyer of the receipt of any Acquisition Proposal, and any proposal, inquiry or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement contact with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not includeperson or other entity with respect thereto, and this Section 6.13(a) shall not apply toshall, in any inquirysuch notice, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all indicate in reasonable detail the identity of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale offeror and principal terms and conditions thereof and keep Buyer informed promptly of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedstatus thereof.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of Until the Closing and the termination of Date or such earlier date as this Agreement is terminated by mutual agreement (i) the Company will negotiate exclusively and in accordance good faith with its termsthe Company with respect to the sale of PEP Corporation or any portion thereof (whether by merger or other combination, the Contributors and LVP REIT shall notequity sale, asset sale or otherwise, and shall cause the Group Companies (ii) PEP Corporation and each of their respective directors, officers and representatives not toits affiliates will not, directly or indirectly, indirectly (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them through agents or otherwise), encourage or solicit any inquiries or accept any proposals by, or engage in any discussions or negotiations with or furnish any information to, any other person or entity concerning any such sale. If PEP Corporation or its affiliate or representative receives any proposal or other communication from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or third party relating to the acquisition by such Third Party Bidder a proposed purchase of all or substantially all of the equity interests or assets of the Group Companies PEP Corporation or any individual mall or development project (a “Potential Transaction”) or (y) portion thereof, PEP Corporation will promptly communicate in writing to the Company the substance thereof. PEP Corporation agrees that, during the effectiveness of this paragraph, it will not enter into any contractnegotiations or new relationships with others that would materially compromise its abilities or the Company's incentives to enter into and perform this Agreement. PEP Corporation further represents and warrants to the Company that, agreement except as disclosed to the Company, it is not involved in any agreements, contracts or arrangement with relationships that would either compromise its ability to enter into the type of transaction contemplated herein or would expose the Company to liability as a result of any Third Party Bidder to consummate a Potential Transactiondiscussions or agreements and furtherance of the objectives in this letter; provided, that “Potential Transaction” "consent to assignment" or similar requirements in PEP Corporation's business contracts shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (be deemed a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedviolation hereof.

Exclusivity. (a) During For the period commencing on periods from February 5, 2001 through April 17, 2001, and from June 1, 2001 through the date hereof through of entry by the earlier to occur Bankruptcy Court of the Closing and the termination of this Agreement in accordance with its termsProcedure Order, the Contributors Seller and LVP REIT shall its Subsidiaries will not, and shall will cause the Group Companies and each of their respective directorsAffiliates (excluding for these purposes any Person who is deemed an Affiliate hereunder solely as a result of the ownership of securities but not excluding any such Person that is acting at the direct or indirect request or direction of any Selling Party), officers representatives and representatives not tofinancial advisors (including S-A Capital, LLC) to not, directly or indirectly, (x) knowingly initiatesolicit or initiate discussions, solicittransactions or agreements with, discussor encourage, negotiate, or provide non-public any information with respect to, any corporation, partnership or respond affirmatively to any inquiries, proposals other Person or offers group (whether initiated by them or otherwise), from any Person other than the Parent Parties Buyer and its Affiliates and their Affiliates respective designees and representatives (a “Third Party Bidder”)representatives) concerning any Alternative Transaction, with respect to and the Seller will promptly inform the Buyer of, and provide the Buyer with, any transaction, however structured, resulting in information regarding any written offers or relating to written expressions of interest involving the acquisition by such Third Party Bidder Seller and/or any of all or substantially all of the equity interests or assets of the Group Companies its Subsidiaries or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transactionof their respective assets; provided, however, that “Potential Transaction” shall not include, and nothing contained in this Section 6.13(a) 5.6 shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all prohibit the officers and directors of the capital stock or consolidated assets Selling Parties from discussing any Competing Bid received from an unaffiliated third party with each other and with the Selling Parties' legal and financial representatives; and, provided, further, that after entry of LVP REIT the Procedure Order (a “Permitted Transaction”including Bankruptcy Court approval of the Break-up Fee, Expense Reimbursement and other provisions of Section 9), but LVP REIT may only enter into an agreement with respect thereto the Seller and its Subsidiaries shall be permitted to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to take any of the Group Companies actions otherwise proscribed by the terms of this Section 5.6 preceding this proviso and the prior proviso if, prior to taking any such actions (other than advising prospective bidders as to the existence of the Auction), the Seller and its Subsidiaries and such prospective bidder shall have signed a confidentiality agreement either (i) on terms substantially identical to the terms of the confidentiality agreement previously entered into between the Seller and DEC in order to discuss potential transactions or (ii) with the written consent of the Buyer (such consent not to be unreasonably withheld or delayed) in such other form reasonably acceptable to the Seller, provided that in no event shall such confidentiality agreement fail to any Third Party Bidder contain provisions prohibiting the use of such information by such prospective bidder for purposes other than evaluation of an Alternative Transaction or fail to contain provisions permitting assignment of all rights of the Seller in connection with a Potential Transaction be promptly returned or destroyed.and to such confidentiality

Exclusivity. CDSI has and will devote substantial time and incur significant out-of-pocket expenses (including attorneys', accountants' and consultants' fees and expenses) in connection with conducting due diligence, drafting and negotiating this Agreement and related documents, arranging financing, and other related expenses (the "Transaction Expenses"). To induce CDSI to incur Transaction Expenses, the Selling Shareholders agree that from April 30, 1997 until the earlier of (a) During the period commencing on July 31, 1997 or (b) the date hereof through on which CDSI notifies the earlier Selling Shareholders that it no longer wishes to occur of pursue the Closing and transactions contemplated hereby (the termination of this Agreement in accordance with its terms"Exclusivity Period"), the Contributors and LVP REIT ASEC shall not, and shall cause the Group Companies Selling Shareholders have not and each of their respective directors, officers and representatives will not to, directly or indirectly, allow ASEC to (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (yi) enter into any contract, written or oral agreement or arrangement understanding with any Third Party Bidder Person or entity regarding Another Transaction (as defined below), (ii) enter into or continue any negotiations or discussions with any person or entity regarding the possibility of Another Transaction, or (iii) except as required by Applicable Law, provide any nonpublic or confidential or proprietary information regarding ASEC to consummate any person or entity whom any of the Selling Shareholders knows or has reason to believe (based on actual indications received from such third party) would have an interest in participating in Another Transaction. For purposes of this Agreement, the term "Another Transaction" means the sale or other disposition (whether by sale of stock or assets, issuance of capital stock, merger, consolidation, share exchange or other disposition) of all or any substantial portion of ASEC or any of its Subsidiaries or the assets or capital stock of ASEC or any of its Subsidiaries. In addition to any other remedies available to CDSI in the event of a Potential Transaction; provided, that “Potential Transaction” shall not include, and breach by ASEC or any of the Selling Shareholders of this Section 6.13(a) shall not apply to7.05, in the event that ASEC or any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter Selling Shareholder enters into an agreement with in respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of Another Transaction within two years of the Company Interests owned date of this Agreement that is a direct or indirect result of any actions taken by the Contributors other than the LVP Parties ASEC or prevent or materially impair the ability any Selling Shareholder in contravention of the Contributorstheir agreements contained in this Section 7.05, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors ASEC shall, and the Selling Shareholders shall cause ASEC to (or the Group Companies tosuccessor or survivor of ASEC following Another Transaction which successor or survivor shall include any purchaser of a substantial percentage of the assets of ASEC), immediately terminate any existing discussions with respect pay to any Potential Transaction and request that all confidential information relating to any CDSI, by wire transfer of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedimmediately available funds, $2,500,000.

Exclusivity. (a) During the period commencing on From the date hereof through of the execution of this Agreement and until the earlier to occur of the Closing and the termination of this Agreement in accordance with its termspursuant to Section 10.13, the Contributors and LVP REIT Warrantors shall not, and they shall cause the Group Companies and each not permit any of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discussencourage, negotiaterespond to, provide non-public information or take any other action to facilitate or participate in any negotiations, overtures, or discussions concerning any offer or proposal or enter into any agreement with respect to, any purchase, sale or respond affirmatively to any inquiries, proposals or offers transfer (whether initiated by them in the form of merger, consolidation or otherwise)) of any Equity Securities in any Group Company, from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of any Group Company (the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted TransactionNew Financing”), but LVP REIT may only enter into an agreement with respect thereto or transaction similar to the extent that the entry into transactions contemplated herein with any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors party other than the LVP Parties or prevent or materially impair Series D Investors without the ability affirmative prior written approval of the ContributorsSeries D Investors, except for the Company purchase and sale of up to 22,666,666 Class B Ordinary Shares to be issued to the Group Companies to complete Series D Investors and other new investors (the Contemplated “Co-Investors”) set forth in Schedule A-2 attached hereto, provided that, such issuance shall be based on a purchase price per share that is the same with the Purchase Price per share for the transactions contemplated herein (as adjusted in connection with share splits or share consolidation, reclassification or other similar event) and other same terms and conditions for such transactions contemplated herein (the “Exempted Transactions”). The Contributors shallWarrantors represent, jointly and shall cause the Group Companies toseverally, immediately terminate that none of them is a signatory to or bound by any existing discussions agreement with respect to any Potential transactions or combinations as described in the preceding sentence other than the Exempted Transaction or as contemplated by this Agreement. Except for those related to the Exempted Transaction, the Company shall notify each Series D Investor of such offer or proposal received by the Warrantors after the execution of this Agreement, and request that all confidential information relating shall provide to each Series D Investor (unless prohibited under applicable law or the terms of a binding non-disclosure agreement) copies of any of the Group Companies provided to any Third Party Bidder written materials received in connection with a Potential Transaction be promptly returned such offer or destroyedproposal.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of Until the Closing and the termination of occurs or this Agreement is terminated in accordance with its terms, and except in connection with the Contributors transactions contemplated by the Sxxxxx Merger Agreement and LVP REIT shall notthe Transactions contemplated hereby, Seller will not (and Seller shall cause the Group Companies its Subsidiaries and each of controlled Affiliates and their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiateRepresentatives to not), solicit, discussinitiate, negotiate, provide non-public information with respect agree to, engage in or respond affirmatively renew any contact concerning any proposal or offer, or any contact that would reasonably be expected to any inquiries, proposals result in a proposal or offers (whether initiated by them or otherwise)offer, from any Person (other than the Parent Parties Acquirors and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”respective Affiliates) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided following involving the Acquired Companies: (a) a liquidation, dissolution or recapitalization, (b) a merger or consolidation, (c) an acquisition or purchase of any of the material assets (or any material portion of its assets) of, or any equity interest in, the Acquired Companies, except for the sale of assets in the ordinary course of business consistent with past practice, (d) any similar transaction or business combination outside the ordinary course of business, or (e) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Seller’s ability to consummate the Transactions contemplated by this Agreement or the Sxxxxx Merger Agreement (each, an “Acquisition Proposal”). Seller represents and warrants that all discussions and negotiations relating to any Third Party Bidder Acquisition Proposal (other than the transactions with the Acquirors contemplated by this Agreement) have been terminated. In the event Seller or the Target receives any unsolicited Acquisition Proposal, Seller shall promptly, and in connection with any event, within forty-eight (48) hours, provide written notice and a Potential Transaction be promptly returned or destroyedcopy of such Acquisition Proposal to the Acquirors.

Exclusivity. (aSeller shall immediately cease any discussions and negotiations with, and no longer provide any non-public information to, Persons who have submitted, or have indicated that such Person(s) During the period commencing on the date hereof through the earlier intend to occur of the Closing and the termination of this Agreement in accordance with its termssubmit, the Contributors and LVP REIT an acquisition proposal. Seller shall not, and nor shall cause it authorize or permit the Group Companies and each of their respective officers, directors, officers employees, accountants, consultants, legal counsel, financing sources, agents and other representatives not (collectively, “Representatives”) of Seller to, directly or indirectly, (xi) knowingly solicit, initiate, solicitpropose, discussencourage or take any action to facilitate the submission of any Acquisition Proposal, negotiate(ii) initiate or participate in any way in discussions or negotiations regarding, provide non-public or furnish or disclose to any Person (other than Buyer or its Representatives) any information in connection with, or which would be reasonably expected to result in, any Acquisition Proposal, (iii) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person (other than Buyer or its Representatives) with respect to, or respond affirmatively which would be reasonably expected to result in, an Acquisition Proposal. Notwithstanding the previous sentence, if at any inquiriestime prior to Closing, proposals or offers (whether initiated by them or otherwise)x) Seller has received a bona fide unsolicited written proposal, not resulting from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all breach of the equity interests previous sentence, that constitutes, or assets of the Group Companies or any individual mall or development project (would reasonably be expected to lead to, a “Potential Transaction”) or Acquisition Proposal, and (y) the Board of Directors of Seller in good faith, after consultation with its outside counsel and its other advisors it deems necessary, determines that the Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then Seller may furnish information to, or enter into any contractdiscussions or negotiations with, agreement or arrangement with any Third Party Bidder to consummate such person that made such a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”)proposal, but LVP REIT may only enter into an agreement with respect thereto to the extent that, (A) the Board of Directors of Seller, after consultation with its outside counsel, determines in good faith that failure to take such action would be a breach of its fiduciary duties to Seller’s stockholders imposed by Applicable Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person, Seller provides written notice to Buyer to the entry effect that it is furnishing information to, or entering into discussions or negotiations with, such person, (C) prior to furnishing such information to such person, Seller receives from such person an executed confidentiality agreement in substantially similar form as the mutual confidentiality agreement dated March 30, 2011, between Buyer and Seller, and (D) Seller keeps Buyer informed, on a current basis, of the status and details of any such transaction would not require discussions or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyednegotiations.

Exclusivity. Except as required by Law or an Order, neither Seller, Elemental nor any Equityholder will, and each will cause the NFPs and each of its respective officers, employees, directors, managers, members, partners, equityholders, advisors, financing sources, representatives and agents or Affiliates not to, (a) During directly or indirectly solicit, initiate, knowingly encourage (including by way of furnishing information), or take any other action to facilitate any inquiry or the period commencing on the date hereof through the earlier making of any proposal which constitutes, or would reasonably be expected to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not lead to, directly any acquisition or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder purchase of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securitiessecurities of Sellers, Elemental or NFPs or any tender offer or otherwiseexchange offer, all or merger, consolidation, business combination, joint venture, sale of substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”)assets, but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of securities, re-capitalization, spin-off, liquidation, dissolution or similar transaction involving a Company Party, or any other transaction, the Company Interests owned by the Contributors other than the LVP Parties or consummation of which would reasonably be expected to prevent or materially impair delay the ability consummation of the Contributorstransactions contemplated by this Agreement or any Related Agreement (any of the foregoing, an “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (b) propose, enter into or participate in any discussions or negotiations regarding any Alternate Transaction Proposal, or furnish to any other Person any information with respect to the business or assets of a Company Party in connection with an Alternate Transaction Proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any other Person to do or seek any of the foregoing without the prior written consent of the MMT Parties. Sellers and Elemental will, and the Group Companies to complete the Contemplated Transactions. The Contributors shallEquityholders will cause Sellers and Elemental to, and each shall cause the Group Companies NFPs to, immediately promptly terminate any existing discussions with respect to or negotiations regarding an Alternate Transaction Proposal. Sellers and Elemental will, and the Equityholders will cause Sellers and Elemental to, and each will cause the NFPs to, promptly notify the MMT Parties in the event that a Company Party, any Potential Transaction and request that all confidential information relating to Equityholder or any of their respective officers, directors, managers, employees, securityholders, advisors, representatives and agents receives any unsolicited indication of interest or proposal regarding an Alternate Transaction Proposal, including the Group Companies provided to any Third Party Bidder in connection with identity of the Person indicating such interest or making such Alternate Transaction Proposal and a Potential Transaction be promptly returned or destroyedcopy thereof.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsExclusivity Period (as defined below), the Contributors and LVP REIT shall Company will not, and shall will cause the Group Companies and each of their respective its affiliates, directors, officers officers, employees, agents, consultants, advisors or other representatives, including outside legal counsel, accountants and representatives financial advisors (“Representatives”) not to, directly or indirectly, (x) knowingly take any action to encourage, initiate, solicit, discussentertain, negotiate, provide non-public information accept or discuss with respect to, or respond affirmatively to any inquiries, proposals or offers person (whether initiated by them or otherwise), from any Person other than the Parent Parties Buyer or its affiliates and their Affiliates and representatives Representatives) (a “Third Party BidderParty”)) any proposal or offer, with respect including any existing proposal or offer, to any transactionpurchase or otherwise acquire, however structuredin a single transaction or series of related transactions, resulting in all or relating to a material portion of the acquisition by such Third Party Bidder of equity interests of, entities, or all or substantially all of the equity interests assets or assets properties of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether including by merger, recapitalization, arrangement, amalgamation, purchase of capital stock or other equity securities, purchase of assets, equity interests or other securitiestakeover bid, tender offer consolidation or otherwise, all or substantially all of ) the capital stock or consolidated assets of LVP REIT Business (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require proposal or otherwise provide offer being hereinafter referred to as an “Acquisition Proposal”) (for the sale avoidance of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributorsdoubt, the Company and the Group Companies to complete the Contemplated TransactionsProposed Transaction with Buyer shall not be deemed an Acquisition Proposal). The Contributors shallCompany further agrees that it will, and shall will cause the Group Companies its affiliates and Representatives to, (i) immediately terminate cease and cause to be terminated any and all existing activities, discussions or negotiations with any Third Parties conducted prior to or on the date of this Agreement with respect to any Potential Transaction and request that all Acquisition Proposal, (ii) not provide information (including, without limitation, any non- public financial or other confidential information relating or proprietary information) with respect to, or afford access to any of the Group Companies provided books or records of, the Company to any Third Party Bidder or entity in connection with a Potential Transaction be promptly returned any Acquisition Proposal and (iii) not enter into any agreement, arrangement, understanding or destroyedother contract with any Third Party (whether written or unwritten) requiring the Company to abandon, terminate or fail to consummate the Proposed Transaction.

Exclusivity. (a) During Neither the period commencing on the date hereof through the earlier to occur Company nor any of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers or employees shall, and the Company shall use its best efforts to ensure that none of its representatives not toshall, directly or indirectly, (x) knowingly initiate, solicit, discussinitiate or encourage any inquiries or proposals from or with any person (other than Acquiror) or such person's directors, negotiateofficers, employees, representatives and agents that constitute, or could reasonably be expected to lead to a Third Party Acquisition. For purposes of this Agreement, a "THIRD PARTY ACQUISITION" shall mean (i) the acquisition by any person of more than twenty percent of the total assets of the Branded Business, (ii) the acquisition by any person (other than an acquisition by a person in connection with a transaction permitted by Section 4.1(e), provided such person agrees to vote the Company Common Stock acquired in such transaction in favor of the Merger) of twenty percent or more of (A) the Company Common Stock or (B) the total number of votes that may be cast in the election of directors of the Company at any meeting of shareholders of the Company assuming all shares of Company Common Stock and all other securities of the Company, if any, entitled to vote generally in the election of directors were present and voted at such meeting, or (iii) any merger, amalgamation or other combination of the Company with any person. The Company has, upon execution of this Agreement, immediately ceased or caused to be terminated any existing discussions or negotiations with any parties other than Acquiror conducted prior to the date hereof with respect to any Third Party Acquisition. The Company may furnish or cause to be furnished information (pursuant to confidentiality arrangements no less favorable to the Company than the Confidentiality Agreement (as hereinafter defined), unless already in existence on the date hereof) and may participate in such discussions and negotiations directly or through its representatives if (i) the failure to provide non-public such information or participate in such negotiations and discussions would, in the opinion of its outside counsel, reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law or (ii) another corporation, partnership, person or other entity or group makes a written offer or written proposal which, based upon the identity of the person or entity making such offer or proposal and the terms thereof, and the availability of adequate financing therefor, the Company's Board of Directors believes, in the good faith exercise of its business judgment and based upon advice of its outside legal and financial advisors, would reasonably be expected to be consummated and represents a transaction more favorable to its shareholders than the transactions contemplated by this Agreement (a "Higher Offer"). The Company shall notify Acquiror as soon as practicable if any such inquiries or proposals are received by, A-20 21 any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with it, which notice shall provide the identity of the third party or parties and the terms of any such proposal or proposals. The Company's Board of Directors may fail to recommend or fail to continue to recommend this Agreement in connection with any vote of its shareholders, or withdraw, modify, or change any such recommendation, or recommend any other offer or proposal, if the Company's Board of Directors, based on the opinion of its outside counsel, determines that making such recommendation, or the failure to recommend any other offer or proposal, or the failure to so withdraw, modify, or change its recommendation, or the failure to recommend any other offer or proposal, would reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law in connection with a Higher Offer. In such event, notwithstanding anything contained in this Agreement to the contrary, any such failure to recommend, withdrawal, modification, or change of recommendation or recommendation of such other offer or proposal, or the entering by the Company into an agreement with respect to a Higher Offer (provided that the Company shall have provided Acquiror with at least six business days' notice of its intention to so enter, the terms of the Higher Offer and the identity of the other party thereto), shall not constitute a breach of this Agreement by the Company. Notwithstanding the foregoing, the Company shall not enter into an agreement with a third party with respect to, or respond affirmatively waive, modify or redeem the Rights or take any action to approve such transaction under any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all antitakeover provision of the equity interests Company's certificate of incorporation or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contractstate law in connection with, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, Acquisition unless and until this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase Agreement is terminated in accordance with the provisions of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT Article VII. (a “Permitted Transaction”o), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.

Exclusivity. The Companies and the Buyer acknowledge that the Buyer will devote substantial time and incur significant out-of-pocket expenses (including attorneys’, accountants’ and consultants’ fees and expenses) in connection with conducting business, financial and legal due diligence investigations of the Companies, drafting and negotiating this Agreement and related documents, obtaining third party consents, and other related expenses (collectively, “Acquisition Expenses”). To induce the Buyer to incur Acquisition Expenses, each Company agrees that until such time as this Agreement has terminated in accordance with ARTICLE XII hereof, such Company shall not and shall not permit any shareholder, officer, director, advisor, agent or affiliate of such Company to: (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsencourage, the Contributors and LVP REIT shall notinitiate, and shall cause the Group Companies and each of their respective directorssolicit, officers and representatives not toentertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer (xan “Acquisition Proposal”) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers by a third party (whether initiated by them or otherwise), from any Person other than the Parent Parties Buyer or its representatives and their Affiliates agents and representatives any other person the Buyer designates) regarding (i) the sale of all or any material assets of such Company or any of its Subsidiaries (other than the sale of inventory in the ordinary course consistent with past practice), (ii) any sale, merger, consolidation, public offering, recapitalization, issuance of securities or similar transaction involving such Company or any of its Subsidiaries, or (iii) the issuance of the capital stock of such Company or any of its Subsidiaries (the actions referred to in clauses (i) through (iii), each a “Third Party BidderAcquisition”), with respect (b) except as otherwise required by law, provide any non-public financial or other confidential or proprietary information regarding such Company (including this Agreement and any other materials containing the Buyer’s or its Affiliates’ proposal and any other financial information, projections or proposals regarding such Company) to any transaction, however structured, resulting in person or relating entity (other than to the acquisition by Buyer or its representatives and agents and any other person the Buyer designates) whom such Company knows, or has reason to believe, would have any interest in participating in an Acquisition Proposal, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to result in, a Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project Acquisition, (a “Potential Transaction”) or (yc) enter into any contractwritten or oral agreement, arrangement or understanding requiring such Company or the Sellers to abandon, terminate or fail to consummate the transactions contemplated hereby, (d) enter into any written or oral agreement or arrangement understanding with any Third Party Bidder person or entity (other than the Buyer or its representatives and agents and any other person the Buyer designates) regarding an Acquisition Proposal, or (e) take any action or the effecting of a transaction which, in any case, directly or indirectly accomplishes any of the foregoing or which would defeat the purposes of this Agreement. Each Company agrees to consummate a Potential Transaction; providedimmediately notify the Buyer if it or any of its representatives receives after the date hereof any indications of interest, that “Potential Transaction” shall not includerequests for information or offers in respect of an Acquisition Proposal, and this Section 6.13(a) shall not apply towill communicate to the Buyer in reasonable detail the terms of any such indication, request or proposal, and will provide the Buyer with copies of all written communications relating to any inquirysuch indication, proposal request or offer proposal. Each Company represents that neither it nor any of its stockholders or Affiliates is party to acquire, whether or bound by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an any agreement with respect thereto to an Acquisition Proposal other than under this Agreement and that it has fully complied with the extent that the entry into any such transaction would not require or otherwise provide for the sale provisions of Section 8 of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability letter of the Contributorsintent between Lazy Days and Bruckmann, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shallXxxxxx, and shall cause the Group Companies toXxxxxxxx & Co., immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any Inc. dated as of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedDecember 20, 2003.

Exclusivity. From the date hereof to the Closing, (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT Sellers shall not, not (and shall cause their Representatives, Affiliates (including the Group Companies Acquired Companies) and each of their respective directors, officers and representatives Affiliates’ Representatives not to) solicit or encourage the initiation or submission of interest, directly offers, inquiries or indirectlyproposals (or consider or entertain any of the foregoing) from any Person (including, (x) knowingly initiatewithout limitation, solicit, discuss, negotiate, provide by way of providing any non-public information with respect toconcerning the Acquired Companies, their assets or respond affirmatively the business to any inquiries, proposals or offers (whether initiated by them Person or otherwise), from initiate or participate in any Person other than negotiations or discussions, or enter into, accept or authorize any agreement or agreement in principle, or announce any intention to do any of the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”)foregoing, with respect to any transactionexpression of interest, however structuredoffer, resulting in proposal to acquire, purchase, license, or relating to the acquisition by such Third Party Bidder of all lease (i) any or substantially all of the equity interests Acquired Companies’ business or assets assets, or (ii) the Interests or any Acquired Company’s capital stock or other securities, in each case whether by stock purchase, merger, consolidation, combination, reorganization, recapitalization, purchase of assets, tender offer, lease, license or otherwise (any of the Group Companies or any individual mall or development project (foregoing, a “Potential Competing Transaction”) and (b) Sellers shall, and shall cause their Representatives and their Affiliate’s Representatives (including Representatives of the Acquired Companies) to, immediately discontinue any ongoing discussions or negotiations (yother than any ongoing discussions with Purchaser) enter into any contract, agreement or arrangement with any Third Party Bidder relating to consummate a Potential possible Competing Transaction; provided, that “Potential Transaction” shall not include, and nothing in this Section 6.13(a) 6.17 shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require prohibit or otherwise provide for restrict the sale Sellers or any of the Company Interests owned by the Contributors their respective Affiliates or Representatives (other than the LVP Parties Acquired Companies) from encouraging, soliciting, participating in, initiating discussions or prevent or materially impair the ability of the Contributorsnegotiations regarding, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions providing information with respect to or engaging in any Potential Transaction and request that all confidential information relating to any sale, merger, combination, joint venture or other business combination transaction of the Group Companies provided Sellers that would not affect the obligations of the Sellers (or their respective successors) to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedconsummate the transactions contemplated hereby.

Exclusivity. (a) During the period commencing on the date hereof through the earlier Prior to occur of the Closing and the termination of Date, or until this Agreement is terminated in accordance with its terms, the Contributors and LVP REIT Seller shall not, and Seller shall cause the Group Companies Bank not to, and each of their Seller shall use all reasonable efforts to cause Seller’s and Bank’s respective officers, employees, directors, officers and agents or representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discussencourage, negotiatefacilitate or initiate discussions or engage in negotiations with, or provide non-public information with respect to, or respond affirmatively authorize any financial advisor or other Person to solicit, encourage, facilitate or initiate discussions or engage in negotiations with, or provide information to, any inquiriesPerson (other than Purchaser or a Purchaser Representative) concerning any potential sale of capital stock of, proposals or offers merger, consolidation, combination, sale of assets, reorganization or other similar transaction involving, Bank; provided that the foregoing shall not prevent such activities to the extent related solely to Excluded Assets or Excluded Liabilities. Until this Agreement is terminated in accordance with its terms, Seller shall promptly (whether initiated and in any event within two (2) Business Days after receipt thereof by them Seller or otherwiseany Affiliate) advise Purchaser orally and in writing of any proposal of the kind described in this Section 5.4 (including the proposed terms thereof), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), request for information with respect to any transactionsuch proposal, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions inquiry with respect to any Potential Transaction and request that all confidential information relating to any or which could result in a proposal of the Group Companies kind described in this Section 5.4; provided that Seller shall have no such obligations with respect to proposals, requests or inquiries solely with respect to Excluded Assets or Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Purchaser and Seller agree that the sole right and remedy for noncompliance with this Section 5.4 is to have such provision specifically enforced by any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.court having equity jurisdiction; it being acknowledged and agreed that any such breach will cause irreparable injury to Purchaser and that money damages will not provide an adequate remedy to Purchaser. ARTICLE VI

Exclusivity. (a) During the period commencing on the date hereof through Except as provided in Section 6.9(b), until the earlier to occur of the Closing and the termination of this Agreement in accordance with its termspursuant to Section 8.1 or the Effective Time, the Contributors and LVP REIT shall Company will not, and shall will cause the Group Companies and each of their respective its officers, directors, officers and Subsidiaries, affiliates, representatives not toor agents, directly or indirectly, not to, do any of the following: (xi) knowingly initiate, solicit, discuss, negotiate, provide undertake, authorize, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any transaction (other than the Offer and the Merger) involving any sale, transfer or other disposition or other change of ownership (whether by tender or exchange offer or otherwise) of any securities of the Company or any of its Subsidiaries, or any assets of the Company or any of its direct or indirect Subsidiaries constituting one percent or more of the consolidated assets of the Company or one percent or more of the consolidated revenues of the Company, whether in a single transaction or series of related transactions (an "Acquisition Transaction"); (ii) solicit or initiate the submission of a proposal or offer in respect of, or engage in negotiations concerning, an Acquisition Transaction; or (iii) furnish or cause to be furnished to any corporation, partnership, person or other entity or group (other than the Parent, the Sub and their representatives) (a "Person") any non-public information with respect toconcerning the business, or respond affirmatively to any inquiriesoperations, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests properties or assets of the Group Companies Company in connection with an Acquisition Transaction; provided nothing herein will prohibit the Company's Board of Directors from taking and disclosing to the Company's securityholders a position with respect to a tender offer pursuant to Rule 14d-9 promulgated under the Exchange Act. The Company will inform the Parent by telephone (confirmed in writing) promptly, and in any event within one day of its receipt of any proposal or bid in respect of any individual mall Acquisition Transaction and provide the Parent with copies of any written proposals or development project bids. Nothing in this Section 6.9(a) will (a “Potential Transaction”i) or (y) permit the Company to enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to an Acquisition Transaction for so long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the extent that the entry Company will not enter into any such transaction would not require agreement with any Person that provides for, or otherwise provide for the sale in any way facilitates, an Acquisition Transaction), or (ii) affect any other obligation of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedunder this Agreement.

Exclusivity. In order to induce ID&T to commit the resources and incur the legal, accounting and incidental expenses necessary to properly evaluate the Transaction, Amazing agrees that until the earlier of (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Option Agreement in accordance with its termspursuant to the terms set forth under “EXERCISE”, or (b) the Contributors and LVP REIT shall Closing Date (the “Exclusivity Period”), Amazing will not, and shall cause the Group Companies and each will not permit any of their respective its directors, officers shareholders, affiliates, employees or other advisors or agents, to (i) solicit, initiate or encourage (including by way of furnishing confidential information concerning B2S or any of its subsidiaries to any party) the submission of inquiries, proposals or offers from any person, corporation or other entity (other than ID&T and representatives not its respective affiliates), relating to any acquisition or purchase of all or a significant portion of the assets or equity interests of B2S or any of its subsidiaries, or any merger, business combination or joint venture involving B2S or any of its subsidiaries (each, a “Competing Transaction”); (ii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information concerning its business to, directly any corporation, person or indirectlyother entity in connection with, a possible Competing Transaction; and (xiii) knowingly initiate, solicit, discuss, negotiate, provide non-public information enter into (or commit to enter into) any agreement with respect to, or respond affirmatively consummate, a Competing Transaction. Amazing agrees that it shall immediately cease any existing discussions or negotiations with any party (other than ID&T) that relate to, or may reasonably be expected to lead to, any inquiries, proposals Competing Transaction. Amazing hereby agrees to inform ID&T in the event it receives any inquiries or offers (whether initiated by them for a Competing Transaction during the Exclusivity Period immediately upon receipt of such an inquiry or otherwise), from any Person other than offer and provide the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all details of the equity interests inquiry or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transactionoffer; provided, however, that “Potential Transaction” in no event shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer Amazing be required to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all provide the identity of the capital stock party involved. COUNTERPARTS: This Option Agreement can be executed in one or consolidated assets more counterparts and can be delivered via facsimile or similar instantaneous electronic transmission device pursuant to which the signature of LVP REIT or on behalf of a Party can be seen (including via a “Permitted Transaction”pdf attached to an email), but LVP REIT may . AMENDMENT; WAIVER; SIGNED WRITINGS: This Option Agreement can be amended or waived only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned in a writing signed by the Contributors other than Parties (or, in the LVP Parties or prevent or materially impair case of a waiver, by the ability Party against which such waiver is to be enforced). Emails, including emails that bear an electronic “signature block” identifying the sender, do not constitute signed writings for purposes of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedthis paragraph.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, neither the Company nor the Stockholders and none of their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsinitiate, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not tosolicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (xincluding, without limitation, any proposal or offer to its shareholders or any of them) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or respond affirmatively have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, has provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return or destruction thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers (whether related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated by them or otherwise)continued with, from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies it or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder entity referred to consummate a Potential Transaction; provided, that “Potential Transaction” in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not includesurvive any termination of this Agreement pursuant to Sections 13.1, and this Section 6.13(a) shall not apply to, any inquiry, proposal 13.2 or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed13.3.

Exclusivity. During the Pre-Closing Period, Vantage will not (and will cause the other Group Companies, and their respective Affiliates, officers, directors, managers, employees, attorneys, accountants, financial advisors, and other agents not to), directly or indirectly: (a) During solicit, initiate or knowingly encourage (including by way of furnishing any information related to the period commencing on Group Companies or Vantage), or knowingly induce or knowingly take any other action which could reasonably be expected to lead to the date hereof through the earlier making, submission or announcement of, any proposal or inquiry that constitutes, or could reasonably be likely to occur lead to, an Acquisition Proposal; (b) other than informing Persons of the Closing provisions contained in this Section 6.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to knowingly facilitate or knowing induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring Vantage or the Group Companies to abandon or terminate its or their obligations under this Agreement; or (d) agree, resolve or commit to do any of the foregoing. Vantage and the termination Group Companies agree to notify the Investors within two (2) Business Days if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and provide the Investors with the identity of such Person. Vantage and its Affiliates will immediately cease and cause to be terminated any existing discussions with any Person (other than the Investors) concerning any proposal relating to an Acquisition Proposal; provided, that, the foregoing will not prohibit Vantage or any other Group Company from continuing or participating in any discussion related to the consummation of the transactions contemplated by this Agreement in accordance and the Ancillary Agreements with its terms(i) solely to the extent reasonably necessary, the Contributors and LVP REIT shall not, and shall cause existing direct or indirect holders of Equity Securities of the Group Companies and each of their respective directorsRepresentatives or (ii) co-investors identified in writing as such by the Investors. Notwithstanding the foregoing, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting nothing in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of this Section 6.4 will prevent the Group Companies or from taking any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies action required to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedRestructuring.

Exclusivity. (a) During the period commencing on from the date hereof through of this Agreement until the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsor the Effective Time, each party agrees that without the Contributors other's prior written consent, it shall not and LVP REIT it shall not, and shall cause the Group Companies and each of not allow anyone acting on their respective directors, officers and representatives not behalf to, (A) directly or indirectlyindirectly merge or consolidate with another entity or engage in a sale of substantial assets, sale of shares of capital stock (x) knowingly initiateincluding without limitation by way of a tender offer, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively but excluding sales pursuant to any inquiries, proposals exercise of outstanding stock options) or offers (whether initiated by them or otherwise), from any Person similar transaction other than the Parent Parties transactions contemplated or expressly permitted by this Agreement and their Affiliates and representatives (a “Third Party Bidder”)B) solicit, entertain or encourage inquiries or proposals, or enter into, pursue, continue or carry on any discussions or negotiations, with respect to any transaction of the types referred to in clause (A) above with any person or entity. Each party signing this Agreement will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore in respect of any such transaction. Notwithstanding the foregoing, however structuredif an offer unsolicited by a party hereto ("Recipient"), resulting in their investment bankers or relating their representatives, agents or others is received prior to the acquisition by such Third Party Bidder of all or substantially all of Effective Time, consistent with the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder fiduciary obligation that Recipient may then owe to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”)its shareholders, but LVP REIT may only enter into an agreement with respect thereto to the extent that required by applicable law, such offer may be communicated to the entry into any such transaction would not require or otherwise provide for the sale Board of the Company Interests owned Directors of Recipient and approved by the Contributors other than Board consistent with their fiduciary duty, provided, however, that Recipient will not, except as required by applicable law, provide information to such offeror; and provided, however, that should the LVP Parties or prevent or materially impair the ability of the Contributors, the Company foregoing occur and the Group Companies Merger is not consummated, Recipient shall reimburse the other party (RAE Systems or Nettaxi, as the case may be) in an amount equal to complete the Contemplated TransactionsTwo Hundred and Fifty Thousand Dollars ($250,000). The Contributors shall, and shall cause the Group Companies to, immediately terminate Recipient will promptly (within 24 hours of receipt of any existing discussions with respect to any Potential Transaction and proposal or request that all confidential for non-public information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned potential proposal) advise such other party of the identity of such offeror, communicate to it the terms of any proposal which it may receive and deliver to it a copy of any such offer or destroyedrequest in writing.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsInterim Period, the Contributors Company hereby covenants and LVP REIT shall agrees that it will not, and will instruct and cause its Subsidiaries and its and their officers, employees and directors to not, and shall direct its and their investment bankers, financial advisors, attorneys and other agents and authorized representatives (“Representatives”) not to, and Seller Representative hereby covenants and agrees that it will not, and will cause the Group Companies its Affiliates and each of their respective directors, officers and representatives will direct its Representatives not to, directly or indirectly: (a) initiate, solicit or knowingly encourage, or knowingly facilitate, any inquiries or the making of any proposal relating to, any Competing Transaction, (xb) knowingly initiate, solicit, discuss, negotiate, provide non-public information enter into or continue discussions or negotiate with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transactionCompeting Transaction, however structured(c) knowingly endorse or knowingly agree to endorse any Competing Transaction or knowingly provide any information or materials to any Person in connection with any Competing Transaction or (d) enter into (or agree to enter into) any agreement in principle, resulting in letter of intent, understanding, term sheet, merger agreement, acquisition agreement, option agreement or other instrument relating to, or consummate, any Competing Transaction. Promptly following the receipt by the Company or any of its directors, officers or management-level employees (including any receipt by such Persons from any of the Company’s other Representatives) of any inquiry, proposal, request for information, or other communication relating to a Competing Transaction (and in any event within 48 hours thereafter), the acquisition by Company will notify Parent in writing of such Third Party Bidder receipt. For purposes of all or substantially all this Agreement, a “Competing Transaction” means any of the equity interests following: (i) any acquisition, merger, consolidation, share exchange, business combination, joint venture, partnership, or similar transaction (or series of transactions) involving ten percent (10%) or more of the consolidated assets of the Group Companies Company and its Subsidiaries taken as a whole (as determined on a book-value basis (including Indebtedness secured solely by such assets)), in a single transaction or series of related transactions; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of ten percent (10%) or more of the consolidated assets of the Company and its Subsidiaries taken as a whole (as determined on a book-value basis (including Indebtedness secured solely by such assets)), in a single transaction or series of related transactions; (iii) any transaction contemplating either the issuance by the Company or any individual mall or development project of its Subsidiaries of ten percent (a “Potential Transaction”10%) or more of any class of its capital stock, or the acquisition (directly or indirectly) by any Person of ten percent (10%) or more of any class of the Company’s or any of its Subsidiaries share capital; or (iv) any similar transaction, in each case, other than the transactions contemplated by this Agreement or the other Transaction Documents (including, but not limited to, the Finam Transactions and the Quack Restructuring). The Company shall, and the Company shall cause each of its Subsidiaries to, and shall direct their respective Representatives to, and the Seller Representative shall (and shall cause its Affiliates and their respective representatives to), immediately (A) cease any existing discussions or negotiations with any Person with respect to a Competing Transaction and (B) terminate access for any Person (other than Parent, Merger Sub, their Affiliates and their respective advisors and representatives) to any data room in connection with any Competing Transaction (or potential Competing Transaction). It is understood and agreed that any violation of the foregoing provisions by (x) any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries Representatives, shall be deemed to be a breach of this Section 5.4 by the Company, and (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided Seller Representative’s Affiliates or its or their representatives, shall be deemed to any Third Party Bidder in connection with be a Potential Transaction be promptly returned or destroyedbreach of this Section 5.4 by the Seller Representative.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT The parties shall not, and nor shall cause the Group Companies and each parties permit any of their respective directorssubsidiaries or affiliates to, officers and representatives not authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative or agent retained by it or any of its or their subsidiaries or affiliates to, directly or indirectly, (xi) knowingly initiate, solicit, discuss, negotiate, provide initiate or knowingly encourage (including by way of furnishing non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwiseassistance), from any Person inquiries or the making of any proposal which constitutes an “Acquisition Proposal” (as hereinafter defined), (ii) participate in any discussions or negotiations regarding any “Acquisition Proposal” other than the Parent Parties and their Affiliates and representatives acquisition that is subject of this Agreement, (a “Third Party Bidder”), iii) enter into any agreement with respect to any transaction“Acquisition Proposal,” or (iv) furnish to any person any proprietary or confidential information of either party which could be used to solicit an Acquisition Proposal, however structured, resulting in or relating to the acquisition could be used by such Third Party Bidder a potential buyer to make or finance an Acquisition Proposal. For purposes of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contractthis Agreement, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, "Acquisition Proposal" means any inquiry, proposal or offer (or any public announcement of a proposal, plan or intention to acquire, whether by merger, do any of the foregoing or any agreement to engage in the foregoing) from any person relating to any direct or indirect acquisition or purchase of assets10% or more of the assets of Metiscan and its subsidiaries or 10% or more of any class of equity securities of Metiscan or any of its subsidiaries, equity interests or other securities, any tender offer or otherwiseexchange offer which if consummated would result in any person beneficially owning 10% or more of any class of equity securities of Metiscan or any of its subsidiaries, or any merger, consolidation, business combination, sale of all or substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving Metiscan or any of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”)its subsidiaries, but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedExcluded Acquisitions.

Exclusivity. Innoveda acknowledges that Mentor will expend substantial amounts of resources in negotiating towarxx x xefinitive agreement regarding the Proposed Transaction (the "DEFINITIVE AGREEMENT"). In consideration therefor, Innoveda hereby agrees that from the date of this letter agreement until whichever is the earliest of (a) During the period commencing 11:59 p.m. (Pacific Time) on April 23, 2002, (b) the date hereof through that the earlier Definitive Agreement is fully executed and becomes effective, or (c) the date on which Mentor shall deliver notice in writing to occur of Innoveda that the Closing and the termination exclusivity provisions of this Agreement in accordance with letter agreement are terminated (such earliest date being termed the "EXPIRY DATE"), neither Innoveda nor any of its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and officers, employees, affiliates or other representatives not to(collectively, "REPRESENTATIVES") will directly or indirectly: (i) solicit, (x) knowingly encourage, initiate, solicitentertain, discuss, negotiate, provide non-public information with respect to, substantively review or respond affirmatively to participate in any inquiries, proposals negotiations or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), discussions with respect to any transactionoffer or proposal (formal or informal, however structuredoral, resulting in written or relating otherwise) to acquire all or any material part of Innoveda, whether by purchase of assets, exclusive license, joint venture formation, purchase of stock, business combination or otherwise, (ii) disclose any information not customarily disclosed to any person concerning Innoveda and which Innoveda believes would be used for the purposes of formulating any such an offer or proposal, (iii) assist, cooperate with, facilitate or encourage any person to make any offer or proposal to acquire all or any material part of Innoveda (directly or indirectly), (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving the acquisition by such Third Party Bidder of all or substantially all any material part of the equity interests or assets of the Group Companies or any individual mall or development project Innoveda (a “Potential Transaction”) "COMPETING PROPOSED TRANSACTION"), or (yv) enter into authorize or permit any contractof Innoveda's Representatives to take any such action. Notwithstanding anything to the contrary in this letter agreement, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” Competing Proposed Transaction shall not include, and this Section 6.13(a) Innoveda shall not apply have no restrictions with respect to, (y) any inquirysale or disposition (whether by asset sale, stock sale, sale of a subsidiary or subsidiaries, merger or otherwise) of all or any portion of Innoveda's system level design business or products and/or (z) the conduct by Innoveda of its business in the ordinary course, including but not limited to the licensing of Innoveda's products to end users and resellers. Through the Expiry Date, Innoveda shall notify Mentor immediately if any proposal or offer to acquire(formal or informal, whether by mergeroral, purchase of assets, equity interests or other securities, tender offer written or otherwise), all or substantially all any material inquiry or contact with any person with respect thereto, regarding a Competing Proposed Transaction is made after the date hereof, such notice to include the identity of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any person proposing such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company Competing Proposed Transaction and the Group Companies to complete the Contemplated Transactions. The Contributors shallmaterial terms thereof, and shall keep Mentor apprised, on a current basis, of the status of any such Competing Proposed Transaction and of any modifications to the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of Innoveda and its Representatives set forth in the second sentence of this section. Innoveda immediately shall cease and cause the Group Companies to, immediately terminate any to be terminated all existing discussions or negotiations with any parties other than Mentor conducted heretofore with respect to any Potential Transaction Competing Proposed Transaction. Subject to the exceptions set forth in clauses (y) and request that all confidential information relating (z) above, through the Expiry Date, Innoveda will not engage in any material transaction involving the transfer or licensing of any intellectual property to a third party or the issuance or exchange of Innoveda equity securities or securities convertible into equity securities (other than routine awards of stock options and restricted stock under Innoveda's existing stock plans and exercises of such awards) or any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedmaterial financing transaction without Mentor's advance written consent.

Exclusivity. (a) During In the period commencing on the date hereof through the earlier event that any Member "sources" an opportunity to occur acquire a property and casualty reinsurance company (but, for purposes of the Closing and the termination of this Agreement clarification, not including Lloyd's syndicates) in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide nonrun-public information with respect to, or respond affirmatively to any inquiries, proposals or offers off (whether initiated by them stock purchase, complete loss portfolio transfer or otherwise), from any Person other than the Parent Parties Company shall have the right, but not the obligation, to provide all the capital and their Affiliates and representatives run-off services in connection with the acquisition of such reinsurance company to the extent there is an opportunity to provide such capital or run-off services based on the outcome of necessary commercial negotiations. If the Company declines to so participate, such Member may proceed with such acquisition on its own (a “Third Party Bidder”)or, in its discretion, with respect to any transactionother investors, however structuredincluding, resulting in or relating without limitation, other Members) on terms no more favorable than those offered to the Company, provided, however, that in the event such opportunity is an entity principally engaged in the acquisition of property and casualty reinsurance companies in run-off and the Company elects not to participate in such opportunity, such Member will not proceed with such opportunity. In addition, for purposes of clarification and not by way of limitation, the restriction contained in this Section 5.6 shall not be applicable to Trident and Enstar in the event that the reinsurance company or promoter of such Third Party Bidder transaction is unwilling to proceed with a transaction involving the Company and instead specifically values the participation of all a specific Member, in which case Trident or substantially all of Enstar, as the equity interests case may be, shall be permitted to make an investment in such reinsurance company or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transactiontransaction; provided, that “Potential Transaction” shall not includethat, and this Section 6.13(a) shall not apply toif, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into following any such transaction would not require or otherwise provide for the sale investment, a direct conflict of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, interest between the Company and the Group Companies applicable reinsurance company results, Trident or Enstar, as the case may be, shall recuse itself from any board decision of the Company to complete resolve such conflict of interest, and; provided further that, in the Contemplated Transactionsevent such opportunity is an entity principally engaged in the acquisition of property and casualty reinsurance companies in run-off and the Company elects not to participate in such opportunity, the foregoing exception to this Section 5.6 shall not apply. The Contributors shallTrident's and Enstar's obligations under this Section 5.6 shall terminate upon the earlier of (x) the time they cease to have any outstanding Commitment to the Company under the Purchase Agreement, including, without limitation, because of such Person's payment of the Commitment Termination Amount under the Purchase Agreement and (y) if, for any reason, the full-time services (in the manner contemplated by such Person's Employment Agreement) of (1) Silvester are no longer available to the Company and its Subsidiaries or (2) Packer and O'Xxxx are no longer available to the Company and its Subsidiaries. Nothing contained in this Section 5.6(a) shall cause limit the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to restrictive covenants contained in Section 8 of the Purchase Agreement or Section 6 of any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedEmployment Agreements.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT Sponsor shall not, not and shall cause the Group Companies and each of their respective directors, officers and representatives direct its Representatives not to, (i) initiate, solicit, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information), directly or indirectly, whether publicly or otherwise, any Business Combination Proposal (xii) knowingly initiateengage in any negotiations or discussions concerning, solicit, discuss, negotiate, or provide access to or furnish non-public information regarding, Parent’s or Merger Sub’s properties, assets, personnel, books or records or any Confidential Information or data to, any person relating to a Business Combination Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to, or respond affirmatively to any Business Combination Proposal (or inquiries, proposals or offers or other communications that would reasonably be expected to lead to any Business Combination Proposal) or otherwise cooperate with or assist or participate in, or knowingly facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (whether initiated by them iv) amend or otherwise), from grant any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), waiver or release under any standstill or similar agreement with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder class of all or substantially all equity securities of the equity interests Parent or assets of the Group Companies Merger Sub, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any individual mall Business Combination Proposal, (vi) approve, endorse, recommend, execute or development project (a “Potential Transaction”) or (y) enter into any contractagreement, arrangement or understanding, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, business combination agreement, transaction agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Business Combination Proposal, or (vii) resolve or agree to do any of the foregoing actions or otherwise authorize or permit any of its Representatives to take any such action. Sponsor shall and shall instruct and cause its Representatives, to immediately cease any solicitations, discussions or negotiations with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT person (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company parties hereto and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder their respective Representatives) in connection with a Potential Transaction Business Combination Proposal, and Sponsor acknowledges that any action taken by it or any of its Representative in violation of the restrictions set forth herein, whether or not such Representative is purporting to act on Sponsor’s behalf, shall be deemed to constitute a breach of this Agreement. Sponsor shall promptly returned notify the Company (and in any event within two (2) Business Days) of receipt of (a) any Business Combination Proposal or destroyed(b) any inquiry, proposal, offer or other communication that could reasonably be expected to lead to any Business Combination Proposal and (c) any request for non-public information relating to Parent or Merger Sub or for access to the properties, assets, personnel, books or records or any Confidential Information or data of Parent or Merger Sub by any person or “group” (as defined in the Exchange Act) (other than the Company, the Company Subsidiaries or their respective affiliates or their respective Representatives), which notice shall identify the person or “group” making such Business Combination Proposal, inquiry, proposal, offer, other communication or request and include a summary of the material terms and conditions of any Business Combination Proposal (and, if available, a copy of any Business Combination Proposal), any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Business Combination Proposal, inquiry, proposal, offer or other communication.

Exclusivity. (a) During Notwithstanding anything to the contrary contained in this Agreement, during the period commencing beginning on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsand continuing until 12:01 a.m. (New York time) on the thirty-first (31st) day after the date of this Agreement (such period, the Contributors “Go Shop Period”), Athena, its Subsidiaries and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers Affiliates and representatives not to, directly or indirectly, Representatives shall have the right to (xi) knowingly initiate, solicit, discussfacilitate and encourage any inquiry or the making of any proposal or offer that constitutes, negotiateor could reasonably be expected to lead to, a Company Competing Proposal (as defined below), (ii) provide information (including non-public information) regarding, and afford access to the business, properties, assets, books, records and personnel of, the Group Companies to any Persons (and their Representatives, including potential financing sources) relating to a potential Company Competing Proposal; provided that (x) prior to receiving any non-public information or access, any such Person must be party to an Acceptable Confidentiality Agreement (and Athena shall promptly (and in any event within twenty-four (24) hours) provide written notice to Sapphire of its entry into an Acceptable Confidentiality Agreement), (y) Athena shall provide to Sapphire any such non-public information that is provided to any such Person(s) that was not previously made available to Sapphire prior to or substantially concurrently with the time it is provided to such Person(s) and (z) any such non-public information shall be provided to such Person(s) only in accordance with applicable Laws (including by providing all or a portion of any competitively sensitive information pursuant to, and in accordance with, an Acceptable Antitrust Protocol); and (iii) engage in, enter into or otherwise participate in any discussions or negotiations with any Persons that are party to an Acceptable Confidentiality Agreement (and their respective Representatives, including potential financing sources) with respect to, or respond affirmatively to any Company Competing Proposals (or inquiries, proposals or offers (whether initiated by them or otherwise)other efforts that constitute, from any Person other than the Parent Parties or could reasonably be expected to lead to, a Company Competing Proposal) and their Affiliates and representatives (a “Third Party Bidder”), cooperate with respect to any transaction, however structured, resulting or assist or participate in or relating to the acquisition by facilitate any such Third Party Bidder of all inquiries, proposals, offers, discussions or substantially all of the equity interests or assets of the Group Companies negotiations or any individual mall effort or development project (a “Potential Transaction”) or (y) enter into attempt to make any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedCompeting Proposals.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT The Company shall not, and the Company shall cause the Group Companies and require each of their respective its officers, directors, officers employees, representatives and representatives agents not to, directly or indirectly, (xi) knowingly initiate, solicit, discussengage in, negotiateencourage or otherwise facilitate any inquiry, provide proposal, negotiation offer or discussion with any party (other than the Buyer) concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale of material assets or similar business transaction involving the Company, any Subsidiary or any division of the Company, or (ii) subject to the following sentence, furnish any non-public information with respect toconcerning the business, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests properties or assets of the Group Companies Company, any Subsidiary or any individual mall or development project division of the Company to any party, other than (a “Potential Transaction”A) pursuant to the existing contractual obligations of the Company set forth on Schedule 4.7, (B) the Buyer or (yC) enter into existing or potential Power Links partners, customers, consultants, vendors or suppliers in the Ordinary Course of Business; provided that, subject to the following sentence, nothing herein shall be deemed to prohibit any contractdirector of the Company who is a representative of a Company Stockholder on the Company’s board of directors, agreement from disclosing any such information to such Company Stockholder’s officers, directors, managers, general partners or arrangement financial or legal advisors if such recipients reasonably need to know such information and are bound by a professional duty or a contractual obligation of confidentiality with respect to such information. Notwithstanding anything herein to the contrary, the Company shall not, and the Company shall require each of its officers, directors, employees, representatives and agents not to, directly or indirectly furnish any non-public information concerning the business, properties or assets of the Company, any Subsidiary or any division of the Company to any party with any Third Party Bidder intention to consummate a Potential Transaction; providedinitiate, that “Potential Transaction” shall not includesolicit, and this Section 6.13(a) shall not apply to, encourage or otherwise facilitate any inquiry, proposal or offer to acquireproposal, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all discussion of the capital stock or consolidated assets of LVP REIT nature described in clause (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedi) above.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Seller agrees that it will not, and will cause its directors, officers, managers, employees, Affiliates and other agents and Representatives not to: (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsencourage, the Contributors and LVP REIT shall notinitiate, and shall cause the Group Companies and each of their respective directorssolicit, officers and representatives not seek or respond to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of, the Company or any of its Subsidiaries, or which would reasonably be expected to impair, prevent or delay or dilute the benefits to the Buyer of the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as a “Proposal”), (b) continue, engage in, initiate or otherwise participate in, any negotiations concerning, or provide any information or data to, or respond affirmatively have any substantive discussions with, any Person relating to a Proposal, (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal, or (d) enter into a Contract with any Person relating to a Proposal. The Seller shall notify the Buyer in writing promptly (and in any event within two (2) Business Days after the receipt of) if (i) any inquiries, proposals or offers related to a Proposal are received by, (whether ii) any information or data is requested from, or (iii) any negotiations or discussions related to a Proposal are sought to be initiated by them or otherwise)continued with, from the Seller or its directors, officers, managers, employees and Affiliates or, to the Knowledge of the Seller, any other agents and Representatives of the Seller and shall, in any such notice to the Buyer, identify the terms and conditions of any such Proposal and shall provide the Buyer with copies of any written materials in connection therewith, but shall not be required to disclose the identity of any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into making any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedProposal.

Exclusivity. (a) During the period commencing on Interim Period, (i) the date hereof through Company and the earlier Major Shareholders (other than CPPIB) shall not take, nor shall they permit any of their Affiliates or Representatives to occur take, and (ii) CPPIB shall procure that the Restricted CPPIB Group shall not take, nor shall it permit any of the Closing Representatives of the Restricted CPPIB Group to take, in each case, whether directly or indirectly, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than PubCo, Merger Sub, RMG II and/or any of their Affiliates and Representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result in any purchase of any of equity securities of, or membership interests in, or the issuance and sale of any equity securities of, or membership interests in, the Company or its Subsidiaries (other than (x) any purchases of equity securities by the Company from employees of the Company or its Subsidiaries and (y) in the case of the SS Group, entering into such documents and instruments and taking such actions as may be required to release or otherwise discharge any guarantee or other credit support granted by the Company or any Subsidiary in respect of, or to repay, prepay or refinance, any Indebtedness incurred by the SS Group) or any merger or sale of substantial assets involving the Company or its Subsidiaries, in each case, other than the Transactions, a transfer by any Major Shareholder to any of its Affiliates, or as provided in this Agreement (any such purchase, issuance, sale or merger, an “Acquisition Transaction”). If the Company, the Major Shareholders (other than CPPIB) or any of their Affiliates or CPPIB (or the Restricted CPPIB Group) or any of their respective Representatives receives any inquiry or proposal regarding an Acquisition Transaction at any time prior to the Closing, then the Company or the Major Shareholders, as applicable, shall promptly notify such Person indicating only that it is subject to an exclusivity agreement that prohibits providing any information related to or entertaining any proposals or offers or engaging in any negotiations or discussions concerning any Acquisition Transaction and, in such event, the Company or the Major Shareholders, as applicable, shall also promptly notify RMG II of such facts and circumstances. The Company and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall notMajor Shareholders shall, and shall cause their Affiliates and Representatives to (and CPPIB shall cause the Restricted CPPIB Group Companies and the Representatives of the Restricted CPPIB Group to), immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. During the Interim Period, the Company shall procure that the Company Stockholders shall not, except as expressly contemplated by this Agreement, directly or indirectly transfer any interest (direct or indirect, record, beneficial, economic voting or otherwise) in the Company Stock, whether by sale or exchange, by gift, by operation of law, by pledge or encumbrance or otherwise, except that (a) the SS Group may transfer Company Ordinary Stock held by it pursuant to an enforcement of a pledge by any of the lenders under Indebtedness incurred by the SS Group; (b) the SS Group may sell and/or transfer Company Ordinary Stock to any third party solely for the purpose of utilizing the proceeds from such sale and/or transfer to repay, prepay or otherwise discharge the Indebtedness secured by the Company Ordinary Stock held by the SS Group that remains outstanding, to the extent such the repayment of such Indebtedness is demanded or required by the relevant creditor; and (c) the SS Group may transfer their Company Ordinary Stock to their respective Affiliates; provided that any such transfer by the SS Group in each of their respective directors(a), officers (b) and representatives not to(c) above to a third party or an Affiliate shall be conditional upon such third party or Affiliate having acceded to the terms of this Agreement and assumed the obligations of the SS Group hereunder as if such third party or Affiliate were a party to this Agreement. Notwithstanding anything to the contrary in this Section 10.03(a), GSW and its Affiliates and Representatives may at any time during the Interim Period, directly or indirectly, (x) knowingly initiate, take any action or solicit, discuss, negotiate, provide non-public information with respect toinitiate or engage in any discussions or negotiations with, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contractagreement with, agreement or arrangement with encourage, or provide information to, any Third Party Bidder Person solely for the purposes of a sale by GSW of such number of securities in PubCo and/or the Company as will result in GSW reducing its aggregate Effective Economic Interest in PubCo and/or the Company to consummate a Potential Transaction; providedno more than 33% and its aggregate voting interest in PubCo and/or the Company to no more than 4.9% following the Closing (and for the purposes of determining whether such thresholds are met, any Company Stock shall also be taken into consideration), provided that “Potential Transaction” shall such sales do not include, and this delay or adversely affect the consummation of the Transactions or the ability to satisfy the conditions of Article XI. This Section 6.13(a) 10.03 shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedGreen Rock Internal Restructuring.

Exclusivity. (a) During Except as contemplated by the period commencing on Debtor Tower Agreement, from and after the date hereof through hereof, the earlier to occur of the Closing Parent and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT Company shall not, and shall cause the Group Companies each other Debtor and each of their respective directors, officers and officers, employees, financial advisors, representatives or agents not to, directly or indirectly, (xi) knowingly solicit, initiate, solicitengage or participate in or encourage discussions or negotiations with any person or entity (other than the Buyer) concerning any merger, discussconsolidation, negotiatesale of material assets, tender offer for, recapitalization of or accumulation or acquisition of securities issued by any Debtor, proxy solicitation or other business combination involving any Debtor (collectively, "Company Acquisition Proposals") or (ii) provide any non-public information concerning the business, properties or assets of any Debtor to any person or entity (other than to the Buyer and to the Debtors' creditors in accordance with respect existing confidentiality arrangements). The Parent and the Company shall, and shall cause each of the other Debtors to, immediately cease any and all existing activities, discussions or respond affirmatively to negotiations with any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), Buyer with respect to any transactionCompany Acquisition Proposal. The Parent and the Company shall immediately notify the Buyer of, however structured, resulting in or relating and shall disclose to the acquisition by such Third Party Bidder of Buyer all details of, any inquiries, discussions or substantially all negotiations of the equity interests or assets nature described in the first sentence of this Section 4.7. The provisions of this Section 4.7 are referred to in this Agreement as the "Exclusivity Provisions". (b) Notwithstanding the provisions of subsection (a) above, prior to the entry of the Group Companies Confirmation Order, the Debtors may, to the extent required by the Bankruptcy-Related Requirements, or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale Board of Directors of the Company Interests owned by the Contributors other than the LVP Parties determines, in good faith after consultation with outside legal counsel, that such Board's fiduciary duties under applicable law require it to do so, participate in discussions or prevent or materially impair the ability of the Contributorsnegotiations with, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.32

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not7.11.1 The Acquiror Company shall, and shall cause the Group Companies and each of their respective its Affiliates, directors, officers officers, employees, agents and representatives not advisors to, directly deal exclusively with the Company and its Affiliates, directors, officers, employees, agents and advisors (collectively, the “Company Representatives”) regarding the transactions contemplated hereunder, except as otherwise contemplated under this Agreement or indirectlyis required under Law; and the Acquiror Company shall not (a) solicit, (x) knowingly initiate, solicitfacilitate or knowingly encourage any Takeover Proposal or any inquiry that constitutes or would reasonably be likely to lead to a Takeover Proposal; (b) provide information or documentation to any Person other than the Company and the Company Representatives with respect to the Acquiror Company relating to any such Takeover Proposal; (c) enter into any letter of intent, discussmemorandum of understanding, negotiatemerger agreement or other agreement or understanding (whether oral or written, provide non-public binding or nonbinding) relating to, or that would reasonably be expected to lead to, any Takeover Proposal except this Agreement and the other agreements contemplated by this Agreement; or (d) participate in any negotiations with, assist or facilitate in any other manner, except as otherwise required by Law, any Person other than the Company regarding a Takeover Proposal or any inquiry that constitutes or would reasonably be likely to lead to a Takeover Proposal, furnish to any Person any information or data with respect to, or respond affirmatively otherwise cooperate with or take any action to knowingly facilitate any proposal that constitutes or would reasonably be expected to lead to any inquiriesTakeover Proposal, proposals or offers (whether initiated requires the Acquiror Company to abandon, terminate or fail to consummate the transactions contemplated by them this Agreement. If the Acquiror Company receives an unsolicited inquiry, offer or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or proposal relating to a Takeover Proposal, the acquisition by Acquiror Company shall promptly notify the Company thereof within 48 hours, including information as to the contents and terms of such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedproposal.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur Neither DEI nor any of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each DEI Subsidiaries nor any of their respective directors, officers and directors shall, and DEI and the DEI Subsidiaries will use their best efforts to cause their employees, agents, and representatives (including, without limitation, any investment banker, attorney or accountant retained by DEI) not to, initiate, solicit, encourage or take any other action to facilitate, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information any inquiries or the making of any proposal with respect to a merger, consolidation, share exchange or similar transaction or series of transactions involving DEI or any of DEI Subsidiary, or any purchase of all or any significant portion of the assets of DEI (other than DEI's real estate) or any equity interest in DEI other than the transactions contemplated hereby (an "Acquisition Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or respond affirmatively have any discussions with, any person relating to any inquiriesan Acquisition Proposal; provided, proposals however, that the Board of Directors on behalf of DEI may furnish or offers cause to be furnished information and may participate in such discussions and negotiations through its representatives with persons who have sought the same if (whether initiated i) the failure to provide such information or participate in such negotiations and discussions would cause the members of the Board of Directors to breach its fiduciary duties to DEI's stockholders under applicable law as advised in writing by them counsel or otherwise), from any (ii) another Person other than the Parent Parties and their Affiliates and representatives (or group makes a “Third Party Bidder”), bona fide offer or proposal with respect to any transactionall DEI Shares which, however structured, resulting in or relating to based upon the acquisition by such Third Party Bidder of all or substantially all identity of the equity interests or assets Person making it and the terms thereof, the Board of Directors believes, in the Group Companies or any individual mall or development project (good faith exercise of its business judgment, could reasonably be expected to lead to a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder transaction involving all DEI Shares more favorable to consummate DEI's stockholders from a Potential Transactionfinancial point of view than the transaction contemplated hereby; provided, however, that “Potential Transaction” shall not includesuch Person must have required, as a condition to his or its highest offer or proposal (or to the making thereof), that DEI terminate this Agreement (in either case, a "Higher Offer"). DEI will notify STR immediately, orally and in writing, if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with DEI and will keep STR informed, on a current basis, of the status and terms of any such proposals and status of any such negotiations or discussions. The provisions of this Section 6.13(a5.7(a) shall not apply to, prohibit DEI from taking any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions position with respect to any Potential Transaction an Acquisition Proposal pursuant to Rules 14d-9 and request that all confidential information relating to any of 14e-2 under the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedExchange Act.

Exclusivity. (a) During the period commencing on From the date hereof of this Agreement to the Closing of the Third Instalment or the date on which this Agreement is terminated pursuant to the Section 8 (2), without the prior consent of the Investor, the Transferors shall not directly or indirectly (or through any third party), and shall ensure that their respective affiliate and the earlier to occur Group Companies (including the Listed Company) as of the Closing of the First Instalment shall not directly or indirectly (or through any third party) (i) solicit, initiate, consider, encourage or accept any proposal or offer made by any person or any entity in respect of the following matters (i.e. matters referred to in (A), (B) and (C), collectively referred to as “Conflicting Transaction”): (A) acquire or purchase all or part of the termination equity of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly(including the Listed Company) from the Transferors, (xB) knowingly initiateenter into any merger, solicit, discuss, negotiate, provide non-public information consolidation or other business combination with respect tothe Group Companies (including the Listed Company), or respond affirmatively to any inquiries, proposals acquire or offers (whether initiated by them or otherwise), from any Person other than purchase the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or material assets of the Group Companies (including the Listed Company), or propose any individual mall or development project tender offer to the Group Companies (a “Potential Transaction”) or including the Listed Company), (yC) enter into capital restructuring, structural restructuring, business restructuring or any contractother transaction that conflicts with the transactions contemplated under the Acquisition, with the Group Companies (including the Listed Company), or (ii) participate in any discussion, conversation, negotiation or other communication with respect to the Conflicting Transaction, or provide any information related to the above matters to any third party, or allow any third party to proceed due diligence with respect to the Group Companies (including the Listed Company) for the Conflicting Transaction, or cooperate, assist, participate in or encourage any efforts or attempts of any third party to conduct the Conflicting Transaction in any other way, or enter into any agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide third party for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company Conflicting Transaction. The Transferors shall immediately cease it (and shall cause their affiliate and the Group Companies (including the Listed Company) to complete the Contemplated Transactions. The Contributors shall, cease it immediately) and shall cause the Group Companies totermination of all discussions, immediately terminate conversations, negotiations or other communications and provision or sharing of information in relation to any existing discussions Conflicting Transaction initiated prior to the execution of this Agreement. The Transferors shall promptly notify the Investor of any proposal, offer, inquiry or other contacts made by any entity with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedConflicting Transactions.

Exclusivity. During the period from the date of this Agreement to the earlier of (a) During the period commencing on the date hereof through the earlier to occur of the Closing and (b) the termination of date this Agreement in accordance with its termsis validly terminated pursuant to Section 10.1, the Contributors and LVP REIT Company shall not, and shall cause the Group Companies and each not authorize or permit, any of their respective directorsits Representatives, officers and representatives not Subsidiaries or Affiliates to, directly or indirectly, to (a) initiate, encourage or solicit any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, (b) participate in negotiations or discussions with, or provide any information or data to, any Person (other than Parent, MergerCo or any of their respective Affiliates or Representatives) relating to any Acquisition Proposal, or (c) approve, authorize, or enter into any contract or agreement contemplating or otherwise relating to, any Acquisition Proposal. Promptly following execution of this Agreement, the Company shall, and shall instruct each of its Affiliates and Subsidiaries, and its and their respective Representatives to, (x) knowingly initiateimmediately cease any existing activities, solicit, discuss, negotiate, provide non-public information discussions or negotiations with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transactionAcquisition Proposal, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or and (y) enter into request the return or destruction of any contractdue diligence materials provided to any Persons (other than Parent, agreement or arrangement MergerCo and their Representatives) in connection with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any Acquisition Proposal. If the Company receives an inquiry, proposal or offer to acquirefor an Acquisition Proposal, whether by merger, purchase then the Company promptly (and no later than twelve (12) hours of assets, equity interests or other securities, tender offer or otherwise, all or substantially all receipt) shall notify the Parent of the capital stock receipt of such an inquiry, proposal or consolidated assets of LVP REIT (a “Permitted Transaction”)written offer, but LVP REIT may only enter into an agreement with respect thereto shall then provide to the extent that Parent copies of all written or electronically delivered materials related thereto and shall refrain from contacting or negotiating with the entry into any such transaction would not require offeror or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate pursuing said offer in any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedmanner.

Exclusivity. Neither the Company nor any of its Subsidiaries will, nor will the Company, its Subsidiaries or any Company Shareholder permit any of its or their respective officers, directors, employees, shareholders, Affiliates, representatives, consultants, financial advisors, attorneys, accountants or other agents to, (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, initiate or respond affirmatively to knowingly encourage the submission of any inquiries, proposals proposal or offers (whether initiated by them or otherwise), offer from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT the Company (including any acquisition structured as a merger, consolidation or share exchange) (collectively, an “Permitted TransactionAcquisition Proposal”), but LVP REIT may only enter into an agreement or (b) participate in any discussions or negotiations regarding, furnish any information with respect thereto to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the extent foregoing. The Company represents and warrants that it has ceased and caused to be terminated any and all contacts, discussions and negotiations with third parties regarding any Acquisition Proposal(s), and the entry into Company or the Shareholder Representative shall promptly notify Parent if any Acquisition Proposal, or any inquiry or contact with any Person with respect thereto, is made. The Company Shareholders will not vote the Common Shares in favor of any such transaction would not require acquisition structured as a stock sale, merger, consolidation or otherwise provide for the sale of the Company Interests owned by the Contributors share exchange, other than the LVP Parties transactions contemplated by this Agreement; provided that, if the Company receives any unsolicited indications of interest or prevent competing bids (whether written or materially impair the ability of the Contributorsoral, and the Company and the Group Companies its Subsidiaries and each of their officers, directors, employees, representatives, agents, shareholders and affiliates are not in violation of this Section 5.7) to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate pursue or enter into any existing discussions agreements or arrangements with respect to any Potential Transaction a possible Acquisition Proposal (an “Acquisition Proposal Inquiry”), then the Company (and request that all confidential its officers, directors, employees, representatives, agents, shareholders, and Affiliates) may consider and provide information relating to any to, negotiate with, or enter into a definitive agreement with such third party, as may be required (on the opinion of the Group Companies Company’s outside counsel) by the board members’ fiduciary duties to the Company Shareholders; provided to any Third Party Bidder in connection with a Potential Transaction be further that promptly returned or destroyed.upon receipt of such Acquisition Proposal Inquiry, the

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, Seller agrees that it will not, and it will cause the Company and its respective managers, directors, officers, employees, consultants, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by any of the foregoing) (each, an “Agent”) not to: (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsinitiate, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not tosolicit or seek, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, Seller or Company (any such proposal or offer being hereinafter referred to as a “Proposal”); (b) engage in any negotiations concerning, or provide any confidential information or data to, or respond affirmatively to have any inquiriessubstantive discussions with, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or person relating to the acquisition by such Third Party Bidder of all a Proposal; (c) otherwise cooperate in any effort or substantially all of the equity interests attempt to make, implement or assets of the Group Companies or any individual mall or development project (accept a “Potential Transaction”) Proposal; or (yd) enter into any a contract, arrangement or agreement or arrangement with any Third Party Bidder Person relating to consummate a Potential Transaction; providedProposal. Seller shall notify Buyer promptly if any substantive inquiries, that “Potential Transaction” shall not includeproposals, and this Section 6.13(a) shall not apply toor offers related to a Proposal are received by, any inquiryconfidential information or data is requested from, proposal or offer any negotiations or discussions related to acquirea Proposal are sought to be initiated or continued with, whether by mergerSeller, purchase Company, or any of assetstheir respective Agents. Notwithstanding the foregoing, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the ContributorsSeller, the Company and each of its Agents may take such actions as any of them reasonably deem appropriate to satisfy the Group Companies to complete the Contemplated Transactionscondition set forth in Section 7.1(c). The Contributors shallobligations set forth in this Section 6.12 shall expire upon the earlier of (i) termination of this Agreement and (ii) the Closing Date. For the avoidance of doubt, and nothing in this Section 6.12 shall cause the Group Companies tobe deemed to restrict, immediately terminate any existing discussions with respect prohibit or (except for this sentence) apply to any Potential Transaction and request that all confidential information relating to merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving the equity securities of any direct or indirect equityholder of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedSeller.

Exclusivity. Until the earlier of (ai) During the period commencing on Closing or (ii) the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termspursuant to the provisions of Section 9.1 hereof, FAS and the Contributors Shareholders, jointly and LVP REIT severally, agree that they shall not, and not (nor shall cause the Group Companies and each they permit any of their respective officers, directors, officers and agents, representatives not or affiliates to, ) directly or indirectly, take any of the following actions with any party other than Purchaser and its designees: (xa) knowingly initiate, solicit, discussencourage, negotiateinitiate or participate in any inquiry, provide non-public information with respect to, negotiations or respond affirmatively to discussions or enter into any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), agreement with respect to any transaction, however structured, resulting in offer or relating proposal to the acquisition by such Third Party Bidder acquire any portion of all or substantially all of the equity interests or assets of the Group Companies FAS's business and properties or any individual mall shares of FAS Capital Stock (whether or development project (a “Potential Transaction”not outstanding) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests tender offer or other securitiesotherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to such person concerning FAS's business, technologies, or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any part of the FAS Capital Stock or FAS's assets or (d) solicit, negotiate or enter into any agreement with any person providing for the acquisition of FAS (whether by way of merger, purchase of assets, tender offer or otherwise). In the event FAS or any Shareholder shall receive, all prior to the Closing or substantially all the termination of this Agreement, any offer or proposal, directly or indirectly, of the capital stock type referred to in clause (a) or consolidated assets of LVP REIT (a “Permitted Transaction”)c) above, but LVP REIT may only enter into an agreement with respect thereto or any request for disclosure or access pursuant to clause (b) above, FAS and the Shareholders shall immediately inform Purchaser as to any such offer or proposal, including information as to the extent identity of the offeror or the party making such offer or proposal and the specific terms of such offer or proposal, as the case may be. The parties hereto agree that irreparable damage would occur in the event that the entry into any such transaction would provisions of this Section 5.2 were not require performed in accordance with their specific terms or were otherwise provide for breached. It is accordingly agreed by FAS and the sale Shareholders that Purchaser shall be entitled to seek an injunction or injunctions to prevent breaches of the Company Interests owned by provisions of this Section 5.2 and to enforce specifically the Contributors other than the LVP Parties or prevent or materially impair the ability terms and provisions hereof in any court of the ContributorsUnited States or any state having jurisdiction, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect this being in addition to any Potential Transaction and request other remedy to which Purchaser may be entitled at law or in equity. Without limiting the foregoing, it is understood that all confidential information relating to any violation of the Group Companies provided restrictions set forth in this Section 5.2 by any officer, director or employee of FAS or a Shareholder or any investment banker, attorney or other advisor or representative of FAS or a Shareholder shall be deemed to any Third Party Bidder in connection with be a Potential Transaction be promptly returned or destroyedbreach of this Section 5.2.