Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (i) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (i) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.Board

Acquisition Proposals. Prior The Stockholder agrees that it will promptly (and in any event, within 48 hours) notify, or cause another stockholder of the Company or a Person acting on behalf of all of the Stockholder to notify, Parent and Acquisition Sub immediately following the Effective TimeStockholder’s learning that any inquiries, RELP and AIP each agree (i) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney proposals or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) offers with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if any such inquiries or proposals Proposal are received by, any such information is requested from, or any such negotiations discussions or discussions negotiation are sought to be initiated or continued with, it; providedit or any of its Representatives indicating, howeverin connection with such notice, that nothing contained in this Section 7.1 shall prohibit the Board name of Directors such Person and the material terms and conditions of the General Partner any proposals or offers (including copies of RELP (the "Board of Directors") any written requests, proposals or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations withoffers, any person or entity that makes an unsolicited bona fide Acquisition Proposal, ifincluding proposed agreements), and only to the extent thatthereafter shall keep Parent and Acquisition Sub informed, (A) the Board of Directors or Board of Trust Managerson a current basis, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status and terms of such proposals or offers (but not including any amendments thereto and, in no event later than 48 hours after receipt, copies of any additional or revised written requests, proposals or offers, including proposed agreements) and the terms) status of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (The Stockholder agrees that it being agreed that during the term of this Agreement, no party shall will not enter into any agreement with any person Person subsequent to the date hereof that provides forprohibits it from providing any information to Parent or Acquisition Sub in accordance with this Section 4(a). Without limiting the generality of the foregoing or Section 4(b), or the Stockholder shall notify Parent and Acquisition Sub in advance of beginning to provide information to any way facilitates, Person relating to an Acquisition Proposal (other than or beginning discussions or negotiations with any person regarding an Acquisition Proposal. Any violations of the restrictions set forth above by any Representative of the Stockholder shall be deemed to be a confidentiality agreement in customary form)), or (iiibreach of this Section 4(a) affect any other obligation of any party under this Agreementby the Stockholder.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (i) that neither of them nor any of their Subsidiaries The Company shall, and each of them shall direct and use its best efforts to cause its respective nonstockholder affiliates and the officers, General Partnerdirectors and employees of the Company and its Subsidiaries to, limited partners, Trust Managers, employees, agents, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by it the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as applicableset forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, initiate, solicit or encourage, directly or indirectly, any inquiries or and shall instruct its stockholder affiliates and the making or implementation representatives and agents of any proposal or offer the Company and its Subsidiaries (including, without limitation, any proposal investment banker, attorney or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of accountant retained by the assets or any equity securities (or any debt securities convertible into equity securities) of, such party Company or any of its Subsidiaries) not to, directly or indirectly, knowingly encourage, solicit, participate in or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the transactions contemplated by this Agreement Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any such affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or offer being hereinafter referred proposal to as the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any the board of directors of the foregoing and each will take Company receives from the necessary steps Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to inform the individuals or entities referred terms of such Acquisition Proposal) (A) no less favorable to above of the obligations undertaken in this Section 7.1; Company, and (iiiB) that it no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify the other party immediately Parent within 48 hours 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, it; provided, however, that nothing contained with the Company and shall in this Section 7.1 shall prohibit such notice indicate the Board of Directors identity of the General Partner offeror and the material terms and conditions of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations withany such proposal and thereafter shall keep Parent reasonably informed, any person or entity that makes an unsolicited bona fide Acquisition Proposalon a current basis, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not and material terms of such proposals and the terms) status of such negotiations or discussions, providing copies to Parent of any such discussions or negotiations; Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and (y) every case, its intention to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to either enter into any agreement with respect or to an Acquisition Proposal during provide any information to any Person making any such inquiry or proposal. Subject to the term provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Agreement (it being agreed that during Section 5.02 of the term obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), connection with its consideration of acquiring the Company to return or (iii) affect any other obligation destroy all confidential information heretofore furnished to such person or entity by or on behalf of any party under this Agreementthe Company.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (i) The Company agrees that neither of them it nor any of their Subsidiaries its subsidiaries nor any of the respective officers and directors of the Company or its subsidiaries shall, and each of them the Company shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersshareholders of the Company) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or or, unless, at any time prior to the adoption of this Agreement by the holders of Company Common Stock, the Company's Board of Directors determines, upon receipt of a written opinion of its outside legal counsel, that it is required to take the following action in order to fulfill their fiduciary duties to the Company's shareholders under the WBCL, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it . The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each enforce any confidentiality agreements to which it or any of its subsidiaries is a party. The Company will take the necessary steps to inform the appropriate individuals or entities referred to above in the first sentence hereof of the obligations undertaken in this Section 7.1; and (iii) that it 5.1. The Company will notify (describing the other party relevant facts) Parent immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this AgreementCompany.

Acquisition Proposals. Prior to From and after the Effective Timedate hereof --------------------- until the termination of this Agreement, RELP and AIP each agree (i) that neither of them Bayonne or First Savings, nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agentsrepresentatives, agents or affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it Bayonne or any of its Subsidiaries), as applicablewill, not todirectly or indirectly, initiate, solicit or encourageknowingly encourage (including by way of furnishing non-public information or assistance), directly or indirectlyfacilitate knowingly, any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involvingAcquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any purchase person or entity in furtherance of all such inquiries or to obtain an Acquisition Proposal or agree to or endorse any significant portion Acquisition Proposal, or authorize or permit any of the assets its officers, directors or any equity securities (or any debt securities convertible into equity securities) of, such party employees or any of its SubsidiariesSubsidiaries or any investment banker, financial advisor, attorney, accountant or other than the transactions contemplated representative retained by this Agreement (any of its Subsidiaries to take any such proposal action, and Bayonne shall notify RCFC orally (within 1 business day) and in writing (as promptly as practicable) of such inquiries and proposals which it or offer being hereinafter referred to as an "Acquisition Proposal") any of its subsidiaries or engage in any negotiations concerningsuch officer, director, employee, investment banker, financial advisor, attorney, accountant or provide any confidential information or data to, or have any discussions with, any person other representative may receive relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing such matters and each will take the necessary steps if such inquiry or proposal is in writing, Bayonne shall deliver to inform the individuals RCFC a copy of such inquiry or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, itproposal promptly; provided, however, that nothing contained in this Section 7.1 4.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers Bayonne from (xi) 19 furnishing information to to, or entering into discussions or negotiations withwith any, any person or entity that makes an unsolicited written, bona fide Acquisition Proposalproposal to acquire Bayonne pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors or of Bayonne receives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-view to Bayonne's stockholders, (B) the Board of Trust ManagersDirectors of Bayonne, as applicableafter consultation with independent legal counsel, determines in good faith that such action is required necessary for it the Board of Directors of Bayonne to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by stockholders under applicable law as advised by counsel, (such proposal that satisfies (A) and (B) being referred to herein as a "Superior Proposal") and (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party Bayonne (x) provides written reasonable notice to the other party to this Agreement RCFC to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and another partyand (Cy) subject to any confidentiality agreement with receives from such person or entity an executed confidentiality agreement in reasonably customary form, (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the termsii) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposala tender or exchange offer or (iii) failing to make or withdrawing or modifying its recommendation and entering into a Superior Proposal if there exists a Superior Proposal and the Board of Directors of Bayonne, after consultation with independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of Bayonne to comply with its fiduciary duties to stockholders under applicable law. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term For purposes of this Agreement, no party "Acquisition Proposal" shall enter into mean any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal of the following (other than a confidentiality agreement in customary form))the transactions contemplated hereunder) involving Bayonne or any of its Subsidiaries: (i) any merger, consolidation, share exchange, business combination, or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 15% or more of the assets of Bayonne or First Savings, taken as a whole, in a single transaction or series of transactions; (iii) affect any other obligation tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of Bayonne or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any party under this Agreementpublic announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. Prior to Neither the Effective TimeCompany nor the Stockholders will, RELP and AIP each agree (i) that neither nor will any of them nor authorize or permit any of their Subsidiaries shallofficer, and each of them shall direct and use its best efforts to cause its respective officersdirector, General Partneremployee, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, consultant or contractor or any investment banker, attorney attorney, accountant or accountant retained by it other agent or Representative of the Company or any of its Subsidiaries), as applicable, not the Stockholders acting on any of their behalf to, initiate, solicit or encourage, directly or indirectly, (a) solicit, initiate or intentionally encourage the submission of any Acquisition Proposal or (b) participate in any discussions or negotiations regarding, or furnish to any Person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its shareholders) with respect to a mergerAcquisition Proposal. Immediately after the execution and delivery of this Agreement, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion each of the assets or any equity securities (or any debt securities convertible into equity securities) ofCompany and the Stockholders will, such party or any of and will cause its Subsidiariesofficers, directors, employees, investment bankers, attorneys, accountants and other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data agents and Representatives to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated terminate any existing activities, discussions or negotiations with any parties conducted heretofore with in respect to of any possible Acquisition Proposal and will promptly inform the Buyer of the foregoing receipt of any subsequent Acquisition Proposal. Each of the Company and each the Stockholders will take the all necessary steps to promptly inform the individuals or entities referred to above in the first sentence of this Section 6.1 of the obligations undertaken in this Section 7.16.1. “Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Contemplated Transactions) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; and (ii) any sale of shares of capital stock or other equity interests or securities; (iii) that it will notify the any sale, lease, exchange, mortgage, pledge, Transfer or other party immediately if any such inquiries or proposals are received by, any such information is requested from, disposition of all or any such negotiations material portion of its assets in a single transaction or discussions are sought series of transactions; or (iv) any public announcement of a proposal, plan or intention to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors do any of the General Partner of RELP (the "Board of Directors") foregoing or the Board of Trust Managers from (x) 19 furnishing information any agreement to or entering into discussions or negotiations with, engage in any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementforegoing.

Acquisition Proposals. Prior to (a) Without limiting any of such other Party’s other obligations under this Agreement, each of Yankees and Braves agrees that, from and after the Effective Timedate hereof until the earlier of the Closing and the termination of this Agreement in accordance with its terms, RELP and AIP each agree (i) that neither of them it nor any of their its Subsidiaries nor any of the officers or directors of it or its Subsidiaries shall, and each of them that it shall direct and use its reasonable best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, and its Subsidiaries’ employees, agents, affiliates agents and representatives (including, without limitation, including any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ) not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit, knowingly encourage (including by way of furnishing information), facilitate, or induce any inquiries or the making making, submission or implementation of any proposal or offer (including, without limitationannouncement of, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involvingthat constitutes, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) ofcould reasonably be expected to result in, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal", (ii) or engage in any negotiations concerningsubject to Section 4.2(c), or provide any confidential information or data to, or have any discussions with, discussion with any person Person relating to an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; , (iiiii) that it will immediately cease and cause subject to be terminated Section 4.2(d), provide any existing activitiesconfidential information or data to any Person in relation to an Acquisition Proposal, discussions (iv) subject to Section 4.2(d), approve or negotiations with recommend, or propose publicly to approve or recommend, any parties conducted heretofore with respect Acquisition Proposal or (v) subject to Section 4.2(d), approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, business combination agreement, option agreement or other similar agreement related to any Acquisition Proposal (any of the preceding in this clause (v), an “Alternative Acquisition Agreement”) or propose publicly or agree to do any of the foregoing and each will take the necessary steps related to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to the Effective Time(a) Without limiting Stockholder’s other obligations under this Agreement, RELP and AIP each agree (i) Stockholder agrees that neither of them nor any of their Subsidiaries shallit shall not, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, including any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, it) (“Representatives”) not to, initiate, solicit or encourage, directly or indirectly, initiate or solicit any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") . Stockholder further agrees that it shall not, and shall cause its Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) . Stockholder agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties person or entity conducted heretofore with respect to any of the foregoing and each Acquisition Proposal. Stockholder agrees that it will take the necessary steps to promptly inform the individuals or entities referred to above in the first sentence of this Section of the obligations undertaken in this Section 7.1; and (iii) Section. Stockholder agrees that it will notify the other party immediately Transferors promptly, but in any event within 48 hours if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, it; providedit or any of its Representatives indicating, howeverin connection with such notice, that nothing contained in this Section 7.1 shall prohibit the Board name of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined and the material terms and conditions of any proposals or offers and thereafter shall keep Transferors informed on a current basis, and, in good faith was required to be executed any event, within 48 hours of any changes in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) and terms of any such discussions proposals or negotiations; and (y) to the extent applicableoffers, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit including whether any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, such proposal has been withdrawn or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementrejected.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (a) The Company agrees that (i) that neither of them nor any of their it and its officers and directors shall not, (ii) it shall cause its Subsidiaries shalland its Subsidiaries’ officers and directors not to, and each of them (iii) it shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and its Subsidiaries’ agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, in each case (A) directly or indirectly, initiate, solicit or encourageknowingly, directly encourage or indirectly, facilitate (including by way of furnishing information) any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or similar transaction involvingother business combination, of (x) an equity interest representing a 15% or any purchase greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of all or any significant portion in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any equity securities (other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any debt securities convertible into equity securities) of, such party material respect or any of its Subsidiariesmaterially delay consummating the transactions contemplated hereby, other than than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "(“Acquisition Proposal"”), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal or have (C) otherwise cooperate in any discussions way with, any person relating to an Acquisition Proposalor assist or participate in, facilitate or otherwise facilitate encourage, any effort or attempt by any other Person to make do or implement an seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; (ii) provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that it is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the foregoing and each will take the necessary steps Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to inform the individuals taking any action contemplated by clause (1) or entities referred to above (2) of this Section 6.4(a)) notify Parent of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if receipt of any such inquiries or proposals are received by, any such information is requested from, Acquisition Proposal or any such negotiations inquiry, proposal or discussions are sought offer that is reasonably likely to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect lead to an Acquisition Proposal during after the term date hereof, which notice shall include the identity of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Person making such Acquisition Proposal (or other than a confidentiality agreement in customary form))inquiry, proposal or (iii) affect any other obligation offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any party under this Agreementrelated material developments, discussions and negotiations related thereto.

Acquisition Proposals. Prior to the Effective Time(a) The Company agrees that, RELP and AIP each agree except as otherwise permitted in this Section 6.7, (i) that neither of them nor any of their it and its officers and directors will not, (ii) the Company Subsidiaries shalland the Company Subsidiaries’ officers and directors will not, and each of them shall direct (iii) its and use its best efforts to cause its respective officersthe Company Subsidiaries’ investment bankers, General Partnerfinancial advisors, limited partnersattorneys, Trust Managersaccountants, employees, consultants or other agents, affiliates and advisors or representatives (includingcollectively, without limitation“Representatives”) will not, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, (A) directly or indirectly, initiate, solicit, cause, encourage or otherwise knowingly facilitate any inquiries or the making making, submission or implementation reaffirmation of any proposal or offer (includingwith respect to a tender offer or exchange offer, without limitationproxy solicitation, merger, reorganization, share exchange, recapitalization, liquidation, dissolution, consolidation, business combination or other similar transaction involving the Company and/or the Company Subsidiaries or any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation acquire in any manner an equity or similar transaction involvingvoting interest in the Company, or any purchase the assets, securities or other ownership interests of all or in the Company or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) ofCompany Subsidiary, such party or any of its Subsidiaries, in each case other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”), or (B) directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to, or have any discussions withthat may reasonably be expected to lead to, any person relating to an Acquisition Proposal. The Company will promptly take the steps necessary to inform the Persons set forth in clauses (i), or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any (iii) of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above sentence of the obligations undertaken in this Section 7.1; 6.7, and (iii) the Company agrees that it will notify the other party immediately if be responsible for 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, it; provided, however, that nothing contained in breach of this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.6.7

Acquisition Proposals. Prior to the Effective Time(a) Unless and until this Agreement shall have been terminated in accordance with Article 9 hereof, RELP Seller agrees and AIP each agree (i) that covenants that, except as otherwise authorized or permitted in this Section 7.1, neither of them it nor any Seller Subsidiary shall, nor shall they permit any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partnerdirectors, limited partners, Trust Managersaffiliates, employees, agents, affiliates and investment bankers, financial advisors, attorneys, accountants, brokers, finders, consultants or other representatives (includingeach, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not a “Representative”) to, initiate, solicit or encourage, directly or indirectly, invite, initiate, solicit, encourage or facilitate (including by way of furnishing nonpublic information or assistance) any inquiries inquiries, proposals, discussions or negotiations or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to, or that may reasonably be expected to a lead to, any direct or indirect (i) merger, acquisitionconsolidation, business combination, reorganization, recapitalization, liquidation, dissolution or similar transaction involving Seller (other than the Merger), (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (“Transfer”) of any of its assets in one or a series of transactions (other than in connection with a commercial debt financing arrangement entered into in compliance with Section 7.2(xix)) that, if consummated, would result in a Transfer of 15% or more of the assets of Seller and the Seller Subsidiaries taken as a whole, or (iii) any tender offer, share exchange offer, consolidation or exchange offer or other similar transaction involvingor series of transactions that, if consummated, would relate to 15% or any purchase of all or any significant portion more of the assets or any equity securities outstanding Seller Common Shares (or any debt securities convertible into equity securities) ofeach, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”) or engage in any discussions or negotiations concerning, or provide with any confidential information or data Third Party (as defined in Section 7.1(f)) with respect to, or have that may reasonably be expected to lead to, an Acquisition Proposal, or enter into any discussions withletter of intent, any person agreement in principle or agreement relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt propose publicly to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to do any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, itforegoing; provided, however, that that, subject to Seller’s compliance with this Section 7.1 in its entirety, nothing contained in this Section 7.1 Agreement shall prohibit the Seller Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from Special Committee from, prior to the Stockholders Meeting (xas defined in Section 7.3(c) 19 hereof), furnishing information to to, or entering into or participating in discussions or negotiations with, any person or entity Third Party that makes has made, after the date of this Agreement, an unsolicited bona fide written Acquisition Proposal, if, and only to the extent that, prior to furnishing such information or entering into or participating in such discussions or negotiations: (A) the Seller Board of Directors or Board of Trust Managersthe Special Committee, as applicableafter consultation with its outside counsel, determines in good faith that such action is required for it the Seller Board to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counselstockholders under applicable law, (B) prior to furnishing the Seller Board determines in good faith, after consultation with its independent financial advisor, that such information toAcquisition Proposal would, or entering into discussions or negotiations withif consummated, such person or entityconstitute a Superior Proposal (as defined in Section 7.1(f) hereof), such party (C) Seller provides written notice to the other party to this Agreement Buyer to the effect that it is furnishing information to, or entering into or participating in discussions or negotiations with, such person or entityPerson (including, and (C) subject to any confidentiality agreement with without limitation, the identity of such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counselPerson), such party (D) Seller keeps the other party to this Agreement Buyer informed of the status (but not the terms) of any such discussions or negotiations; , and promptly informs Buyer (but in any event, within 24 hours) of all material developments relating thereto, including the material terms of any such proposal made by any such Third Party and its responses thereto, and (yE) Seller enters into a customary confidentiality agreement with such Third Party on terms that are not materially less favorable to the extent applicableThird Party as the confidentiality agreement, complying with Rule 14e-2 promulgated under dated as of September 23, 2002, by and between Seller and Buyer. Without limiting the Exchange Act with regard to an Acquisition Proposal. Nothing foregoing, it is agreed that any violation of any of the restrictions set forth in this Section 7.1 7.1(a) by any Representative of Seller or of a Seller Subsidiary, whether or not such Person is purporting to act on behalf of Seller or otherwise, shall (i) permit any party be deemed to terminate be a violation of this Section 7.1(a). In addition, notwithstanding anything in this Agreement (except as specifically provided in Article IX hereof)to the contrary, (ii) permit Seller may refer any party Third Party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term Section 7.1. For purposes of this Agreement, no party Buyer agrees that the term “independent financial advisor” shall enter into any agreement with any person that provides forinclude, or in any way facilitateswithout limitation, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect Alliant Partners as well as any other obligation investment banker or financial advisor that has not done a material amount of any party under this Agreementbusiness with Seller during the six-month period preceding the date hereof.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree the Company agrees (ia) that neither of them it nor any of their its Subsidiaries shall, and each shall authorize or permit any of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, ) to initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.16.7; and (iiic) that it will notify the other party FKWW and FKW Sub immediately if any such inquiries or proposals are received by, any such information is requested received from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 6.7 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers Company from (xi) 19 furnishing information to or entering into discussions or negotiations with, any person Person or entity that makes an unsolicited bona fide Acquisition Proposalproposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, that (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith faith, based as to legal matters on advice of outside legal counsel, that the failure to take such action is required for it would involve a substantial risk of breach of fiduciary duty to comply with its fiduciary duties to limited partners or shareholders, as applicable, the Company's shareholders imposed by law as advised by counselapplicable law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person Person or entity, such party the Company provides written notice to the other party to this Agreement FKWW and FKW Sub to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person Person or entity, and (C) subject to any confidentiality agreement with such person Person or entity (which such party determined the Company executed after determining in good faith was required faith, based as to be executed in order for legal matters on advice of outside counsel, that the failure to take such action would involve a substantial risk of breach of the Board of Directors or Board of Trust Managers, as applicable, Directors' fiduciary duty to comply with its fiduciary duties to limited partners or shareholders, as applicable, stockholders imposed by law as advised by counselapplicable law), such party the Company keeps the other party to this Agreement FKWW and FKW Sub informed of the status (but not the terms) of any such discussions or negotiations; and (yii) to the extent applicable, complying with Rule 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 6.7 shall (ix) permit any party to terminate this Agreement (except as specifically provided in Article IX Section 8.1 hereof), (iiy) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person Person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iiiz) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to (a) Except as set forth in this Section 5.4, from and after the Effective Timedate of this Agreement, RELP and AIP each agree (i) the Company agrees that neither of them it, nor any of their its Subsidiaries shall, and each of them that it shall direct not authorize or knowingly permit its and use its best efforts to cause its their respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agentsagents and representatives, affiliates and representatives (including, without limitation, including any investment banker, attorney or accountant (collectively, “Representatives”) retained by it the Company or any of its Subsidiaries), as applicable, not Subsidiaries to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit, endorse or knowingly encourage, induce, or facilitate (including by providing information) any inquiries inquiries, proposals or offers or afford access to the employees, business, properties, assets, books, or records of the Company or any of its Subsidiaries with respect to, or the making or implementation of any proposal or offer completion of, an Acquisition Proposal, (includingii) engage, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involvingcontinue, or otherwise participate in any purchase of all negotiations or discussions (other than to state that they are not permitted to have discussions) concerning, or provide or cause to be provided any significant portion of non-public information or data relating to the assets or any equity securities (or any debt securities convertible into equity securities) of, such party Company or any of its SubsidiariesSubsidiaries in connection with, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal", (iii) approve, endorse or engage in recommend any negotiations concerningAcquisition Proposal, (iv) approve, endorse or recommend, or provide execute or enter into any confidential information letter of intent, agreement in principle, merger agreement, acquisition agreement or data to, or have any discussions with, any person other similar agreement relating to an Acquisition ProposalProposal or (v) resolve or agree to take any of the actions described in clauses (i), (ii), (iii) or (iv); provided, however, it is understood and agreed that any determination or action by the Company, the Special Committee, or otherwise facilitate any effort the Company Board permitted under Section 5.4(b) or attempt (c) or Section 7.1(c)(ii) shall not be deemed to make or implement an Acquisition Proposal; (ii) be a breach of this Section 5.4(a). Upon the execution of this Agreement, the Company agrees, and the Special Committee will direct, that it the Company and its Subsidiaries and its and their Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties Persons conducted heretofore with respect to any Acquisition Proposal and use reasonable best efforts to request the prompt return or destruction of all copies of confidential information previously furnished to any such Person, subject to the terms of the foregoing confidentiality agreements entered into by such Persons, on the one hand, and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify Company, on the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementhand.

Acquisition Proposals. Prior to (a) Until this Agreement has been terminated in accordance with Section 8.1, each of DMGI and the Effective Time, RELP and AIP each agree (i) Orchard agrees that neither of them nor any of their Subsidiaries shallit will not, and each of them shall direct and use its best efforts to will cause its respective controlled Affiliates and its and their officers, General Partnerdirectors, limited partners, Trust Managers, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, any (i) (A) initiate, solicit, encourage or knowingly facilitate inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) proposals with respect to a mergerto, acquisition, tender offer, exchange offer, consolidation (B) engage or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage participate in any negotiations concerning, or (C) provide any confidential or nonpublic information or data toto or (D) have, or have engage or participate in, any discussions with, with any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if any such inquiries or proposals are received byto, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained Acquisition Proposal (as defined in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP clause (the "Board of Directors"d) or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereofbelow), (ii) release or permit the release of any person from, or waive or permit the waiver of any provisions of, or otherwise fail to exercise its rights under, any confidentiality, standstill or similar agreement to which such party is a party or under which such party has any rights with respect to the sale or transfer of the voting securities or any material portion of the assets of such party, (iii) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to the other party the recommendation by such party’s Board of Directors of this Agreement to its stockholders or take any action or make any statement in connection with such party’s meeting of stockholders inconsistent with such recommendation, including any action to approve, recommend or endorse, or to propose to approve, recommend or endorse, any Acquisition Proposal (collectively, a “Change in Recommendation”) or (iv) enter into any agreement, letter of intent, agreement-in-principle, acquisition agreement with respect or other instrument contemplating or otherwise relating to an any Acquisition Proposal during or requiring such party to abandon, terminate or fail to consummate any of the term of this Agreement (it being agreed that during transactions contemplated hereby, including the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this AgreementMerger.

Acquisition Proposals. Prior to Until the Effective Time, RELP and AIP each agree earlier of (i) that neither the consummation of them nor the Merger and (ii) 180 days after the termination of the Transaction Agreement in case of termination pursuant to Section 8.01(c)(ii) or 8.01(d)(ii) thereof, or on the date of termination in the case of termination for any of their Subsidiaries shallother reason, and each of them the Shareholder shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encouragenot, directly or indirectly, through any inquiries representative, agent or otherwise, solicit, initiate or encourage the making or implementation submission of any proposal or offer (including, without limitation, from any proposal person or offer entity relating to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation any acquisition or similar transaction involving, or any purchase of all or (other than in the ordinary course of business) any significant portion of the assets of, or any equity securities (or any debt securities convertible into equity securities) ofinterest in, such party the Company or any of its Subsidiariessubsidiaries or any recapitalization, other than business combination or similar transaction with the transactions contemplated by this Agreement Company or any of its subsidiaries (any such proposal or offer communication with respect to the foregoing being hereinafter referred to as an "Acquisition Proposal") or engage participate in any negotiations concerningregarding, or provide furnish to any confidential other person or entity any information or data with respect to, or have otherwise cooperate in any discussions way with, any person relating to an Acquisition Proposalor assist or participate in, facilitate or otherwise facilitate encourage, any effort or attempt by any other person to make do or implement an Acquisition Proposal; (ii) that it seek any of the foregoing. The Shareholder will immediately cease and cause to be terminated any all existing activities, 6 6 discussions or and negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. From and after the execution of this Agreement, the Shareholder shall immediately advise Purchasers in writing of the foregoing and each will take receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to an Acquisition Proposal that the necessary steps to inform the individuals or entities referred to above Shareholder receives in his capacity as a shareholder of the obligations undertaken in this Section 7.1; Company (including the specific terms thereof and (iii) that it will notify the identity of the other party immediately if or parties involved) and furnish to Purchasers within 48 hours of such receipt an accurate description of all material terms (including any changes or adjustments to such inquiries or proposals are received by, any such information is requested from, or any such terms as a result of negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the termsotherwise) of any such discussions or negotiations; and (y) written proposal in addition to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard any information provided to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any third party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementrelating thereto.

Acquisition Proposals. Prior to 6.10.1. From and after the Effective Timedate hereof until the termination of this Agreement, RELP and AIP each agree (i) that neither of them Boardwalk Bancorp, nor any of their Subsidiaries Boardwalk Bancorp Subsidiary, shall, and each of them shall Boardwalk Bancorp will direct and use its best efforts to cause its their respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agentsrepresentatives, agents or affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it Boardwalk Bancorp or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance) any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal Acquisition Proposal (as defined below) or offer (ii) enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to its shareholders) with respect obtain an Acquisition Proposal or agree to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involvingendorse any Acquisition Proposal, or authorize or permit any purchase of all its officers, directors, or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party employees or any of its SubsidiariesSubsidiaries or any investment banker, financial advisor, attorney, accountant or other than the transactions contemplated representative retained by this Agreement (any of its Subsidiaries to take any such proposal or offer being hereinafter referred to action, and Boardwalk Bancorp shall notify Cape Savings orally (within one business day) and in writing (as an "Acquisition Proposal"promptly as practicable) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person of all of the relevant details relating to an Acquisition Proposalall inquiries and proposals which it or any of its Subsidiaries or any such officer, director, employee, investment banker, financial advisor, attorney, accountant or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect other representative may receive relating to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if any such inquiries or proposals are received bymatters, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 6.10 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers Boardwalk Bancorp from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.,

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (i) Each Stockholder agrees that neither it will promptly (and in any event, within 24 hours) notify, or cause another Stockholder or a Person acting on behalf of them nor all of the Stockholders to notify, Parent and Purchaser immediately following any Stockholder’s learning of their Subsidiaries shallsuch if any inquiries, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney proposals or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) offers with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if any such inquiries or proposals Proposal are received by, any such information is requested from, or any such negotiations discussions or discussions negotiation are sought to be initiated or continued with, it; providedit or any of its Representatives indicating, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement connection with such person notice, the name of such Person and the material terms and conditions of any proposals or entity offers (which such party determined in good faith was required to be executed in order for the Board including copies of Directors any written requests, proposals or Board of Trust Managersoffers, as applicableincluding proposed agreements) and thereafter shall keep Parent and Purchaser informed, to comply with its fiduciary duties to limited partners or shareholderson a current basis, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status and terms of such proposals or offers (but not including any amendments thereto and, in no event later than 24 hours after receipt, copies of any additional or revised written requests, proposals or offers, including proposed agreements) and the terms) status of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (Each Stockholder agrees that it being agreed that during the term of this Agreement, no party shall will not enter into any agreement with any person Person subsequent to the date hereof that provides forprohibits it from providing any information to Parent or Purchaser in accordance with this Section 6(a). Without limiting the generality of the foregoing or Section 6(b), or each Stockholder shall notify Parent and Purchaser in advance of beginning to provide information to any way facilitates, Person relating to an Acquisition Proposal (other than or beginning discussions or negotiations with any person regarding an Acquisition Proposal. Any violations of the restrictions set forth above by any Representative of a confidentiality agreement in customary form)), or (iiiStockholder shall be deemed to be a breach of this Section 6(a) affect any other obligation of any party under this Agreementby such Stockholder.

Acquisition Proposals. Prior Without limitation on any of such party's other obligations under this Agreement (including under Article IV hereof), and except with respect to the Effective Timea transaction specifically permitted under Section 4.1(e) or (f), RELP each of Xxxx-XxXxx and AIP each agree (i) Oryx agrees that neither of them it nor any of its Subsidiaries nor any of its or their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agentsdirectors, affiliates and agents or representatives (including, without limitation, including any investment banker, attorney or accountant retained by it or any of its Subsidiaries)) will, as applicable, not todirectly or indirectly, initiate, solicit or encourage, directly or indirectly, knowingly facilitate (including by way of furnishing information) any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisitionreorganization, tender offershare exchange, exchange offerconsolidation, consolidation business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party involving it or any of its Subsidiaries, other than or any purchase or sale of the transactions contemplated by this Agreement assets (including stock of Subsidiaries) of it or any of its Subsidiaries, taken as a whole, having an aggregate value equal to 10% or more of the consolidated asset value of such party, or any purchase or sale of, or tender or exchange offer for, 10% or more of the equity securities of such party (any such proposal or offer (other than a proposal or offer made by the other party or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"). Each of Xxxx-XxXxx and Oryx further agrees that neither it nor any of its Subsidiaries nor any of their officers, employees, directors, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) will, directly or engage in indirectly, have any negotiations concerning, discussion with or provide any confidential information or data to, or have to any discussions with, any person Person relating to an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; (ii) that it will immediately cease . Notwithstanding anything herein to the contrary, each of Xxxx-XxXxx and cause to be terminated any existing activities, discussions Oryx or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the its respective Board of Directors of the General Partner of RELP (the "Board of Directors"shall be permitted, subject to Sections 7.1(f) or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, 7.2: (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) to the extent required by its fiduciary duties, to approve or recommend or resolve to approve or recommend an Acquisition Proposal or otherwise make an Adverse Change in the Xxxx-XxXxx Recommendation or an Adverse Change in the Oryx Recommendation, as the case may be; and (C) engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that (i) the approval of its stockholders referred to in Section 3.1(g) or 3.2(g), as the case may be, shall not have been obtained, (ii) its Board of Directors determines that such Acquisition Proposal is a Superior Proposal (as defined in Section 8.11), and (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors receives from such Person an executed confidentiality agreement containing confidentiality terms at least as favorable to it as those contained in the relevant Confidentiality Agreement. Each of Xxxx-XxXxx and Oryx agrees that it will notify the other party promptly of any inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, it or any of its representatives with respect to, or which could reasonably be expected to lead to, an Acquisition Proposal indicating, in connection with such notice, the name of such Person and the material terms, conditions and other aspects of any such inquiries, proposals, offers, requests, discussions or negotiations, including promptly forwarding copies of any written Acquisition Proposals, and promptly keep the other party informed of the status and terms of any such proposals or offers and the status and terms of any such discussions or negotiations. Each of Xxxx-XxXxx and Oryx agrees that it will, and will cause its officers, employees, directors, agents and representatives to, immediately cease any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. Nothing in this Section 7.1 5.4 shall (i) permit any party Xxxx-XxXxx or Oryx to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party Xxxx-XxXxx or Oryx under this Agreement. No action taken in respect of a Superior Proposal which is specifically permitted pursuant to this Section 5.4, including without limitation any change in recommendation of the Board of Directors of either Xxxx-XxXxx or Oryx and the public announcement thereof, will constitute a breach of any other provision hereof.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (i) The Company agrees that neither of them it nor any of its Subsidiaries nor any of its or their Subsidiaries respective officers and directors shall, and each of them that the Company shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, and its Subsidiaries' employees, agents, affiliates agents and representatives (including, without limitation, including any investment banker, attorney or accountant retained by it or any of its Subsidiaries)) (such officers, directors, employees, agents and representatives sometimes collectively referred to herein as applicable, "REPRESENTATIVES") not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making or implementation of any proposal or offer (including, without limitation, or entering into any proposal or offer to its shareholders) agreement with respect to a merger, acquisitionreorganization, tender offer, exchange offershare exchange, consolidation or similar transaction involving, or any purchase of all 20% or any significant portion more of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"). The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective officers and directors shall, and that the Company shall direct and cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to to, an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an 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) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement ("THIRD PARTY CONFIDENTIALITY AGREEMENT") on terms no less favorable to the Company than its agreement with Parent; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, prior to taking any such action (i) in each such case referred to in clause (B), (C) or (D) above, the Board of Directors of the Company determines in good faith based on the advice of its outside legal counsel experienced in such matters that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law and (ii) in each case referred to in clause (C) or (D) above, the Board of Directors of the Company determines in good faith that it such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction superior to the transaction contemplated by this Agreement, taking into account, among other things, the long-term prospects and interests of the Company and its stockholders (any such superior Acquisition Proposal being referred to in this Agreement as a "SUPERIOR PROPOSAL"). The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to above its Representatives of the obligations undertaken in this Section 7.1; and (iii) that it 6.2. The Company will notify the other party Parent immediately (but, in any event, no less than 24 hours thereafter) if any such inquiries Acquisition Proposal or proposals are inquiry related thereto is received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board Company or any of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard Representatives relating to an Acquisition Proposal, indicating the name of such Person and the material terms and conditions of any Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed The Company also will promptly request each Person that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than has heretofore executed a confidentiality agreement in customary form)), connection with its consideration of an Acquisition Proposal to return all confidential information heretofore furnished to such Person by or (iii) affect on behalf of it or any other obligation of any party under this Agreementits Subsidiaries.

Acquisition Proposals. Prior to (a) Unless and until this Merger Agreement shall have been terminated in accordance with its terms, the Effective Time, RELP Company agrees and AIP each agree covenants that (i) that neither of them it nor any of their Subsidiaries Company subsidiary shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partnertrustees, limited partners, Trust Managersdirectors, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, the Company subsidiaries) not to, directly or indirectly, initiate, solicit or encourage, directly or indirectly, knowingly encourage any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase purchase, sale, lease, issuance or other disposition (except as permitted under Section 9.1 hereof) of all (A) 10% or any significant portion more of the assets or assets; (B) any equity securities (or any debt options, rights or warrants to purchase, or securities convertible into into, such securities) representing 10% or more of the voting power; (C) partnership interests; or (D) any transaction in which any person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, of 10% or more of the equity securities) of, such party of the Company or any of its Subsidiariesthe Company subsidiary, other than the transactions contemplated by this Merger Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it the Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.110.6; and (iii) that it the Company will notify the other party Purchaser immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of Company and such notification will include the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement specific details with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreementany such inquiries, no party shall enter into any agreement with any person that provides forproposals, requests, negotiations or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementdiscussions.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (ia) that neither of them nor any of their Subsidiaries The Company shall, and each of them shall direct cause the Company Subsidiaries and the Company’s and the Company Subsidiaries’ respective Representatives to, immediately cease and terminate any discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, and use its best commercially reasonable efforts to obtain the return from all such Persons or cause its the destruction of all copies of confidential information previously provided to such parties by the Company, the Company Subsidiaries or their respective officersRepresentatives. The Company shall not, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, nor shall it authorize or knowingly permit any investment banker, attorney or accountant retained by it Company Subsidiary or any of its Subsidiaries), as applicable, not or their respective Representatives to, initiate, solicit or encourage, directly or indirectly, any inquiries except as expressly provided in this Section 6.4, (i) solicit, initiate, induce, encourage or knowingly facilitate (including by way of furnishing information) the making or implementation of any proposal Acquisition Proposal or any inquiry, proposal, request for information or offer that would reasonably be expected to lead to an Acquisition Proposal (includingan “Acquisition Inquiry”), without limitation(ii) other than with Gannett, Merger Sub or their respective Representatives, enter into, continue, have or otherwise participate in any proposal discussions or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involvingnegotiations regarding, or furnish to any purchase of all or Person any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage non-public information in any negotiations concerning, or provide any confidential information or data to, or have any discussions connection with, any person relating to an Acquisition ProposalProposal or any Acquisition Inquiry, (iii) approve, accept, endorse or otherwise recommend any Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; Proposal or Acquisition Inquiry, or (iiiv) that it will immediately cease and cause to be terminated enter into any existing activities, discussions or negotiations with any parties conducted heretofore Contract with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken actions described in this Section 7.1; and clauses (i) through (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in of this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel6.4(a), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to the Effective Time, RELP Sobieski and AIP each Seller agree (i) that neither of them nor any of their Subsidiaries shallthey shall not, and each of them they shall direct and use its best efforts to cause its respective their officers, General Partner, limited partners, Trust Managers, employeesdirectors, agents, advisors and affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, any encourage inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) proposals with respect to a mergerto, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to, any tender or exchange offer, proposal for a merger, consolidation, sale of assets and assumption of liabilities, or other business combination involving Sobieski or Seller or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or deposits of, Sobieski or Seller other than the transactions contemplated by this Agreement (any of the foregoing, an "Acquisition Proposal"); provided however, that if Sobieski is not otherwise in violation of this Section 7.07, Sobieski's Board of Directors may provide information to, and may engage in such negotiations or discussions with, a person with respect to an Acquisition Proposal, directly or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activitiesthrough representatives, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Sobieski's Board of Directors") or , after consulting with and considering the Board advice of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, its financial advisor and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicableits outside counsel, determines in good faith that its failure to provide information or to engage in any such action is required for it negotiations or discussions would constitute a failure to comply with its discharge properly the fiduciary duties to limited partners or shareholders, as applicable, imposed of such directors in accordance with Delaware law. Sobieski shall promptly (within 24 hours) advise Buyer following the receipt by law as advised by counsel, it of any Acquisition Proposal and the substance thereof (B) prior to furnishing including the identity of the person making such information to, or entering into discussions or negotiations with, Acquisition Proposal and a copy of such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entityAcquisition Proposal), and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for advise the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) Buyer of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement developments with respect to an such Acquisition Proposal during immediately upon the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementoccurrence thereof.

Acquisition Proposals. Prior Unless and until this Agreement has been terminated pursuant to the Effective TimeSection 7.1 or Section 7.2, RELP and AIP each agree Dynamotion will not directly, or indirectly through any officer, director, agent, employee, or representative, (ia) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not toencourage, initiate, solicit or encouragesolicit, directly on or indirectlyafter the date hereof, any inquiries or the making submission of any proposals or implementation offers from any person relating to any merger, consolidation, sale of all or substantially all of its assets, or similar business transaction involving Dynamotion (each, an "Acquisition Transaction"); (b) participate in any negotiations regarding, furnish to any other person any information with respect to, or otherwise assist or participate in, any attempt by any third party to propose or offer any Acquisition Transaction; (c) enter into or execute any agreement relating to an Acquisition Transaction; or (d) make or authorize any public statement, recommendation, or solicitation in support of any Acquisition Transaction or any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition ProposalTransaction, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore in each case other than with respect to any of the foregoing and each will take Merger. Notwithstanding the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if any such inquiries or proposals are received byforegoing, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained herein will prohibit Dynamotion from taking the actions described above in this Section 7.1 shall prohibit connection with an unsolicited third-party proposal or offer of an Acquisition Transaction if and to the extent that (i) the Board of Directors of Dynamotion determines in good faith, upon advice of legal counsel, that such action is required for the General Partner directors of RELP Dynamotion to fulfill their fiduciary duties and obligations under New York law and (the "Board of Directors"ii) or the Board of Trust Managers from (x) 19 before furnishing such information to or entering into discussions or negotiations withwith such third party, any person Dynamotion provides prompt written notice to ESI of such proposal or entity that makes an unsolicited bona fide Acquisition Proposaloffer and, if, and only to the extent that, (A) not inconsistent with the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholdersof Dynamotion's officers and directors, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.provides

Acquisition Proposals. Prior to the Effective Time, RELP STH and AIP HHTI each agree (ia) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") Proposal or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.18.1; and (iiic) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 8.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers such party from (xi) 19 prior to the adoption of this Agreement by the stockholders of such party, furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, such party determines in good faith that such action is required appropriate for it such body to comply with its fiduciary duties determine whether the Acquisition Proposal constitutes or could lead to limited partners a Superior Proposal, or shareholders, as applicable, imposed by law as advised by counselthe Board of Directors of such party determines in good faith that such action is appropriate because the Acquisition Proposal constitutes a Superior Proposal, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel)entity, such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (yii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 8.1 shall (ix) permit any party to terminate this Agreement (except as specifically provided in Article IX 10 hereof), (iiy) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iiiz) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (ia) The Company agrees that neither of them nor any of their Subsidiaries shallit shall not, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employeesdirectors, agents, affiliates advisors and representatives (includingAffiliates not to, without limitationsolicit or encourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any investment bankerperson relating to, attorney any tender or accountant retained by it exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any of its Subsidiaries), as applicable, not to, initiate, solicit Subsidiaries or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to acquire in any manner a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involvingsubstantial equity interest in, or any purchase of all or any significant a substantial portion of the assets or any equity securities (or any debt securities convertible into equity securities) operations of, such party the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as of the foregoing, an "Acquisition Proposal"); provided that, if the Company is not otherwise in violation of this Section 6.06, the Company's Board of Directors may provide (or authorize the provision of) or information to, and may engage in any (or authorize) such negotiations concerning, or provide any confidential information or data to, or have any discussions with, any a person, directly or through representatives, if (a) such Board of Directors, after having consulted with and considered the advice of outside counsel to such Board, has determined in good faith that providing such information or engaging in such negotiations or discussions is required in order to discharge properly the directors' fiduciary duties in accordance with the GCL and (b) the Company has received from such person relating a confidentiality agreement in customary form. The Company also agrees immediately to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror, with respect to any of the foregoing foregoing. The Company shall promptly (within 24 hours) advise the Acquiror following the receipt by it of any Acquisition Proposal and each will take the necessary steps to inform substance thereof (including the individuals or entities referred to above identity of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if any person making 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if), and only to advise the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) Acquiror of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement developments with respect to an such Acquisition Proposal during promptly upon the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementoccurrence thereof.

Acquisition Proposals. Prior to (a) None of the Effective Time, RELP and AIP each agree (i) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it Company or any of its SubsidiariesSubsidiaries shall (whether directly or indirectly through Affiliates, directors, officers, representatives or other intermediaries), as applicable, not to, initiate, solicit or encourage, nor shall (directly or indirectly, any inquiries ) the Company authorize or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or permit any of its Subsidiariesor their officers, directors, representatives or other intermediaries or Subsidiaries to, (i) solicit, initiate or take any action to facilitate or encourage the submission of inquiries, proposals or offers from any Person (other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"Parent) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an any Acquisition Proposal, or otherwise facilitate agree to or endorse any effort or attempt to make or implement an Acquisition Proposal; (ii) that enter into any agreement to (x) facilitate or consummate, any Acquisition Proposal, (y) approve or endorse any Acquisition Proposal or (z) in connection with any Acquisition Proposal, require it will to abandon, terminate or fail to consummate the Merger; (iii) enter into or participate in any discussions or negotiations in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal, or furnish to any Person any information with respect to its business, properties or assets in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal; or (iv) agree to resolve or take any of the actions prohibited by clause (i), (ii) or (iii) of this sentence. The Company shall immediately cease cease, and cause its representatives and other intermediaries to be terminated immediately cease, any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take shall demand the necessary steps to inform the individuals return or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) destruction of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically information previously provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during such activities, discussion, or negotiations. For purposes of this Section 7.5, the term “Person” means any person, corporation, entity or “group,” as defined in Section 13(d) of this Agreement (it being agreed that during the term of this AgreementExchange Act, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), Parent or (iii) affect any other obligation Subsidiaries of any party under this AgreementParent.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (ia) that neither of them nor any of their Subsidiaries shallThe Company shall not, and shall cause each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, and its and any such Subsidiaries' respective Representatives not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information or assistance) any inquiries or expressions of interest or the making or implementation of any proposal or offer that constitutes, or could reasonably be expected to lead to (including, without limitation, any x) a proposal or offer to its shareholders) with respect to a merger, acquisitionreorganization, tender offershare exchange, exchange offerrecapitalization, liquidation, dissolution, consolidation or similar transaction involving, or any purchase or series of all related purchases directly or any significant portion indirectly (including, by way of lease, exchange, sale, mortgage, pledge, tender offer, exchange offer or otherwise, as may be applicable), of 5% or more of the assets (based on fair market value) or any equity securities interests (in economic or any debt securities convertible into equity securitiesvoting power) ofin, such party the Company or any of its Subsidiaries, other than the transactions contemplated by (y) a breach of this Agreement or the Stockholders Agreement or any interference with the completion of the Merger or (z) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing (any such proposal of the foregoing inquiries, expressions of interest, proposals, or offer offers being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate the making of, or any effort or attempt to make or implement implement, an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if agree to or recommend to its stockholders 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, itAcquisition Proposal; provided, however, that nothing contained in this Section 7.1 5.3 shall prohibit prevent the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers Company from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counseli), such party keeps based on the other party to this Agreement informed advice of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicableoutside legal counsel, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing Proposal or providing any other legally required disclosure to the stockholders of the Company (provided that, except as otherwise permitted in this Section 7.1 shall (i) permit any party 5.3, the Company does not withdraw or modify, or propose to terminate this Agreement (except as specifically provided in Article IX hereofwithdraw or modify, its position with respect to the Merger or approve or recommend, or propose to approve or recommend, an Acquisition Proposal), (ii) permit prior to receipt of the Required Company Vote, and subject to compliance by the Company with the immediately following sentence, providing information to, or engaging in any party to enter into negotiations or discussions with, any agreement with respect to Person who has made an unsolicited bona fide written Acquisition Proposal during if, and only to the term extent that (A) the Board of this Agreement Directors of the Company determines, in good faith after consultation with, and based upon the advice of, outside legal counsel, that providing such information and engaging in such discussions or negotiations is required to comply with its fiduciary duties to the Company's stockholders under Applicable Law, (B) such Acquisition Proposal is not subject to any financing contingencies, (C) the Board of Directors determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and believes in good faith, after consultation with the Company Financial Advisor, would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such more favorable Acquisition Proposal, a "Superior Proposal") and (D) prior to taking such action and furnishing any information to any such party, the Company (x) provides reasonable notice to the Parent to the effect that it being agreed that during is taking such action, (y) provides such information to the term of this AgreementParent (if and to the extent it has not already done so), no party and (z) shall enter have entered into any a confidentiality/standstill agreement with any person that provides foron customary terms as advised by outside legal counsel, or and in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement event containing terms at least as stringent as those contained in customary form))the Confidentiality Agreement, or (iii) affect prior to receipt of the Required Company Vote, recommending such a Superior Proposal to the holders of Company Common Stock and withdrawing the prior recommendation of this Agreement, if and only to the extent that, in each case referred to in clause (ii) or (iii) above, the Board of Directors of the Company determines, in good faith after consultation with, and based upon the advice of, outside legal counsel, that taking such action is required to comply with its fiduciary duties to the Company's stockholders under Applicable Law; provided, however, the Board of Directors of the Company may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) an Acquisition Proposal unless such an Acquisition Proposal is a Superior Proposal (and the Company shall have first terminated this Agreement in accordance with, and complied with its obligations set forth in, Section 7.1(g) and the time period referred to in Section 7.1(g) has expired). Prior to providing any other obligation information to or entering into discussions or negotiations with any Person in connection with an Acquisition Proposal by such Person, the Company shall notify the Parent immediately (orally and in writing) if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any party under proposals or offers and thereafter shall keep the Parent reasonably and promptly informed on the status and terms of any such proposals or offers and provide the Parent with a copy of any written Acquisition Proposal and all amendments and supplements thereto and the status of any such discussions or negotiations. The Company shall, and shall cause each of its Subsidiaries and each of the Company's and such Subsidiaries' Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this AgreementAgreement with any parties other than the Parent and the Merger Sub with respect to any of the foregoing. The Company agrees that it will immediately take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.3(a) of the obligations undertaken in this Section 5.3(a).

Acquisition Proposals. Prior to the Effective Time(a) The Company shall not, RELP and AIP each agree shall instruct its Representatives not to: (i) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney directly or accountant retained by it or any of its Subsidiaries), as applicable, not to, indirectly initiate, solicit solicit, or encourageknowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, directly proposals or indirectlyoffers, any inquiries or the making or implementation of any submission or announcement of any inquiry, proposal or offer (including, without limitation, that constitutes or would reasonably be expected to lead to any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated directly or indirectly engage in, enter into or participate in any existing activities, discussions or negotiations with any parties conducted heretofore Person with respect to any of the foregoing and each will take the necessary steps to inform the individuals Acquisition Proposal or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify provide any non-public information to, or afford access to the other party immediately if any such inquiries business, properties, assets, books or proposals are received byrecords of the Company to, any such information is requested fromPerson (other than Parent, Purchaser, or any such negotiations designees of Parent or discussions are sought to be initiated or continued withPurchaser) in connection with any Acquisition Proposal. The Company shall, it; providedand shall cause its directors and officers to, howeverand shall direct its other Representatives to, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions immediately cease any solicitation, discussions, or negotiations withwith any Person (other than Parent, Purchaser, or any person designees of Parent or entity that makes an unsolicited bona fide Purchaser) with respect to any Acquisition Proposal, if(y) request the return or destruction of all confidential information provided by or on behalf of the Company to any such Person and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Notwithstanding the foregoing, the Company and only its Representatives may, solely in response to the extent thatan inquiry or proposal that did not result from a material breach of this Section 6.3(a), (A) seek to clarify and understand the Board terms and conditions of Directors any inquiry or Board of Trust Managers, as applicable, determines in good faith that proposal made by any Person solely to determine whether such action is required for it to comply with its fiduciary duties to limited partners inquiry or shareholders, as applicable, imposed by law as advised by counsel, proposal constitutes an Acquisition Proposal and (B) prior to furnishing such information toinform a Person that has made or, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed Knowledge of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicableCompany, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to is considering making an Acquisition Proposal during of the term provisions of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this AgreementSection 6.3.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (i) The Company agrees that neither of them the Company nor any of their Subsidiaries its subsidiaries nor any of the respective officers and directors of the Company or its subsidiaries shall, and each of them the Company shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it the Company or any of its Subsidiaries), as applicable, subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit, encourage or otherwise facilitate (including by providing any confidential information or data to or having any negotiations or discussions with any person (other than Parent or its affiliates) making or inquiring with respect to making an Acquisition Proposal), any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersshareholders of the Company) with respect to a merger, acquisitionreorganization, tender offer, exchange offershare exchange, consolidation or similar transaction involvinginvolving the Company, or any purchase of all or any significant portion more than 15% (on a fair market value basis) of the assets of the Company and its subsidiaries on a consolidated basis (including any such purchase of assets effected indirectly through the purchase of such subsidiaries), or any purchase of, or tender offer for, more than 15% of any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") ), except that the Company shall have the right, if, and only to the extent that, the Company's Board of Directors concludes in good faith after consultation with outside legal counsel that such actions are required to comply with the fiduciary duties of the Company's Board of Directors under applicable law in response to a bona fide, written Acquisition Proposal not solicited on or after the date hereof, to engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it . The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each foregoing. The Company will take the necessary steps to promptly inform the individuals or entities referred to above in the first sentence hereof of the obligations undertaken in this Section 7.1; and (iii) that it 7.2. The Company will notify Parent promptly, and in any event within one business day, if any of the other party immediately if Company's officers or directors become aware that 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, it; provided, however, that nothing Nothing contained in this Section 7.1 Agreement shall prohibit the Company from taking and disclosing to its shareholders a position required by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply Company after consultation with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by outside counsel, (B) prior failure to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to do so would be executed in order for the Board a violation of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated obligations under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementapplicable law.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (i) The Company agrees that neither of them it nor any of its Subsidiaries nor any of its or their Subsidiaries respective officers and directors shall, and each of them that the Company shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, and its Subsidiaries' employees, agents, affiliates agents and representatives (including, without limitation, including any investment banker, attorney or accountant retained by it or any of its Subsidiaries)) (such officers, directors, employees, agents and representatives sometimes collectively referred to herein as applicable, "Representatives") not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making or implementation of any proposal or offer (including, without limitation, or entering into any proposal or offer to its shareholders) agreement with respect to a merger, acquisitionreorganization, tender offer, exchange offershare exchange, consolidation or similar transaction involving, or any purchase of all 15% or any significant portion more of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective officers and directors shall, and that the Company shall direct and cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to to, an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an 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) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement ("Third Party Confidentiality Agreement") on terms equivalent to those contained in the Confidentiality Agreement (as defined in Section 9.7); (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, prior to taking any such action (i) in each such case referred to in clause (B), (C) or (D) above, the Board of Directors of the Company determines in good faith after receipt of an opinion from its outside legal counsel experienced in such matters that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law and (ii) in each case referred to in clause (C) or (D) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that it such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction superior to the transaction contemplated by this Agreement, taking into account, among other things, the long-term prospects and interests of the Company and its stockholders (any such superior Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to above its Representatives of the obligations undertaken in this Section 7.1; 6.2 and (iii) that it in the Confidentiality Agreement. The Company will notify the other party Parent immediately (but, in any event, no less than 48 hours thereafter) if any such inquiries Acquisition Proposal or proposals are inquiry related thereto is received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board Company or any of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard Representatives relating to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit , indicating the name of such Person and the material terms and conditions of any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during and thereafter shall keep Parent informed, on a current basis, of the term status and terms of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an such Acquisition Proposal (other than and the status of any such negotiations or discussions. The Company also will promptly request each Person that has heretofore executed a confidentiality agreement in customary form)), connection with its consideration of an Acquisition Proposal to return all confidential information heretofore furnished to such Person by or (iii) affect on behalf of it or any other obligation of any party under this Agreementits Subsidiaries.

Acquisition Proposals. Prior to Except in connection with the Effective Timetransactions contemplated hereby, RELP unless and AIP each agree (i) that neither of them nor until this Agreement shall have been terminated in accordance with its terms for any of their Subsidiaries shallreason, NCE and each Principal Stockholder shall not and NCE shall communicate to all directors, officers and key employees of them shall direct NCE that they are not authorized to and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encouragemust not, directly or indirectly, (a) take any inquiries action to solicit, initiate submission of or the making or implementation of encourage any proposal or offer (including, without limitation, from any proposal person relating to any acquisition or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant (other than in the ordinary course of business) a portion of the assets of, or any equity securities (interest in, NCE, any merger or business combination with NCE, or any debt securities convertible into equity securities) public or private offering of shares of the capital stock of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement financing or joint venture involving NCE (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), (b) or engage participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations regarding an Acquisition Proposal with any parties conducted heretofore Person other than AMRI and its affiliates and representatives, (c) furnish any information with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only afford access to the extent thatproperties, (A) the Board books or records of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject NCE to any confidentiality agreement with such person Person that may consider making or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to has made an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement offer with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides forother than AMRI and its affiliates and representatives, or (d) otherwise cooperate in any way facilitateswith, or assist or participate in, facilitate or encourage, any effort or attempt by any Person other than AMRI and its affiliates and representatives to do or seek any of the foregoing. NCE and each of the Principal Stockholders shall promptly notify AMRI upon receipt of any offer or indication that any Person is considering making an offer with respect to an Acquisition Proposal (other than a confidentiality agreement in customary form))or any request for information relative to NCE, or (iii) affect shall promptly reject any other obligation such offer, and shall keep AMRI fully informed of the status and details of any party under this Agreementsuch offer, indication or request.

Acquisition Proposals. Prior to Without the Effective Timeprior written consent of the --------------------- other, RELP and AIP each agree (i) that neither of them Meridian nor any of their Subsidiaries CoreStates shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, subsidiaries not to, initiateand each of them shall direct its officers, directors and employees and bankers, financial advisors, attorneys, accountants and other representatives ("Representatives") not to, solicit or encourage, directly or indirectly, any encourage inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) proposals with respect to a mergerto, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person (other than the other party hereto) relating to an Acquisition a Takeover Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during or take any action to endorse or recommend a Takeover Proposal. As used herein, the term "Takeover Proposal" shall mean any proposal for a merger, consolidation or other business combination involving such party or such subsidiary or any of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal its significant subsidiaries (other than a confidentiality agreement merger, consolidation or other business combination in customary form)which such party is the surviving corporation), or any tender or exchange offer or other plan, proposal or offer by any person (iiiother than the other party hereto) affect to acquire in any other obligation manner 10% or more of the shares of any class of voting securities of, or 20% or more of the assets of, such party under or any of its significant subsidiaries, other than pursuant to the transactions contemplated by this AgreementPlan. Each of CoreStates and Meridian shall advise the other orally (within one business day) and in writing (as promptly as practicable), in reasonable detail, of any such inquiry or proposal which it or any of its subsidiaries or any Representative may receive and if such inquiry or proposal is in writing, then CoreStates or Meridian, as the case may be, shall deliver to the other a copy of such inquiry or proposal as promptly as practicable after the receipt thereof.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (ia) that neither of them nor any of their Subsidiaries shallThe Company shall not, and shall cause each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, and its and any such Subsidiaries' respective Representatives not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information or assistance) any inquiries or expressions of interest or the making or implementation of any proposal or offer that constitutes, or could reasonably be expected to lead to (including, without limitation, any x) a proposal or offer to its shareholders) with respect to a merger, acquisitionreorganization, tender offershare exchange, exchange offerrecapitalization, liquidation, dissolution, consolidation or similar transaction involving, or any purchase or series of all related purchases directly or any significant portion indirectly (including, by way of lease, exchange, sale, mortgage, pledge, tender offer, exchange offer or otherwise, as may be applicable), of 5% or more of the assets (based on fair market value) or any equity securities interests (in economic or any debt securities convertible into equity securitiesvoting power) ofin, such party the Company or any of its Subsidiaries, other than the transactions contemplated by (y) a breach of this Agreement or the Stockholders Agreement or any interference with the completion of the Merger or (z) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing (any such proposal of the foregoing inquiries, expressions of interest, proposals, or offer offers being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate the making of, or any effort or attempt to make or implement implement, an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if agree to or recommend to its stockholders 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, itAcquisition Proposal; provided, however, that nothing contained in this Section 7.1 5.3 shall prohibit prevent the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers Company from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counseli), such party keeps based on the other party to this Agreement informed advice of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicableoutside legal counsel, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing Proposal or providing any other legally required disclosure to the stockholders of the Company (provided that, except as otherwise permitted in this Section 7.1 shall (i) permit any party 5.3, the Company does not withdraw or modify, or propose to terminate this Agreement (except as specifically provided in Article IX hereofwithdraw or modify, its position with respect to the Merger or approve or recommend, or propose to approve or recommend, an Acquisition Proposal), (ii) permit prior to receipt of the Required Company Vote, and subject to compliance by the Company with the immediately following sentence, providing information to, or engaging in any party to enter into negotiations or discussions with, any agreement with respect to Person who has made an unsolicited bona fide written Acquisition Proposal during if, and only to the term extent that (A) the Board of this Agreement Directors of the Company determines, in good faith after consultation with, and based upon the advice of, outside legal counsel, that providing such information and engaging in such discussions or negotiations is required to comply with its fiduciary duties to the Company's stockholders under Applicable Law, (B) such Acquisition Proposal is not subject to any financing contingencies, (C) the Board of Directors determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and believes in good faith, after consultation with the Company Financial Advisor, would, if 48 51 consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such more favorable Acquisition Proposal, a "Superior Proposal") and (D) prior to taking such action and furnishing any information to any such party, the Company (x) provides reasonable notice to the Parent to the effect that it being agreed that during is taking such action, (y) provides such information to the term of this AgreementParent (if and to the extent it has not already done so), no party and (z) shall enter have entered into any a confidentiality/standstill agreement with any person that provides foron customary terms as advised by outside legal counsel, or and in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement event containing terms at least as stringent as those contained in customary form))the Confidentiality Agreement, or (iii) affect prior to receipt of the Required Company Vote, recommending such a Superior Proposal to the holders of Company Common Stock and withdrawing the prior recommendation of this Agreement, if and only to the extent that, in each case referred to in clause (ii) or (iii) above, the Board of Directors of the Company determines, in good faith after consultation with, and based upon the advice of, outside legal counsel, that taking such action is required to comply with its fiduciary duties to the Company's stockholders under Applicable Law; provided, however, the Board of Directors of the Company may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) an Acquisition Proposal unless such an Acquisition Proposal is a Superior Proposal (and the Company shall have first terminated this Agreement in accordance with, and complied with its obligations set forth in, Section 7.1(g) and the time period referred to in Section 7.1(g) has expired). Prior to providing any other obligation information to or entering into discussions or negotiations with any Person in connection with an Acquisition Proposal by such Person, the Company shall notify the Parent immediately (orally and in writing) if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any party under proposals or offers and thereafter shall keep the Parent reasonably and promptly informed on the status and terms of any such proposals or offers and provide the Parent with a copy of any written Acquisition Proposal and all amendments and supplements thereto and the status of any such discussions or negotiations. The Company shall, and shall cause each of its Subsidiaries and each of the Company's and such Subsidiaries' Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this AgreementAgreement with any parties other than the Parent and the Merger Sub with respect to any of the foregoing. The Company agrees that it will immediately take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.3(a) of the obligations undertaken in this Section 5.3(a).

Acquisition Proposals. Prior (a) Notwithstanding anything to the Effective contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (Atlanta time) on August 15, 2011 (the “No-Shop Period Start Time”), RELP the Company and AIP each agree (i) that neither of them nor any of its Subsidiaries and their Subsidiaries shallrespective directors, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agentsinvestment bankers, affiliates attorneys, accountants and other advisors or representatives (includingsuch directors, without limitationofficers, any employees, investment bankerbankers, attorney attorneys, accountants and other advisors or accountant retained by it or any of its Subsidiaries)representatives, as applicablecollectively, not “Representatives”) shall have the right to, initiate, solicit or encourage, directly or indirectly, any inquiries (i) initiate, solicit and encourage, whether publicly or the making or implementation of any proposal or offer (including, without limitationotherwise, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities Acquisition Proposals (or any debt securities convertible into equity securities) ofinquiries, such party proposals or any of its Subsidiaries, offers or other than the transactions contemplated by this Agreement (any such proposal efforts or offer being hereinafter referred attempts that may reasonably be expected to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating lead to an Acquisition Proposal) or the making of any proposals or offers that constitute Acquisition Proposals, including by way of (A) providing access to non-public information or data to any Persons pursuant to confidentiality agreements containing confidentiality terms that are no less favorable to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), and (B) affording to any Persons access to the business, properties, assets and personnel of the Company and its Subsidiaries, provided, however, with respect to clauses (A) and (B), to the extent that the Company provides any material non-public information or access to any such Person on or after the date hereof, the Company shall promptly (and in any event within forty-eight (48) hours) provide to Parent and its Representatives any material non-public information or other access provided to such Person which was not previously provided to Parent or its Representatives, and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Persons or groups of Persons with respect to any Acquisition Proposals (or inquiries, proposals or offers or other efforts or attempts that may reasonably be expected to lead to an Acquisition Proposal) and cooperate with or assist and participate in and facilitate any such inquiries, proposals, discussions and negotiations and any effort or attempt to make any Acquisition Proposals (or implement an Acquisition Proposal; (ii) inquiries, proposals or offers or other efforts or attempts that it will immediately cease and cause may reasonably be expected to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard lead to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior (a) Without limiting any of such party’s other obligations under this Agreement, each of Laguna and Orca agrees that, subject to Section 5.2(b) from and after the date hereof until the earlier of the Laguna Effective TimeTime and the termination of this Agreement in accordance with its terms, RELP and AIP each agree (i) that neither of them it nor any of their its Subsidiaries nor any of the officers, directors or employees of it or its Subsidiaries (including any member of the Laguna Board or the Orca Board, as applicable) shall, and each of them that it shall direct and use its reasonable best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ’ Representatives not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit or knowingly facilitate or encourage (including by way of furnishing information) any inquiries inquiries, discussions or the making making, submission or implementation announcement of any proposal proposal, request or offer that constitutes, or could reasonably be expected to lead to or result in, an Acquisition Proposal; (includingii) have any discussion with any Person relating to an Acquisition Proposal (other than, without limitation, any proposal or offer to its shareholders) solely with respect to an Acquisition Proposal that does not result from a mergermaterial breach of this Section 5.2(a), acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase to clarify the terms of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, an Acquisition Proposal submitted to such party or any after the date of its Subsidiaries, other than the transactions contemplated by this Agreement (any for the sole purpose of enabling the Laguna Board or Orca Board, as applicable, to evaluate such proposal Acquisition Proposal for the purposes of Section 5.2(b)), engage in, continue or offer being hereinafter referred to as an "Acquisition Proposal") or engage otherwise participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to concerning an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; (iiiii) that it will immediately cease and cause provide any non-public or confidential information or data or afford access to be terminated any existing activitiesits books or records or directors, discussions officers, employees or negotiations with any parties conducted heretofore with respect advisors, to any of the foregoing and each will take the necessary steps Person in relation to inform the individuals an Acquisition Proposal; (iv) terminate, amend, release, modify, or entities referred fail to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if enforce any such inquiries provision of, or proposals are received bygrant any permission, waiver or request under, any such information is requested fromstandstill, confidentiality or similar agreement entered into by it or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP its Subsidiaries (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only other than to the extent that, (A) the Laguna Board of Directors or Board of Trust ManagersOrca Board, as applicable, determines in good faith that such action is required for it to comply faith, after consultation with its financial and outside legal advisors, that failure to take any such actions under this Section 5.2(a) would reasonably be expected to be inconsistent with the directors’ fiduciary duties to limited partners under applicable Law); (v) approve or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information torecommend, or entering into discussions propose publicly to approve or negotiations withrecommend, such person any Acquisition Proposal; (vi) approve or entityrecommend, such party provides written notice propose publicly to the other party to this Agreement to the effect that it is furnishing information toapprove or recommend, or entering into discussions withexecute or enter into, such person any letter of intent, agreement in principle, merger agreement, acquisition agreement, business combination agreement, option agreement or entity, and (C) subject other similar agreement relating to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement any of the preceding in customary form)this (vi), an “Alternative Acquisition Agreement”); (vii) take any action to make the provisions of any Takeover Law inapplicable to any transactions contemplated by any Acquisition Proposal; or (iiiviii) affect propose publicly or agree to do any other obligation of the foregoing related to any party under this AgreementAcquisition Proposal.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (i) The Company agrees that neither of them it nor any of their its Subsidiaries nor any of the respective officers and directors of the Company or its Subsidiaries shall, and each of them the Company shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ) not to, (a) initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders of the Company) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion more than 10% of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement material Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or or, (b) except to the extent legally required for the discharge by the board of directors of its fiduciary duties as advised in writing by such board's counsel, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it . The Company will notify the Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company after the date hereof, and the identity of the person making such inquiry, proposal or offer and the substance thereof. Subject to the foregoing, the Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each foregoing. The Company will take the necessary steps to inform the appropriate individuals or entities referred to above in the first sentence hereof of the obligations undertaken in this Section 7.1; and (iii) that it 4.01. The Company will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any promptly request each person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than the Parent) that has executed a confidentiality agreement prior to the date hereof in customary form)), connection with its consideration of a business combination with the Company or (iii) affect any other obligation Subsidiary of the Company to return or destroy all confidential information previously furnished to such person by or on behalf of the Company or any party under this Agreementof its Subsidiaries.

Acquisition Proposals. Prior to Neither the Effective TimeCompany nor the Unitholders will, RELP and AIP each agree (i) that neither nor will either of them nor authorize or permit any of their Subsidiaries shallofficer, and each of them shall direct and use its best efforts to cause its respective officersdirector, General Partneremployee, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, consultant or contractor or any investment banker, attorney attorney, accountant or accountant retained by it other agent or any Representative of its Subsidiaries), as applicable, not the Company or the Unitholders acting on either of their behalf to, initiate, solicit or encourage, directly or indirectly, (a) solicit, initiate or intentionally encourage the submission of any Acquisition Proposal or (b) participate in any discussions or negotiations regarding, or furnish to any Person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its shareholders) with respect to a mergerAcquisition Proposal. Immediately after the execution and delivery of this Agreement, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion each of the assets or any equity securities (or any debt securities convertible into equity securities) ofCompany and the Unitholders will, such party or any of its Subsidiariesand will cause their respective officers, directors, employees, investment bankers, attorneys, accountants and other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data agents and Representatives to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated terminate any existing activities, discussions or negotiations with any parties conducted heretofore with in respect to of any possible Acquisition Proposal and will promptly inform Holdings of the foregoing receipt of any subsequent Acquisition Proposal. Each of the Company and each the Unitholders will take the all necessary steps to promptly inform the individuals or entities referred to above in the first sentence of this Section 5.1 of the obligations undertaken in this Section 7.15.1. “Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Contemplated Transactions) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; and (ii) any sale of Units or other equity interests or securities, (iii) that it will notify the any sale, lease, exchange, mortgage, pledge, Transfer or other party immediately if any such inquiries or proposals are received by, any such information is requested from, disposition of all or any such negotiations material portion of its assets in a single transaction or discussions are sought series of transactions; or (iv) any public announcement of a proposal, plan or intention to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors do any of the General Partner of RELP (the "Board of Directors") foregoing or the Board of Trust Managers from (x) 19 furnishing information any agreement to or entering into discussions or negotiations with, engage in any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementforegoing.

Acquisition Proposals. Prior to Until the Effective TimeTime or earlier termination of this Agreement pursuant to Article IX and except as provided in Section 5.2, RELP and AIP each agree (i) that neither of them Parent nor the Company will, nor will they permit any of their Subsidiaries shallto, and each nor will they authorize or permit any officer, director or employee of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, or any investment banker, attorney attorney, accountant or accountant retained by it other advisor or representative of, Parent or the Company, respectively, or any of its Subsidiaries), as applicable, not their Subsidiaries to, initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any Acquisition Proposal. "Acquisition Proposal" means an inquiry, offer or proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or regarding any purchase of all or any significant portion of the assets or any equity securities following (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement Agreement) involving Parent, Merger Sub, the Company or any of their respective Subsidiaries: (w) any such proposal merger, consolidation, share exchange, recapitalization, business combination or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposalother similar transaction; (iix) that it will immediately cease any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of such party and cause its Subsidiaries, taken as a whole, in a single transaction or series of related transactions; (y) any tender offer or exchange offer for 20% or more of such party's outstanding shares or the filing of a registration statement under the Securities Act in connection therewith; or (z) any public announcement of a proposal, plan or intention to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to do any of the foregoing and each will take the necessary steps or any agreement to inform the individuals or entities referred to above engage in any of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementforegoing.

Acquisition Proposals. Prior Each of the Seller and the Foreign Sellers agrees that, prior to the Effective Timeearlier of the Closing and the termination of this Agreement pursuant to Article VIII herein, RELP and AIP each agree (i) that neither of them it nor any of its respective Subsidiaries or Affiliates, nor any of the officers and directors of it or any of their respective Subsidiaries or Affiliates shall, and each of them that it shall direct and use its reasonable best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates it and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ’ and Affiliates’ employees and Representatives not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit, or encourage any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to (i) a merger, acquisitionreorganization, tender offer, exchange offershare exchange, consolidation or similar transaction involving, or any purchase of all or any significant portion of the material assets or any equity securities (or any debt securities convertible into equity securities) Equity Interests of, such party CodeGear or any (ii) the acquisition of its Subsidiariesa material amount of the Acquired Foreign Assets or Transferred Assets by way of a purchase, other than the transactions contemplated by this Agreement joint venture or otherwise (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal") ”). Each of the Seller and the Foreign Sellers further agrees that neither it nor any of its Subsidiaries or Affiliates nor any of the officers and directors of it or its Subsidiaries or Affiliates shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ employees, agents and Representatives not to, directly or indirectly, engage in any discussions or negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) . Each of the Seller and the Foreign Sellers agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will promptly notify the other party immediately Buyer if any such inquiries proposals or proposals offers whether delivered in writing or orally, formally or informally, are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors any of the General Partner of RELP (the "Board of Directors") Seller Entities or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementtheir Representatives.

Acquisition Proposals. Prior to Until the Effective Time, RELP and AIP each agree earlier of (i) that neither May 30, 1999 or (ii) the termination of them nor any of their Subsidiaries shallthis Agreement pursuant to Article XI, Shareholders, the Company and each of them shall direct the Subsidiaries and use its best efforts to cause its their respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, will not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersshareholders of the Company) with respect to a merger, acquisitionconsolidation, tender offer, binding share exchange offer, consolidation or any other business combination or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or ), engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, Proposal or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it . Shareholders, the Company and each of the Subsidiaries will immediately cease and cause to be terminated terminate any existing activities, discussions discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing foregoing. Shareholders, the Company and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it Subsidiaries will notify the other party immediately Parent promptly if any such inquiries or proposals are received byreceived, any such information is requested fromrequested, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, continued. The Shareholders represent and acknowledge that nothing contained in this compliance with Section 7.1 shall prohibit 6.03 does not affect the Board fiduciary obligations of Directors directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information Company because such Shareholders have agreed to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order vote for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementtransactions contemplated hereby.

Acquisition Proposals. Prior to During the Effective TimeInterim Period, RELP and AIP each agree (i) that neither of them nor any of their Subsidiaries shallthe Company shall not, and each of them shall direct cause its Subsidiaries not to, and shall instruct and use its reasonable best efforts to cause its and their respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, Representatives not to, (a) initiate, solicit solicit, enter into or encouragecontinue discussions, directly negotiations or indirectlytransactions with, or respond to any inquiries or the making or implementation of any proposal or offer (including, without limitationproposals by, any proposal or offer to its shareholders) Person with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerningto, or provide any confidential non-public information or data to, concerning the Company or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject Company’s Subsidiaries to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitatesPerson relating to, an Acquisition Proposal (other than a to inform such Person of the Company’s obligations pursuant to this Section 7.5) or afford to any Person access to the business, properties, assets, information or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (c) grant any waiver, amendment or release under any confidentiality agreement in customary form))or the anti-takeover laws of any state for purposes of facilitating an Acquisition Proposal, (d) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal or (iiie) affect resolve or agree to do any other obligation of the foregoing. The Company shall promptly (and in any event within two (2) Business Days after receipt thereof) notify Acquiror in writing of the receipt of any party under inquiry, proposal, offer or request for information received after the date of this AgreementAgreement that constitutes an Acquisition Proposal and keep Acquiror reasonably informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal (including any material changes thereto).

Acquisition Proposals. Prior to From the date hereof through the Effective Time, RELP the Company agrees and AIP each of the Principal Shareholders severally, and not jointly, agree (ia) that neither each of them nor any of their Subsidiaries shall, and each of them they shall direct and use its best efforts their respective Best Efforts to cause its respective the officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates agents and representatives of the Company (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, the Company) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersthe shareholders of the Company) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) Equity Securities of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement Company (any such proposal or offer being hereinafter referred to as an a "Acquisition ProposalACQUISITION PROPOSAL") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it each of them will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1SECTION 7.4; and (iiic) that it each of them will notify the other party Parent immediately if any such inquiries or proposals are received by, any such information is requested received from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this AgreementCompany.

Acquisition Proposals. Prior From and after the date of this Agreement and prior to the Effective Time, RELP and AIP each agree except as provided below, the Company agrees (ia) that neither of them the Company nor any of their its Subsidiaries shall, and each of them the Company shall direct and use its reasonable best efforts to cause its respective officers, General Partnerdirectors, limited partners, Trust Managers, employees, agents, affiliates employees and authorized agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.16.2; and (iiic) that it will notify the other party Parent immediately 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, it, but need not disclose the identity of the other party or the terms of its proposals; provided, however, that nothing contained in this Section 7.1 6.2 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers Company from (xi) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposalproposal in writing, not subject to any financing condition, to acquire the Company pursuant to a merger, 31 consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, that (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith after consultation with the Company's outside counsel that such action is required for it the Board of Directors to comply with its fiduciary duties to limited partners or shareholders, as applicable, stockholders imposed by law as advised by counsellaws, (B) prior to or concurrently with furnishing such information to, or entering into discussions or negotiations with, such a person or entity, such party the Company provides written notice to the other party to this Agreement Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such a person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party Company keeps the other party to this Agreement Parent informed of the status (but not the identity or terms) of any such discussions or negotiations; and (yii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing Subject to Article IX, nothing in this Section 7.1 6.02 shall (ix) permit any party the Company to terminate this Agreement (except as specifically provided in Article IX hereof)Agreement, (iiy) permit any party the Company to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iiiz) affect effect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to the Effective TimeEach of Company and Company Subsidiaries shall not, RELP and AIP each agree (i) that neither of them nor any of their Subsidiaries shalldirectly or indirectly, and each of them shall direct instruct and otherwise use its best efforts to cause its their respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates and agents or advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, consultants not to, initiate, solicit or encourage, directly or indirectly, (i) solicit or initiate any inquiries proposals or the making offers from any person relating to any acquisition or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion a material amount of the assets of, or any equity securities (of, or any debt securities convertible into equity securities) ofmerger, such party consolidation or business combination with, Company or any of its Subsidiaries, other than the Company Subsidiaries (such transactions contemplated by this Agreement (any such proposal or offer being hereinafter are referred to herein as an "Acquisition ProposalTransactions") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) except to the extent that it the Board of Directors of Company is required, in a written opinion of counsel to the Board of Directors of Company, in the exercise of its fiduciary duties in accordance with applicable law, to participate in any discussions or negotiation regarding, or furnish to any other person any information with respect to, an Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Section 5.1 shall restrict or prohibit any disclosure by Company that is required in any document to be filed with the Commission after the date of this Agreement or any disclosure that, in the written opinion of counsel to the Board of Directors of the Company, is otherwise required under applicable law. Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it foregoing. Company will notify the other party National City immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this AgreementCompany.

Acquisition Proposals. Prior (a) Notwithstanding anything to the Effective Timecontrary contained in this Agreement, RELP during the period beginning on the date of this Agreement and AIP each agree continuing until 11:59 p.m. (New York time) on the November 8, 2018 (the “No-Shop Period Start Date”), the Company, its Subsidiaries and its and their respective directors, officers, employees, other Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to (i) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, and encourage any inquiries with respect to or the making or implementation of any proposal or offer (including, without limitation, any proposal that constitutes or offer would reasonably be expected to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating lead to an Acquisition Proposal, (ii) engage in and otherwise participate in any discussions or otherwise negotiations regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, (iii) cooperate with, assist, participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, ifincluding by granting a waiver, amendment or release under any pre-existing confidentiality, “standstill” or similar provision and only (iv) provide non-public information to any Person relating to the extent that, (A) the Board Company or any of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement Subsidiaries with respect to an Acquisition Proposal during pursuant to an Acceptable Confidentiality Agreement; provided, that the term of this Agreement Company shall promptly (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or and in any way facilitates, an Acquisition Proposal event within forty-eight (other than a confidentiality agreement in customary form)), 48) hours) make available to Parent and Merger Sub any material nonpublic information concerning the Company or (iii) affect its Subsidiaries that is provided to any other obligation such Person or group of any party under this AgreementPersons which was not previously made available to Parent or Merger Sub.

Acquisition Proposals. Prior to The Company agrees that none of it, the Effective Time, RELP and AIP each agree (i) that neither of them nor Company Bank or any of their Subsidiaries respective officers and directors shall, and each of them the Company shall direct and use its reasonable best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, the Company Bank) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersshareholders of the Company) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction transaction, other than pursuant to this Plan, involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement Company Bank (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or or, except to the extent legally required for the discharge by the board of directors of its fiduciary duties as advised in writing by such board's counsel, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it . The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each shall make all reasonable efforts to enforce any confidentiality agreements to which it or the Company Bank is a party. The Company will take the necessary steps to inform the appropriate individuals or entities referred to above in the first sentence hereof of the obligations undertaken in this Section 7.1; and (iii) that it 4.1. The Company will notify the other party Monarch immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit with the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this AgreementCompany.

Acquisition Proposals. Prior to the Effective Time, RELP (a) The Company shall not and AIP each agree shall instruct its Representatives not to: (i) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney directly or accountant retained by it or any of its Subsidiaries), as applicable, not to, indirectly initiate, solicit solicit, or encourageknowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, directly proposals or indirectlyoffers, any inquiries or the making or implementation of any submission or announcement of any inquiry, proposal or offer (including, without limitation, that constitutes or would reasonably be expected to lead to any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated directly or indirectly engage in, enter into or participate in any existing activities, discussions or negotiations with any parties conducted heretofore Person with respect to any of the foregoing and each will take the necessary steps to inform the individuals Acquisition Proposal or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if provide 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such non-public information to, or entering into discussions afford access to the business, properties, assets, books or records of the Company and its Subsidiary to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal. The Company shall direct its Representatives to (x) immediately cease any solicitation, discussions, or negotiations withwith any Person (other than Parent, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information toPurchaser, or entering into discussions with, such person any designees of Parent or entity, and (CPurchaser) subject with respect to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust ManagersAcquisition Proposal, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicablethe Company has the right to do so, complying with Rule 14e-2 promulgated under request in writing the Exchange Act with regard prompt return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiary to an any such Person and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Nothing Notwithstanding the foregoing, the Company and its Representatives may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof6.3(a), (iiA) permit seek to clarify and understand the terms and conditions of any party inquiry or proposal made by any Person solely if and to enter into any agreement with respect the extent necessary to determine whether such inquiry or proposal constitutes an Acquisition Proposal during and (B) inform a Person that has made or, to the term Knowledge of this Agreement (it being agreed that during the term of this AgreementCompany, no party shall enter into any agreement with any person that provides for, or in any way facilitates, is considering making an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under the provisions of this AgreementSection 6.3.

Acquisition Proposals. Prior to From and after the Effective Timedate hereof --------------------- until the termination of this Agreement, RELP and AIP each agree (i) Heritage agrees that neither of them it nor any of their its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and each of them that it shall direct and use its reasonable best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, and its Subsidiaries" employees, agentsrepresentatives, agents or affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ) not to, directly or indirectly, initiate, solicit or encourageknowingly encourage (including by way of furnishing non- public information or assistance), directly or indirectlyfacilitate knowingly, any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involvingAcquisition Proposal (as defined in Section 8.1), or enter into or maintain or continue discussions or negotiate with any purchase person or entity in furtherance of all such inquiries or to obtain an Acquisition Proposal or agree to or endorse any significant portion Acquisition Proposal, or authorize or permit any of the assets its officers, directors or any equity securities (or any debt securities convertible into equity securities) of, such party employees or any of its SubsidiariesSubsidiaries or any investment banker, financial advisor, attorney, accountant or other than the transactions contemplated representative retained by this Agreement (any of its Subsidiaries to take any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerningaction, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) and that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will shall notify the other party immediately if any orally (within 1 business day) and in writing (as promptly as practicable, but in no event later than 2 calendar days) of such inquiries and proposals which it or proposals are received by, any such information is requested from, of its Subsidiaries or any such negotiations officer, director, employee, investment banker, financial advisor, attorney, accountant or discussions are sought other representative may receive relating to be initiated any of such matters and, if such inquiry or continued withproposal is in writing, itit shall deliver to the other party a copy of such inquiry or proposal promptly; provided, however, that nothing contained in this Section 7.1 4.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.Heritage from:

Acquisition Proposals. Prior to the Effective TimeUnless and until this Agreement shall have been terminated in accordance with its terms, RELP MDI agrees and AIP each agree covenants that (ia) that neither of them it nor any of their Subsidiaries MDI Subsidiary shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its the MDI Subsidiaries), as applicable, ) not to, directly or indirectly, initiate, solicit or encourage, directly or indirectly, encourage any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all 10% or any significant portion more of the assets or any equity securities or partnership interests (or any debt securities convertible into equity securitiesincluding, without limitation, partnership interests of MAB) of, such party MDI or any of its SubsidiariesMDI Subsidiary, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it MDI will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iiic) that it MDI will notify the other party immediately Bradxxx xxxediately 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, it; providedPROVIDED, howeverHOWEVER, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers MDI, from (xi) 19 furnishing information to or entering into discussions or negotiations with, any person Person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors of MDI, after consultation with and based upon the advice of McGrxxx, Xxrth, Mullxx & Xratx, X.C., or Board of Trust Managers, as applicableanother nationally recognized law firm selected by MDI, determines in good faith that such action is required for it the Board of Directors to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counselstockholders under applicable law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person Person or entity, such party MDI provides written notice to the other party to this Agreement to Bradxxx xx the effect that it is furnishing information to, or entering into discussions or negotiations with, such person Person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party MDI keeps the other party to this Agreement informed Bradxxx xxxormed of the status (but not the terms) of any such discussions or negotiations, including, without limitation, promptly informing Bradxxx (xx any case within 24 hours) of all material developments relating thereto; and (yii) to the extent applicable, complying with Rule 14e-2 and Rule 14a-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing Notwithstanding anything to the contrary set forth herein, nothing in this Section 7.1 shall (ix) permit any party MDI to terminate this Agreement (except as specifically provided in Article IX 9 hereof), (iiy) except as specifically provided in Article 9 hereof, permit MDI or any party MDI Subsidiary to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party neither MDI nor any MDI Subsidiary shall enter into any agreement with any person Person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)Proposal), or (iiiz) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree C.R. Xxxxxx xxxees (ia) that neither of them it nor any of their Subsidiaries the C.R. Xxxxxx Xxxsidiaries shall, and each of them it shall direct and use its best efforts to cause its respective and the C.R. Xxxxxx Xxxsidiaries' officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, representatives and affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries)the C.R. Xxxxxx Xxxsidiaries) (collectively, as applicable, the "C.R. Xxxxxx Xxxresentatives") not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders but excluding the transaction contemplated by this Agreement) with respect to a merger, acquisition, tender offerconsolidation, exchange offerbusiness combination, consolidation recapitalization, liquidation or similar transaction involving, or any purchase of all or any a significant portion amount of the assets of or more than 25% of any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement C.R. Xxxxxx (any xxy such proposal or offer offering being hereinafter referred to as an "Acquisition Proposal") or engage or participate in any negotiations or discussions concerning, or provide any confidential information or data to, or have any discussions with, any corporation, partnership, person or other entity or group relating to an any Acquisition Proposal, or otherwise assist or facilitate any effort or to attempt to make or implement an Acquisition Proposal; (iib) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.16.3.(a); and (iiic) that it will notify the other party immediately Acquiror promptly if any such inquiries or proposals (whether formal or informal) are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued withwith it or any of the C.R. Xxxxxx Xxxresentatives and will promptly communicate to Acquiror the terms of any proposal or inquiry which it may receive. Notwithstanding the foregoing and provided none of C.R. Xxxxxx, it; provided, however, that nothing contained xxe C.R. Xxxxxx Xxxsidiaries or the C.R. Xxxxxx Xxxresentatives is otherwise in violation of this Section 7.1 shall prohibit 6.3.(a), the Board of Directors of the General Partner of RELP (the "Board of Directors") C.R. Xxxxxx xxx furnish information to, or the Board of Trust Managers from (x) 19 furnishing information to or entering enter into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposalproposal in writing, not subject to any financing contingency, to acquire C.R. Xxxxxx xxxsuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, that (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith (based on the written opinion of C.R. Xxxxxx'x xxxside counsel) that such action is required for it the Board of Directors to comply with its fiduciary duties to limited partners or shareholders, as applicable, stockholders imposed by law as advised by counsellaw, (B) the Board of Directors determines in good faith (based on the written opinion of a financial advisor of nationally recognized reputation) that such transaction would be more favorable to C.R. Xxxxxx'x xxxckholders than the Offer; (C) prior to or concurrently with furnishing such information to, or entering into discussions or negotiations with, such a person or entity, such party provides C.R. Xxxxxx xxxvides written notice to the other party to this Agreement Acquiror to the effect that it is furnishing information to, or entering into discussions or negotiations with, such a person or entity, and (CD) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement C.R. Xxxxxx xxxps Acquiror informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior (a) Notwithstanding anything to the Effective Timecontrary contained in this Agreement, RELP during the period beginning on the date of this Agreement and AIP each agree continuing until 12:01 a.m. (New York time) on the 41st day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to (i) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit and encourage any inquiry or encouragethe making of any proposal or offer that could constitute an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its subsidiaries to any Person (and its Representatives, including potential financing sources) pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall provide to Parent and Merger Sub any material non-public information or data that is provided to any Person given such access that was not previously made available to Parent or Merger Sub prior to or substantially concurrent with the time it is provided to such Person, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons (and their respective Representatives, including potential financing sources) with respect to any Acquisition Proposals (or inquiries, proposals or offers or other efforts that could lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals pursuant to an Acceptable Confidentiality Agreement, including granting a limited waiver, amendment or release under any pre-existing standstill or similar provision solely to the extent necessary to allow for a confidential Acquisition Proposal or amendment to a confidential Acquisition Proposal to be made to the Company or the Board of Directors of the Company (such limited waiver to include an express acknowledgement by the parties thereto that under no circumstances will such restricted Person(s) be permitted to acquire, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion securities of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party Company or any of its Subsidiaries, subsidiaries prior to the valid termination of this Agreement in accordance with Section 8.1 (other than in connection with any investment made on such restricted Person’s behalf by third-party investment managers with discretionary authority, or made by investment funds or other pooled investment vehicles in which such restricted Person has invested and that are managed by third parties or other similar investments managed by third parties or other distinct business units of such restricted Person). No later than two (2) Business Days after the transactions contemplated by No-Shop Period Start Date, the Company shall (A) notify Parent in writing of the identity of each Person from whom the Company received a written Acquisition Proposal after the execution of this Agreement (any such proposal or offer being hereinafter referred and prior to the No-Shop Period Start Date, which Acquisition Proposal has not been withdrawn and as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit which the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party Company has determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply (after consultation with its fiduciary duties outside legal advisor and financial advisor) that such Acquisition Proposal constitutes or would reasonably be expected to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party lead to this Agreement informed of the status a Superior Proposal and (but not the termsB) provide to Parent (x) a copy of any such discussions Acquisition Proposal made in writing and any other written terms or negotiations; proposals provided (including financing commitments) to the Company or any of its subsidiaries in connection with any Acquisition Proposal and any material modifications thereto and (y) to a written summary of the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit material terms of any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement not made in writing (it being agreed that during the term of this Agreement, no party shall enter into including any agreement with material terms proposed orally or supplementally and any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary formmaterial modifications thereto)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior During the Interim Period, each of Embraer, EAH and the Company shall not, and shall cause each of its respective Subsidiaries to the Effective Time, RELP and AIP each agree (i) that neither of them nor any of their Subsidiaries shallnot, and each of them Embraer, EAH and the Company shall direct instruct and use its their respective reasonable best efforts to cause its their respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicableRepresentatives acting on their behalf, not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of : (a) make any proposal or offer that constitutes an Alternative Proposal, (includingb) initiate, without limitationsolicit, engage in or continue any proposal discussions, negotiations or offer to its shareholders) transactions with any Person with respect to, or provide any non-public information or data concerning the UAM Business, the Transferred Assets, the Company or the Brazilian Subsidiary to a mergerany Person relating to, acquisitionor cooperate in any way that would otherwise reasonably be expected to lead to, tender offeran Alternative Proposal or afford to any Person access to the business, exchange offerproperties, consolidation assets or personnel of the UAM Business (including the Transferred Assets), the Company or the Brazilian Subsidiary in connection with an Alternative Proposal, (c) execute or enter into any acquisition agreement, business combination agreement, merger agreement or similar transaction involvingdefinitive agreement, or any purchase letter of all intent, memorandum of understanding or agreement in principle, or any significant portion other agreement relating to an Alternative Proposal, (d) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of the assets any state, (e) encourage, facilitate or respond to any such inquiries, proposals, discussions, or negotiations or any equity securities effort or attempt by any Person to make an Alternative Proposal, (f) commence, continue or renew any debt securities convertible due diligence investigation regarding an Alternative Proposal; (g) approve, endorse or recommend, or propose to approve, endorse or recommend, an Alternative Proposal; or (h) resolve, agree or otherwise commit to enter into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerningof the foregoing, or provide any confidential information or data in each case other than with Zanite and its respective Representatives. From and after the date hereof, each of Embraer, EAH and the Company shall, and shall instruct their respective officers and directors to, or have any discussions withand each of Embraer, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease EAH and the Company shall instruct and cause to be terminated any existing activitiestheir respective Representatives acting on their behalf, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing their respective Subsidiaries and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and their respective Representatives (iiiacting on their behalf) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent thatto, (A) the Board of Directors or Board of Trust Managersimmediately cease and terminate all discussions and negotiations with, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, and (B) prior request the prompt return of any due diligence materials, and immediately terminate access to furnishing such information any data room, provided to, in each case of clauses (A) and (B), any Person with respect to, or entering into discussions which may reasonably be expected to give rise to or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitatesresult in, an Acquisition Alternative Proposal (other than a confidentiality agreement in customary formwith Zanite)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to (a) Except as expressly permitted by this Section 5.5, promptly following the Effective Time, RELP and AIP each agree date of this Agreement (i) that neither of them nor any of their Subsidiaries shall, and each of them the Company shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with with, and terminate any parties conducted heretofore with respect data room access (or other access to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iiidiligence) that it will notify the other party immediately if any such inquiries or proposals are received byof, any such information is requested fromPerson and its directors, officers, Affiliates, employees, investment bankers, attorneys, accountants and other advisors, agents or any such negotiations or discussions are sought to be initiated or continued withrepresentatives (collectively, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors"“Representatives”) or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard relating to an Acquisition ProposalTransaction and (ii) the Company will request that each Person (other than Parent and its Representatives) that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of acquiring the Company to, in accordance with the terms of such confidentiality agreement, promptly return or destroy all non-public information furnished to such Person by or on behalf of the Company or its Subsidiaries prior to the date of this Agreement. Nothing in Except as expressly permitted by this Section 7.1 5.5, from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, the Company and its Subsidiaries shall not, and the Company shall direct and cause its Representatives not to, directly or indirectly, (i) permit initiate, solicit, propose, or knowingly encourage, facilitate or assist, any party inquiry or the making of any proposal or offer that constitutes, or is reasonably expected to terminate this Agreement (except as specifically provided in Article IX hereof)lead to, an Acquisition Proposal, (ii) permit engage in, enter into, continue or otherwise participate in any party discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or its Subsidiaries or afford access to the business, properties, assets, books, records or any personnel of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees) relating to, an Acquisition Proposal, (iii) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or (iv) enter into any acquisition agreement, merger agreement with respect or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal during (an “Alternative Acquisition Agreement”). (b) Notwithstanding anything to the term contrary contained herein, from the date of this Agreement until the Company’s receipt of the Requisite Company Vote, if the Company receives a bona fide unsolicited Acquisition Proposal from any Person that was not received as a result of a breach of Section 5.5(a), the Company and its Representatives may contact such Person to clarify the terms and conditions thereof and (it being agreed i) the Company and its Representatives may provide information (including any non-public information) regarding, and afford access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to such Person pursuant to an executed confidentiality agreement containing terms as to confidentiality that during are no less favorable to the term of this Company in the aggregate than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement, no party ”); provided that the Company shall enter into any agreement with any person that provides for, or (x) promptly (but in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iiievent within 24 hours) affect any other obligation notify Parent of any party under this Agreement.the receipt of any

Acquisition Proposals. Prior (a) Subject to the Effective Timeremainder of this Section 7.7, RELP and AIP each agree (i) that neither none of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it the Company or any of its SubsidiariesSubsidiaries shall (whether directly or indirectly through Affiliates, directors, officers, employees, representatives, advisors or other intermediaries), as applicable, not to, initiate, solicit or encourage, nor shall (directly or indirectly, any inquiries ) the Company authorize or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or permit any of its or its Subsidiaries’ controlled Affiliates, officers, directors, representatives, advisors or other intermediaries or Subsidiaries to: (i) solicit, initiate or knowingly facilitate the submission of inquiries, proposals or offers from any Person (other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"Parent) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an any Acquisition Proposal, or otherwise facilitate agree to or recommend any effort or attempt to make or implement an Acquisition Proposal; (ii) that enter into any agreement to (x) consummate any Acquisition Proposal, (y) approve any Acquisition Proposal or (z) in connection with any Acquisition Proposal, require it will to abandon, terminate or fail to consummate the Merger; (iii) enter into or participate in any discussions or negotiations in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal, or furnish to any Person any non-public information with respect to its business, properties or assets in connection with any Acquisition Proposal; or (iv) agree to resolve to take, or take, any of the actions prohibited by clause (i), (ii) or (iii) of this sentence. The Company shall immediately cease cease, and cause its representatives, advisors and other intermediaries to be terminated immediately cease, any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals foregoing. Any violation of this Section 7.7 by any officer, director or entities referred to above representative of the obligations undertaken Company (other than the Persons listed in Section 7.7 of the Disclosure Letter) shall be deemed to be a breach of this Section 7.1; and (iii) that it will notify 7.7 by the other party immediately 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, it; provided, however, that nothing contained in Company. For purposes of this Section 7.1 shall prohibit 7.7, the Board of Directors term “Person” means any person, corporation, entity or “group,” as defined in Section 13(d) of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations withExchange Act, any person or entity that makes an unsolicited bona fide Acquisition Proposalother than, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term Company, Parent or any Subsidiaries of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this AgreementParent.

Acquisition Proposals. Prior to the Effective Time, RELP STH and AIP PMCT each agree (ia) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partnertrust managers, limited partners, Trust Managersdirectors, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all 20% or any significant portion more of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.18.1; and (iiic) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 8.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") Trust Managers or the Board of Trust Managers Directors of such party from (xi) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors Trust Managers or Board of Trust Managers, as applicable, Directors of such party determines in good faith that such action is required for it such body to comply with its fiduciary duties to limited partners or shareholders, as applicable, shareholders imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, such body to comply with its fiduciary duties to limited partners or shareholders, as applicable, shareholders imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (yii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 8.1 shall (ix) permit any party to terminate this Agreement (except as specifically provided in Article IX 10 hereof), (iiy) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.with

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (ia) that neither of them nor Without limiting any of their its other obligations under this Agreement, the Company agrees that it and its Subsidiaries shalland the officers and directors of it and its Subsidiaries shall not, and each of them that it shall direct and use its reasonable best efforts to cause its respective officers, General Partner, limited partners, Trust Managersthe Company and the Company Subsidiaries’ Affiliates, employees, agents, affiliates agents and representatives (including, without limitation, including any investment banker, attorney or accountant retained by it or any of its the Company Subsidiaries), as applicable, ) not to, initiate, solicit or encourage, directly or indirectly, any inquiries (i) initiate, solicit, entertain, encourage or the making or implementation facilitate (including by way of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersfurnishing information) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal", (ii) enter into, consider, continue or engage otherwise participate in or pursue in any manner any discussions or negotiations concerningregarding, or provide any confidential information or data to, or have any discussions with, to any person relating to to, an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, or otherwise cooperate in any way with, any Acquisition Proposal (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; or (iiiv) that it approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree to do any of the foregoing. The Company will (x) immediately cease and cause to be terminated any existing all activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal, other than the Merger and (y) notify the Parent immediately if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing and each will take the necessary steps to inform the individuals (whether solicited or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counselunsolicited), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to (a) Until this Agreement has been terminated in accordance with Section 7.1, the Effective TimeCompany shall not, RELP and AIP each agree (i) that neither of them nor shall not authorize or permit any of their Subsidiaries shallits Affiliates to, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, consultants, representatives and other agents, affiliates including investment bankers, attorneys, accountants and representatives other advisors (collectively, the “Representatives”), not to, directly or indirectly, (1) solicit or initiate the making of, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal (including, without limitation, taking any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, any inquiries or action to make the making or implementation provisions of any proposal “moratorium”, “control share”, “fair price”, “affiliate transaction”, “business combination” or offer (other antitakeover laws and regulations of any state, including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase the provisions of all or any significant portion Article 14 and Article 14.1 of the assets or VSCA inapplicable to any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal), or otherwise facilitate (2) participate in any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken way in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, or furnish or disclose any person nonpublic information to, any Person (other than Parent or entity that makes an unsolicited bona fide any of its Representatives) in connection with any Acquisition Proposal, if, and only to (3) effect a Change in the extent thatCompany Recommendation, (A4) the Board of Directors approve or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information torecommend, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that publicly announce it is furnishing information toconsidering approving or recommending, any Acquisition Proposal or entering (5) enter into discussions withany agreement, such person letter of intent, agreement-in-principle or entity, and (C) subject acquisition agreement relating to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit Notwithstanding the foregoing, at any party time prior to terminate this Agreement (except as specifically provided in Article IX hereof)the time that the Company Requisite Shareholder Vote is obtained, (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.Company and its Representatives may:

Acquisition Proposals. Prior From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, other than as contemplated by this Agreement, any of the Ancillary Agreements or the Transactions (including the PIPE Investment or the Pre-Closing Reorganization), the Target Companies and their respective Subsidiaries shall not, and each Target Company shall instruct its respective Representatives not to, (a) make any proposal or offer that constitutes an Alternative Proposal, (b) initiate, solicit or engage in any negotiations with any Person with respect to, or provide any non-public information or data concerning any Target Company or any of its Subsidiaries to any Person relating to, an Alternative Proposal or afford to any Person access to the business, properties, assets or personnel of any Target Company or any of its Subsidiaries in connection with an Alternative Proposal, (c) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement, relating to an Alternative Proposal, (d) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Alternative Proposal, (e) approve, endorse or recommend, or propose to approve, endorse or recommend, an Alternative Proposal, or (f) agree or otherwise commit to enter into or engage in any of the foregoing, in each case, other than with SPAC, Merger Sub 1 or any of their respective Representatives or, following the SPAC Merger Effective Time, RELP Flexjet or its Representatives. From and AIP each agree (i) that neither after the date hereof until the Closing Date or, if earlier, the termination of them nor any of this Agreement in accordance with Article X, the Target Companies and their respective Subsidiaries shall, and shall instruct their respective Representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Alternative Proposal (other than SPAC, Merger Sub 1, or any of their respective Representatives or, following the SPAC Merger, Flexjet). From and after the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, each Target Company will promptly, and in any event within two Business Days of them shall direct and use its best efforts to cause its respective officersreceipt, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by notify SPAC if it or any of its Subsidiaries)controlled Affiliates, as applicableor, not toto the Knowledge of Epic, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement or its (any such proposal i) non-controlled Affiliates or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated Affiliates’ respective Representatives, receives any existing activitiesproposal, discussions offer or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement submission with respect to an Acquisition Alternative Proposal during after the term of this Agreement (it being agreed that during the term date of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (ia) Plaza agrees that neither of them nor any of their Subsidiaries it shall, and each of them shall direct and use its reasonable best efforts to cause its respective Affiliates, directors, officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney financial advisor, attorney, accountant or accountant other representative retained by it it) (all of the foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal, and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy any confidential information previously furnished by or on behalf of Plaza or any of its Subsidiaries)Subsidiaries thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction. From the date of this Agreement through the Effective Time, as applicablenone of Plaza, its Subsidiaries nor any of their Affiliates shall, and each of the foregoing shall cause their respective directors, officers or employees or any Representative retained by them not to, initiate, solicit or encourage, directly or indirectlyindirectly through another Person, (i) solicit, initiate or encourage (including by way of furnishing information or assistance), or take any other action designed to facilitate or that is likely to result in, any inquiries or the making or implementation of any proposal or offer (includingthat constitutes, without limitationor is reasonably likely to lead to, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal", (ii) or engage in any negotiations concerning, or provide any confidential information or data to, or have to any discussions with, any person Person relating to an any Acquisition Proposal, or otherwise facilitate (iii) participate in any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with regarding any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (Aiv) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.waive,

Acquisition Proposals. Prior to (a) Until this Agreement has been terminated in accordance with Section 7.1, the Effective TimeCompany shall not, RELP and AIP each agree (i) that neither of them nor shall not authorize or permit any of their Subsidiaries shallits Affiliates to, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, consultants, representatives and other agents, affiliates including investment bankers, attorneys, accountants and representatives other advisors (collectively, the “Representatives”), not to, directly or indirectly, (1) solicit or initiate the making of, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal (including, without limitation, taking any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, any inquiries or action to make the making or implementation provisions of any proposal “moratorium”, “control share”, “fair price”, “affiliate transaction”, “business combination” or offer (other antitakeover laws and regulations of any state, including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase the provisions of all or any significant portion Article 14 and Article 14.1 of the assets or VSCA inapplicable to any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal), or otherwise facilitate (2) participate in any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken way in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, or furnish or disclose any person non public information to, any Person (other than Parent or entity that makes an unsolicited bona fide any of its Representatives) in connection with any Acquisition Proposal, if, and only to (3) effect a Change in the extent thatCompany Recommendation, (A4) the Board of Directors approve or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information torecommend, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that publicly announce it is furnishing information toconsidering approving or recommending, any Acquisition Proposal or entering (5) enter into discussions withany agreement, such person letter of intent, agreement-in-principle or entity, and (C) subject acquisition agreement relating to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit Notwithstanding the foregoing, at any party time prior to terminate this Agreement (except as specifically provided in Article IX hereof)the time that the Company Requisite Shareholder Vote is obtained, (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.Company and its Representatives may:

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree the Company --------------------- agrees (ia) that neither of them it nor any of their its Subsidiaries shall, and each shall authorize or permit any of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, ) to initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition ----------- Proposal") or engage in any negotiations concerning, or provide any confidential -------- information or data to, or have any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.16.7; and (iiic) that it will notify the other party FKWW and FKW Sub immediately if any such inquiries or proposals are received by, any such information is requested received from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing -------- ------- contained in this Section 7.1 6.7 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers Company from (xi) 19 furnishing information to or entering into discussions or negotiations with, any person Person or entity that makes an unsolicited bona fide Acquisition Proposalproposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, that (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith faith, based as to legal matters on advice of outside legal counsel, that the failure to take such action is required for it would involve a substantial risk of breach of fiduciary duty to comply with its fiduciary duties to limited partners or shareholders, as applicable, the Company's shareholders imposed by law as advised by counselapplicable law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person Person or entity, such party the Company provides written notice to the other party to this Agreement FKWW and FKW Sub to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person Person or entity, and (C) subject to any confidentiality agreement with such person Person or entity (which such party determined the Company executed after determining in good faith was required faith, based as to be executed in order for legal matters on advice of outside counsel, that the failure to take such action would involve a substantial risk of breach of the Board of Directors or Board of Trust Managers, as applicable, Directors' fiduciary duty to comply with its fiduciary duties to limited partners or shareholders, as applicable, stockholders imposed by law as advised by counselapplicable law), such party the Company keeps the other party to this Agreement FKWW and FKW Sub informed of the status (but not the terms) of any such discussions or negotiations; and (yii) to the extent applicable, complying with Rule 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 6.7 shall (ix) permit any party to terminate this Agreement (except as specifically provided in Article IX Section 8.1 hereof), (iiy) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person Person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iiiz) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to Neither the Effective TimeCompany nor the Stockholders will, RELP and AIP each agree (i) that neither nor will any of them nor authorize or permit any of their Subsidiaries shallofficer, and each of them shall direct and use its best efforts to cause its respective officersdirector, General Partneremployee, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, consultant or contractor or any investment banker, attorney attorney, accountant or accountant retained by it other agent or Representative of the Company or any of its Subsidiaries), as applicable, not the Stockholders acting on any of their behalf to, initiate, solicit or encourage, directly or indirectly, (a) solicit, initiate or intentionally encourage the submission of any Acquisition Proposal or (b) participate in any discussions or negotiations regarding, or furnish to any Person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its shareholders) with respect to a mergerAcquisition Proposal. Immediately after the execution and delivery of this Agreement, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion each of the assets or any equity securities (or any debt securities convertible into equity securities) ofCompany and the Stockholders will, such party or any of and will cause its Subsidiariesofficers, directors, employees, investment bankers, attorneys, accountants and other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data agents and Representatives to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated terminate any existing activities, discussions or negotiations with any parties conducted heretofore with in respect to of any possible Acquisition Proposal and will promptly inform Parent of the foregoing receipt of any subsequent Acquisition Proposal. Each of the Company and each the Stockholders will take the all necessary steps to promptly inform the individuals or entities referred to above in the first sentence of this Section 6.1 of the obligations undertaken in this Section 7.16.1. “Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Contemplated Transactions) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; and (ii) any sale of shares of capital stock or other equity interests or securities; (iii) that it will notify the any sale, lease, exchange, mortgage, pledge, Transfer or other party immediately if any such inquiries or proposals are received by, any such information is requested from, disposition of all or any such negotiations material portion of its assets in a single transaction or discussions are sought series of transactions; or (iv) any public announcement of a proposal, plan or intention to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors do any of the General Partner of RELP (the "Board of Directors") foregoing or the Board of Trust Managers from (x) 19 furnishing information any agreement to or entering into discussions or negotiations with, engage in any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementforegoing.

Acquisition Proposals. Prior to the Effective Time(a) The Company agrees that, RELP and AIP each agree except as otherwise permitted in this Section 6.7, (i) that neither of them nor any of their it and its officers and directors will not, (ii) the Company Subsidiaries shalland the Company Subsidiaries' officers and directors will not, and each of them shall direct (iii) its and use its best efforts to cause its respective officersthe Company Subsidiaries' investment bankers, General Partnerfinancial advisors, limited partnersattorneys, Trust Managersaccountants, employees, consultants or other agents, affiliates and advisors or representatives (includingcollectively, without limitation"Representatives") will not, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, (A) directly or indirectly, initiate, solicit, cause, encourage or otherwise knowingly facilitate any inquiries or the making making, submission or implementation reaffirmation of any proposal or offer (includingwith respect to a tender offer or exchange offer, without limitationproxy solicitation, merger, reorganization, share exchange, recapitalization, liquidation, dissolution, consolidation, business combination or other similar transaction involving the Company and/or the Company Subsidiaries or any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation acquire in any manner an equity or similar transaction involvingvoting interest in the Company, or any purchase the assets, securities or other ownership interests of all or in the Company or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) ofCompany Subsidiary, such party or any of its Subsidiaries, in each case other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (B) directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to, or have any discussions withthat may reasonably be expected to lead to, any person relating to an Acquisition Proposal. The Company will promptly take the steps necessary to inform the Persons set forth in clauses (i), or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any (iii) of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above sentence of the obligations undertaken in this Section 7.1; 6.7, and (iii) the Company agrees that it will notify the other party immediately if be responsible for 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, it; provided, however, that nothing contained in breach of this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.6.7

Acquisition Proposals. Prior to the Effective Time, RELP Mutual, Holding, Principal and AIP Coventry each agree (ia) that neither none of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, share exchange, acquisition, tender offer, exchange offer, consolidation or similar transaction directly or indirectly involving, or any purchase or acquisition, directly or indirectly, of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party Principal or any of its Subsidiaries, other than the transactions contemplated by this Agreement Principal Subsidiaries or Coventry or any of the Coventry Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it they and each of them will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.16.1; and (iiic) that it they and each of them will notify the other party parties hereto immediately 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 withwith it. Notwithstanding the foregoing, it; provided, however, that nothing any reorganization of Mutual shall not violate the provisions of this Section 6.1 if such reorganization shall not result in any transfer of the Principal Assets or Mutual Indemnity Agreements to any Person who is not an Affiliate of Mutual and any such transferee agrees to be bound by the provisions of this Agreement. Notwithstanding anything to the contrary contained in this Section 7.1 shall prohibit the 6.1 or in any other provision of this Agreement, Coventry and its Board of Directors of the General Partner of RELP (the "Board of Directors"i) or the Board of Trust Managers from (x) 19 furnishing information to or entering into may participate in discussions or negotiations with(including, as a part thereof, making any person counterproposal) with or entity that makes furnish information to any third party making an unsolicited written Acquisition Proposal that the Board determines is a bona fide offer (a "Potential Acquiror") if Coventry's Board of Director's is advised by a nationally recognized investment banking firm designated by Coventry and reasonably acceptable to Mutual that such Potential Acquiror has the financial wherewithal to consummate such an Acquisition Proposal (or that it is confident that such Potential Acquiror will be capable of consummating such Acquisition Proposal, if, and only to the extent that, ) provided that (Aa) the Board determines in good faith, after receiving advice from such financial advisor, that such third party has submitted to Coventry an Acquisition Proposal which is a superior proposal to the transactions contemplated under this Agreement (a "Superior Proposal"), and (b) the Board determines in good faith, based upon advice of Directors its outside legal counsel, that participation in such discussions or negotiations or furnishing such information is necessary to fulfill the Board's fiduciary duties under applicable law. The Board shall be entitled to withdraw its recommendation in favor of Trust Managersthe transactions contemplated by this Agreement, as applicable, and to approve and recommend acceptance by shareholders of an unsolicited written Acquisition Proposal that is a Superior Proposal if the Board determines in good faith that such action is required for it to comply with actions are in the best interests of its fiduciary duties to limited partners or shareholders, as applicableand, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to based upon advice of its outside counsel the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined Board determines in good faith was required that such approval is necessary to fulfill the Board's fiduciary duty under applicable law, and provision is made by Potential Acquiror to pay the fee provided in Section 8.5(b) at the time therein specified. Coventry agrees that any non-public information furnished to a Potential Acquiror will be pursuant to a confidentiality agreement substantially similar to the confidentiality provisions of the confidentiality agreement entered into between Coventry, Mutual and Principal. In the event that Coventry shall determine to provide any information as described above, or shall receive any such 57 unsolicited Acquisition Proposal, it shall promptly inform Mutual in writing as to the fact that information is to be executed in order for provided and shall furnish to Mutual the identity of the recipient of such information and/or the Potential Acquiror and the terms of such Acquisition Proposal, except to the extent that the Board determines in good faith, based upon advice of Directors or Board of Trust Managersits outside legal counsel, as applicable, to comply with its that any such action described in this sentence would violate such Board's fiduciary duties to limited partners under, or shareholdersotherwise violate, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement applicable law. Coventry will keep Mutual reasonably informed of the status (but not the termsincluding amendments or proposed amendments) of any such discussions or negotiations; and (y) Acquisition Proposal except to the extent applicablethat the Board determines in good faith, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit based upon advice of its outside legal counsel, that any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides forsuch action would violate such Board's fiduciary duties under, or in any way facilitatesotherwise violate, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementapplicable law.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (ia) that neither of them nor any of their Subsidiaries The Company shall, and shall cause its Affiliates, Subsidiaries, and its and each of them shall direct and use its best efforts to cause its their respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agentsconsultants, affiliates financial advisors, attorneys, accountants and other advisors, representatives and agents (includingcollectively, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not “Representatives”) to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be immediately terminated any existing activities, discussions or negotiations with any parties conducted heretofore that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal and to request the prompt return or destruction of all confidential information previously furnished to any such parties. The Company shall not, and shall cause its Affiliates, Subsidiaries and its and their respective Representatives not to, (i) directly or indirectly solicit, initiate, knowingly encourage or take any other action to knowingly facilitate (including by way of furnishing or disclosing information) any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Takeover Proposal; (ii) enter into any agreement, arrangement or understanding with respect to any Takeover Proposal (including any letter of intent, memorandum of understanding or agreement in principle) or enter into any agreement, arrangement or understanding (including any letter of intent, memorandum of understanding or agreement in principle) that requires, or is intended to or that could reasonably be expected to result in, the foregoing and each will take abandonment, termination or the necessary steps failure to inform consummate the individuals Merger or entities referred to above of the obligations undertaken in any other transaction contemplated by this Section 7.1Agreement; and (iii) that it will notify the other party immediately if initiate or participate in any such inquiries or proposals are received by, way in any such information is requested from, or any such negotiations or discussions are sought regarding, or furnish or disclose to be initiated any Person (other than a party to this Agreement) any information with respect to any Takeover Proposal; or continued with, it(iv) grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that nothing contained at any time prior to the adoption of this Agreement by the Required Company Stockholders, in this Section 7.1 shall prohibit response to a bona fide written unsolicited Takeover Proposal received after the date hereof that the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Takeover Proposal was not, directly or indirectly, the result of a breach of this Section 5.5, the Company may, if its Board of Directors determines in good faith (after consulting with a financial advisor of nationally recognized reputation and outside counsel) that such action it is required for it to do so in order to comply with its fiduciary duties to limited partners or shareholdersthe stockholders of the Company under applicable Law, as applicable, imposed by law as advised by counseland subject to compliance with Section 5.5(b), (Bx) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement not less restrictive of such Person than the Confidentiality Agreement; provided that all such information has previously been provided to Buyer or is provided to Buyer prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to concurrently with the other party to this Agreement to the effect that time it is furnishing information toprovided to such Person, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to participate in discussions or negotiations with the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Person making such Takeover Proposal (other than a confidentiality agreement in customary form)), or (iiiand its representatives) affect any other obligation of any party under this Agreementregarding such Takeover Proposal.

Acquisition Proposals. Prior to ASC and the Effective Time, RELP and AIP each Shareholders agree that from the date of this Agreement through the expiration of the Exercise Period (ia) that neither of them the Shareholders, nor ASC, nor any of their Subsidiaries its respective officers and directors shall, and each of them ASC and the Shareholders shall direct and use its their best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, ASC's employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of of, all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement ASC (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information Confidential Information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it the Shareholders and ASC will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above in the first sentence hereof of the obligations undertaken in this Section 7.16.3; and (iiic) that it ASC and the ----------- Shareholders will notify the other party PHC-SUB immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") ASC or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this AgreementShareholders .

Acquisition Proposals. Prior From and after the date of this Agreement and prior to the Effective Time, RELP and AIP each agree except as provided below, the Company agrees (ia) that neither of them the Company nor any of their its Subsidiaries shall, and each of them the Company shall direct and use its reasonable best efforts to cause its respective officers, General Partnerdirectors, limited partners, Trust Managers, employees, agents, affiliates employees and authorized agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.16.2; and (iiic) that it will notify the other party Parent immediately 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, it, but need not disclose the identity of the other party or the terms of its proposals; provided, however, that nothing contained in this Section 7.1 6.2 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers Company from (xi) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposalproposal in writing, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) not subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicablefinancing condition, to comply with its fiduciary duties acquire the Company pursuant to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.merger,

Acquisition Proposals. Prior to the Effective Time(a) Unless and until this Agreement shall have been terminated in accordance with its terms, RELP Coplxx xxxees and AIP each agree covenants that (iA) that neither of them it nor any of their Subsidiaries Coplxx Xxxsidiary shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, the Coplxx Xxxsidiaries) not to, directly or indirectly, initiate, solicit or encourage, directly or indirectly, knowingly encourage any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase (except as permitted under Section 7.2 hereof) of all 10% or any significant portion more of the assets or assets, any equity securities (or partnership interests of Coplxx xx any debt securities convertible into equity securities) of, such party or any of its SubsidiariesCoplxx Xxxsidiary, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iiB) that it will Coplxx xxxl immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iiiC) that it will Coplxx xxxl notify the other party Buyer immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this AgreementCoplxx.

Acquisition Proposals. Prior to From and after the Effective Timedate hereof --------------------- until the termination of this Agreement, RELP and AIP each agree (i) Heritage agrees that neither of them it nor any of their its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and each of them that it shall direct and use its reasonable best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, and its Subsidiaries' employees, agentsrepresentatives, agents or affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ) not to, directly or indirectly, initiate, solicit or encourageknowingly encourage (including by way of furnishing non- public information or assistance), directly or indirectlyfacilitate knowingly, any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involvingAcquisition Proposal (as defined in Section 8.1), or enter into or maintain or continue discussions or negotiate with any purchase person or entity in furtherance of all such inquiries or to obtain an Acquisition Proposal or agree to or endorse any significant portion Acquisition Proposal, or authorize or permit any of the assets its officers, directors or any equity securities (or any debt securities convertible into equity securities) of, such party employees or any of its SubsidiariesSubsidiaries or any investment banker, financial advisor, attorney, accountant or other than the transactions contemplated representative retained by this Agreement (any of its Subsidiaries to take any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerningaction, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) and that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will shall notify the other party immediately if any orally (within 1 business day) and in writing (as promptly as practicable, but in no event later than 2 calendar days) of such inquiries and proposals which it or proposals are received by, any such information is requested from, of its Subsidiaries or any such negotiations officer, director, employee, investment banker, financial advisor, attorney, accountant or discussions are sought other representative may receive relating to be initiated any of such matters and, if such inquiry or continued withproposal is in writing, itit shall deliver to the other party a copy of such inquiry or proposal promptly; provided, however, that nothing contained in this Section 7.1 4.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.Heritage from:

Acquisition Proposals. Prior During the period (the "Pre- Closing Covenant Period") between the date hereof and the earliest to occur of the Effective TimeClosing or the termination of this Agreement, RELP and AIP each agree (i) that neither of them nor any of their Subsidiaries shallthe Seller will not, and each of them shall direct will cause the Company and use its best efforts to cause Subsidiaries not to, and the Seller will instruct its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates and advisors or other representatives (includingincluding those of the Company and its Subsidiaries) not to, without limitation(i) solicit, initiate or encourage any proposals or offers from any person or entity relating to, or enter into (or continue) any discussions concerning, any investment bankeracquisition or purchase of all or a material amount of the assets of, attorney or accountant retained any securities of, or any merger, consolidation or business combination with, the Company or any Subsidiary (any such transaction, a "Competitive Transaction"), (ii) enter into any agreement regarding a Competitive Transaction, (iii) with respect to any effort or attempt by it any person or entity to do or seek any of the foregoing, (a) participate in any discussions or negotiations, (b) furnish to any other person or entity any confidential information with respect to the Company, any Subsidiary or the Business, or (c) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any such effort. During the Pre-Closing Covenant Period, the Seller and the Company will promptly notify the Buyer in the event of any proposal or offer in respect of a Competitive Transaction. Notwithstanding the foregoing, this Section 5.7 shall not restrict or prohibit the Seller or any its Affiliates (other than the Company or any of its Subsidiaries) from (i) providing third parties with information regarding the Seller and its Affiliates, including information which may include information relating to the Company and its Subsidiaries, in the course of taking or not taking any action with respect to a transaction solely relating to the Seller or any of its Affiliates (other than the Company or any of its Subsidiaries), as applicableor (ii) soliciting, not initiating, encouraging or considering any proposals or offers from any person or entity relating to, initiateor entering into, solicit (or encourage, directly or indirectlycontinuing) any discussions concerning, any inquiries acquisition or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion a material amount of the assets of, or any equity securities (of, or any debt securities convertible into equity securities) ofmerger, such party consolidation or business combination with, the Seller or any of its Affiliates (other than the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to the Effective Time, RELP STH and AIP PMCT each agree (ia) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partnertrust managers, limited partners, Trust Managersdirectors, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, ) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all 20% or any significant portion more of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.18.1; and (iiic) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 8.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") Trust Managers or the Board of Trust Managers Directors of such party from (xi) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors Trust Managers or Board of Trust Managers, as applicable, Directors of such party determines in good faith that such action is required for it such body to comply with its fiduciary duties to limited partners or shareholders, as applicable, shareholders imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, such body to comply with its fiduciary duties to limited partners or shareholders, as applicable, shareholders imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (yii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 8.1 shall (ix) permit any party to terminate this Agreement (except as specifically provided in Article IX 10 hereof), (iiy) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iiiz) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior Principal Shareholder agrees not to the Effective Time, RELP and AIP each agree (i) UNB agrees that neither of them nor any of their Subsidiaries shallofficers or directors shall not, and each of them Principal Shareholder and UNB agree they shall direct and use its their reasonable best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, their employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, directly or indirectly, initiate, solicit or encourage, directly or indirectly, otherwise encourage any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisitionreorganization, tender offer, exchange offershare exchange, consolidation or similar transaction involving, or any purchase of all or any significant portion substantially all of the assets of UNB or any equity securities (or any debt securities convertible into more than 10% of the outstanding equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement UNB (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal") ”). Principal Shareholder and UNB further agree that neither Principal Shareholder nor UNB nor any of their officers and directors shall, and that they shall direct and use their reasonable best efforts to cause their employees, agents and representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) . UNB agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each Acquisition Proposals. UNB agrees that it will take the necessary steps to promptly inform the individuals or entities referred to above in the foregoing sentence of the obligations undertaken in this Section 7.1; and (iii) 6.06. UNB agrees that it will notify EWBC promptly, but in no event later than the other party immediately second succeeding Business Day, if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, it; providedany of its representatives, howeverindicating, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement connection with such person or entity (which notice, the name of such party determined in good faith was required to be executed in order for Person and the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) material terms and conditions of any such discussions proposal or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementoffer.

Acquisition Proposals. Prior to the Effective TimeUnless and until this Agreement shall have been terminated in accordance with its terms, RELP Tuckxx xxxees and AIP each agree covenants (ia) that neither of them it nor any of their Subsidiaries Tuckxx Xxxsidiary shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, the Tuckxx Xxxsidiaries) not to, directly or indirectly, initiate, solicit or encourage, directly or indirectly, encourage any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all 10% or any significant portion more of the assets or any equity securities or partnership interests (or any debt securities convertible into equity securitiesincluding, without limitation, TOP Units) of, such party or Tuckxx xx any of its SubsidiariesTuckxx Xxxsidiary, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it will Tuckxx xxxl immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iiic) that it will Tuckxx xxxl notify the other party immediately Bradxxx xxxediately 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, it; providedPROVIDED, howeverHOWEVER, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP Tuckxx, xxom (the "Board of Directors"i) or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust ManagersTuckxx, as applicablexxter consultation with and based upon the advice of Mayex, determines Xxowx & Xlatx, xx another nationally recognized law firm selected by Tuckxx, xxtermines in good faith that such action is required for it the Board of Directors to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counselstockholders under applicable law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides Tuckxx xxxvides written notice to the other party to this Agreement to Bradxxx xx the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed Tuckxx xxxps Bradxxx xxxormed of the status (but not the terms) of any such discussions or negotiations; and (yii) to the extent applicable, complying with Rule 14e-2 and Rule 14a-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing Notwithstanding anything to the contrary set forth herein, nothing in this Section 7.1 shall (ix) permit any party to Tuckxx xx terminate this Agreement (except as specifically provided in Article IX 9 hereof), (iiy) except as specifically provided in Article 9 hereof, permit Tuckxx xx any party Tuckxx Xxxsidiary to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party neither Tuckxx xxx any Tuckxx Xxxsidiary shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)Proposal), or (iiiz) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to (a) None of the Effective Time, RELP and AIP each agree (i) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it Company or any of its SubsidiariesSubsidiaries shall (whether directly or indirectly through Affiliates, directors, officers, representatives or other intermediaries), as applicable, not to, initiate, solicit or encourage, nor shall (directly or indirectly, any inquiries ) the Company authorize or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or permit any of its Subsidiariesor their officers, directors, representatives or other intermediaries or Subsidiaries to, (i) solicit, initiate or take any action to facilitate or encourage the submission of inquiries, proposals or offers from any Person (other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"Parent) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an any Acquisition Proposal, or otherwise facilitate agree to or endorse any effort or attempt to make or implement an Acquisition Proposal; (ii) that enter into any agreement to (x) facilitate or consummate, any Acquisition Proposal, (y) approve or endorse any Acquisition Proposal or (z) in connection with any Acquisition Proposal, require it will to abandon, terminate or fail to consummate the Merger; (iii) enter into or participate in any discussions or negotiations in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal, or furnish to any Person any information with respect to its business, properties or assets in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal; or (iv) agree to resolve or take any of the actions prohibited by clause (i), (ii) or (iii) of this sentence. The Company shall immediately cease cease, and cause its representatives and other intermediaries to be terminated immediately cease, any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take shall demand the necessary steps to inform the individuals return or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) destruction of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically information previously provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during such activities, discussion, or negotiations. For purposes of this Section 7.5, the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement."

Acquisition Proposals. Prior Xxxxx and the Shareholders agree that from and after the date of this Agreement until the earliest to occur: (a) the Effective TimeDate or (b) termination of this Agreement as provided in Article XVII herein; no Shareholder nor Xxxxx, RELP and AIP each agree (i) that neither of them nor any of their Subsidiaries its officers and directors shall, and each of them the Shareholders and Xxxxx shall direct and use its their best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, Xxxxx'x employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement Xxxxx (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it the Shareholders and Xxxxx will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1foregoing; and (iiic) that it the Shareholders and Xxxxx will notify the other party LCNB immediately if any such inquiries or proposals are Acquisition Proposal is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") Xxxxx or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this AgreementShareholders.

Acquisition Proposals. Prior to From the Effective Timedate of this Agreement until the Closing Date or, RELP if earlier, the termination of this Agreement, (x) Sellers will not, and AIP each agree will cause the Acquired Companies and the Sellers’ and the Acquired Companies’ respective Representatives not to: (i) that neither of them nor any of their Subsidiaries shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not tosolicit, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") entertain or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore person (whether such discussions or negotiations are initiated by them or otherwise), or solicit proposals from any person, other than Buyer, Parent and their respective Subsidiaries and its and their respective Representatives (collectively, the “Buyer Parties”), with respect to (a) any purchase, sale or other disposition of a material portion of the business or assets of the Acquired Companies, (b) any issuances, sales or other dispositions of equity interests in the Acquired Companies (other than equity interests in a joint venture formed on or after the date hereof), (c) any mergers, acquisitions, consolidations or similar business combination transactions involving the Acquired Companies, or (d) any other transactions the purpose or effect of which would be to prevent the Transaction (each of the foregoing and each will take defined as an “Alternative Transaction”); (ii) provide any information with respect to the necessary steps Acquired Companies to inform the individuals any person, other than a Buyer Party, in connection with an Alternative Transaction; or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the enter into any agreement (whether or not binding or definitive) with any person, other party immediately if any such inquiries than a Buyer Party, concerning or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought relating to be initiated or continued with, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiationsAlternative Transaction; and (y) if Sellers, the Acquired Companies or any of their respective Representatives receives any unsolicited offer, proposal, communication or expression of interest regarding an Alternative Transaction or engages in any negotiations or discussions relating to an Alternative Transaction (in each case other than from a Buyer Party), Sellers shall notify Buyer and Parent of such fact (to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard known to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereofthem), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior (a) Notwithstanding anything to the Effective Timecontrary contained in this Agreement, RELP during the period beginning on the date of this Agreement and AIP each agree continuing until 11:59 p.m. New York City time on the thirty-fifth (i35th) that neither calendar day after the date of them nor any of their Subsidiaries shallthis Agreement (the “Solicitation Period End Date”), the Company (and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it the Company Board or any of its Subsidiaries)committee thereof, as applicable, not including the Special Committee) and the Company Subsidiaries and their respective Representatives shall have the right to, initiate, solicit or encourage, directly or indirectly: (i) initiate, solicit, facilitate, whether publicly or otherwise, and encourage any inquiries Acquisition Proposal or the making any inquiry, discussion offer or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involvingrequest that constitutes, or any purchase of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred could reasonably be expected to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data lead to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) provide access to non-public information to any Person pursuant to an Acceptable Confidentiality Agreement executed by the Person receiving such non-public information (provided that it any information regarding any Ground Lease will immediately cease have the ground owner information redacted); (iii) grant a waiver of or terminate any “standstill” or similar obligation of any Third Party with respect to the Company and cause the Company Subsidiaries solely to the extent necessary to permit such Third Party to make or amend an Acquisition Proposal or otherwise engage with the Company in discussions regarding an Acquisition Proposal or a proposal that could reasonably be terminated expected to lead to an Acquisition Proposal; and (iv) engage or enter into, continue or otherwise participate in any existing activities, discussions or negotiations with any parties conducted heretofore Persons or groups of Persons with respect to any of the foregoing and each will take the necessary steps to inform the individuals Acquisition Proposal or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately if any such inquiries otherwise cooperate with, or proposals are received byassist or participate in, or facilitate, any such information is requested frominquiries, or any such negotiations or discussions are sought to be initiated or continued withproposals, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, or any person effort or entity that makes an unsolicited bona fide attempt to make any Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior to the Effective Time(a) Unless and until this Agreement shall have been terminated in accordance with its terms, RELP Xxxxxx agrees and AIP each agree covenants that (iA) that neither of them it nor any of their Subsidiaries Xxxxxx Subsidiary shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its the Xxxxxx Subsidiaries), as applicable, ) not to, directly or indirectly, initiate, solicit or encourage, directly or indirectly, knowingly encourage any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase (except as permitted under Section 7.2 hereof) of all 10% or any significant portion more of the assets or assets, any equity securities (or partnership interests of Xxxxxx or any debt securities convertible into equity securities) of, such party or any of its SubsidiariesXxxxxx Subsidiary, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iiB) that it Xxxxxx will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iiiC) that it Xxxxxx will notify the other party Buyer immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this AgreementXxxxxx.

Acquisition Proposals. Prior to the Effective TimeClosing Date, RELP Drever, AOFII and AIP AOF each agree (ia) that neither none of them nor any of their Subsidiaries affiliates shall, and each of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managersdirectors, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, affiliates) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion (which, for purposes of this Section 6.1 shall mean Partnership Properties having an aggregate Property Value of 20% or more of the aggregate Property Value of all Partnership Properties) of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party entity, any Partnership or any of its Subsidiariestheir affiliates, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.16.1; and (iiic) that it will notify the other party Walden immediately if any such xxx xuch 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, it; provided, however, that nothing contained in this Section 7.1 6.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers Drever from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity Person that makes an unsolicited bona fide Superior Acquisition ProposalProposal (as defined below), if, and only to the extent that, (Ai) the Board Boards of Directors or Board of Trust ManagersDrever, as applicable, determines AOFII and/or AOF determine in good faith that such action is required for it Drever, AOFII or AOF, as applicable, to comply with its fiduciary duties to limited the partners of the Partnerships under, or shareholdersotherwise violate, as applicable, imposed by applicable law as advised by counsel, (Bii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entityPerson, such party Drever provides written notice to the other party to this Agreement Walden to the effect that it is xxxx Drever, AOFII and/or AOF are furnishing information to, or entering into discussions with, such person Person except to the extent that the Boards of Directors of Drever, AOFII and/or AOF, as applicable, determine in good faith that any such action would violate such Boards' fiduciary duties under, or entityotherwise violate, applicable law, and (Ciii) subject to any confidentiality agreement with such person or entity Person (which such party Drever determined in good faith was required to be executed in order for the Board of Directors or Board of Trust ManagersDrever, as applicable, AOFII and/or AOF to comply with its fiduciary duties to limited the partners or shareholders, as applicable, of the Partnership imposed by law as advised by counsel), such party Drever keeps the other party to this Agreement informed Walden reasonablx xxxxrmed of the status (but not the terms) of any such discussions or negotiations; and (y) negotiations except to the extent that the Boards of Directors of Drever, AOFII and/or AOF, as applicable, complying with Rule 14e-2 promulgated under determine in good faith that any such action would violate such Boards' fiduciary duties under, or otherwise violate, applicable law. A "Superior Acquisition Proposal" means a bona fide Acquisition Proposal made by a third party and which a majority of the members of the Board of Directors of Drever, AOFII and/or AOF, as applicable, determines in good faith (a) to be more favorable to the Interestholders than the Exchange Act with regard to an Acquisition ProposalOffer and (b) is reasonably capable of being consummated. Nothing in this Section 7.1 6.1 shall (ix) permit any party to terminate this Agreement (except as specifically provided for in Article IX 8 hereof), (iiy) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person Person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iiiz) affect any other obligation of any party under this Agreement.. 2 Conduct of Business. (a) Prior to the Closing Date, except as contem- plated by this Agreement, unless Walden or Drever, as xppropriate, has consented in writing thereto, WDOP, on the one hand, and Drever, AOFII or AOF, as general partners of the Partnerships, on the other hand: (i) Shall use their reasonable efforts to preserve intact, in all material respects, their business operations and goodwill and the business operations and goodwill of the Partnerships; (ii) Shall confer on a regular basis with one or more representatives of the other to report operational matters of materiality and, subject to Section 6.1 hereof, any proposals to engage in material transactions; and (iii) Shall promptly notify the other of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of their businesses or in the operation of their properties, any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation, warranty, covenant or agreement contained herein. (b) Prior to the Closing Date, unless Walden has xonsented (such consent not to be unreasonably withheld or delayed) in writing thereto, each of Drever, AOF and AOFII, as general partners of the Partnerships, agrees to cause each of the Partnerships to: (i) Conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) Not amend its partnership agreement or other charter documents; (iii) Not issue any additional Inter- ests, provided that the foregoing shall not prohibit the transfer of Interests outstanding on the date hereof or the fulfillment of the obligations disclosed on Schedule 4.5 hereto; (iv) Not declare, set aside or pay any distribution or payment with respect to, or directly or indirectly redeem, purchase or otherwise acquire, any Interests or make any commitment for any such action, except in the ordinary course of business and pursuant to the terms of its partnership agreement; (v) Not sell or otherwise dispose of (A) any Partnership Properties or (B) any of its other assets which are material, individually or in the aggregate; (vi) Not make any loans, advances or capital contributions to, or investments in, any other Person other than in the ordinary course of business consistent with past practice; (vii) Not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent financial statements (or the notes thereto) of such Partnership or incurred in the ordinary course of business consistent with past practice; (viii) Not enter into any commitment which individually may result in total payments or liability by or to it in excess of $25,000 in the case of any one commitment or in excess of $100,000 for all commitments other than commitments entered into in the ordinary course of business; (ix) (A) Until the Closing, continue the operation of the Partnership Properties owned by it in the normal and usual manner consistent with past practice, not remove any material fixtures, furnishings, equipment or personalty therefrom, except for repair or replacement or otherwise in the ordinary course of business consistent with past practice, and manage, operate, maintain, repair and redecorate the Partnership Properties owned by it in the ordinary course of business consistent with past practice and in accordance with such Partnership's 1997 capital expenditures budget, as previously provided to Walden, in such mannex as to maintain such Partnership Properties in no less satisfactory condition than the same exists as of the date hereof; and (B) Maintain all rental units (other than "models") included in the Partnership Properties owned by it in "market ready" rentable condition as of the Closing Date; provided, however, that Walden and WDOP acknoxxxxxx that rental units that are vacated within five (5) business days prior to the Closing Date will be in varying conditions of make-ready for leasing, as is ordinary in the Partnership's course of business; and (x) Within forty-five (45) days following the end of any fiscal quarter ending prior to the Closing Date, deliver to Walden the unaudited balance sheet of each of the Partnerships for such quarter and the related statements of operations, partners' capital and cash flows for such period. (c) Prior to the Closing Date, unless Drever has consented (such consent not to be unreasonably withheld or delayed) in writing thereto, each of Walden and WDOP: (i) Shall, and shall cause each of its affiliates to, conduct their operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) Shall not amend its articles of incorporation, bylaws, partnership agreement or other charter document, as the case may be; (iii) Shall not (A) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights (including Walden's existing divxxxxx xxinvestment plan and stock option plans) existing on the date hereof, or as otherwise required by this Agreement or the Contribution Agreement), issue any shares of its capital stock, effect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction, (B) amend any employment agreement with any of its present or future officers or directors, or (C) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan); (iv) Shall not (A) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, except that Walden may pay a dividend not to exceed $.4825 per share of Common Stock, $.5725 per share of Walden's 9.16% Series A Cumulative Redeemable Preferred Stock and 9.16% Series B Cumulative Redeemable Preferred Stock and $.575 per share of Walden's 9.20% Senior Preferred Stock for the second and third calendar quarters of 1997 and any other dividend or distribution necessary for Walden to maintain its ability to qualify to be taxed as a REIT under the Code, or (B) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based employee benefit plans of Walden, directly or ixxxxxxtly redeem, purchase or otherwise acquire any shares of its capital stock or partnership interests, as the case may be, or capital stock or partnership interests, as the case may be, of any of its affiliates, or make any commitment for any such action; (v) Shall not, and shall not permit any of its affiliates to, sell or otherwise dispose of any of its assets which are material, individually or in the aggregate; (vi) Shall not, and shall not permit any of its respective affiliates to, make any loans, advances or capital contributions to, or investments in, any unaffiliated third party other than in connection with the sale of properties; (vii) Shall not, and shall not permit any of its affiliates to, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of Walden included in Waxxxx'x Form 10-K fox xxx fiscal year ended December 31, 1996 or incurred in the ordinary course of business consistent with past practice; (viii) Shall not, and shall not permit any of its respective affiliates to, enter into any commitment which, individually or in the aggregate, may result in total payments or liabilities by or to it in excess of $1,000,000 other than in the ordinary course of business; and (ix) Shall not, and shall not permit any of its respective affiliates to, enter into any commitment with any officer, director or affiliate of Walden, except in the xxxxxary course of business. 3

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (ia) The Company agrees that neither of them it nor any of their Subsidiaries its officers and directors shall, and each of them the Company shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates employees and representatives Representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), as applicable, accountant) not to, initiate, solicit or encourage, directly or indirectly, any inquiries inquiries, discussions, negotiations or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders of the Company) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction transaction, other than pursuant to this Agreement, involving, or any purchase of all or any significant portion of the properties and assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it . The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each shall make all reasonable efforts to enforce any confidentiality agreements to which it is a party. The Company will take the necessary steps to inform the appropriate individuals or entities referred to above in the first sentence hereof of the obligations undertaken in this Section 7.1; and (iii) that it 7.5. The Company will notify the other party Recap immediately 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 withwith the Company, it; provided, however, that nothing contained in this Section 7.1 shall prohibit including setting forth the Board of Directors material terms of the General Partner proposal and the identity of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, ifparty making such proposal, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed Company shall promptly notify Recap of the status (but not and any material developments concerning the terms) same, including furnishing copies of any such discussions written inquiries or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementproposals.

Acquisition Proposals. Prior to the Effective Time, RELP and AIP each agree (ia) The Company agrees that neither of them it nor any of their Subsidiaries its officers and directors shall, and each of them that the Company shall direct and use its best reasonable efforts to cause ensure that its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates agents and representatives (includingincluding Seven Hills Partners LLC or any other investment or merchant banker, without limitation, any investment bankerfinancial advisor, attorney or accountant retained by it or any of its Subsidiaries), as applicable, not to, initiate, solicit or encourageit) do not, directly or indirectly, (1) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries or the making or implementation of any proposal or offer with respect to, or a transaction to effect, or that would reasonably be expected to lead to, (includingA) a merger, without limitationreorganization, share exchange, consolidation, business combination, joint venture, sale of assets not sold in the ordinary course, recapitalization, liquidation, dissolution or similar transaction involving the Company, (B) any issuance by the Company of 5% or more of the Company Capital Shares, or (C) acquisition by any means of, or tender or exchange offer for, the Company Common Shares that, if consummated, would result in any Person (or the shareholders of such Person) beneficially owning securities representing more than 20% of the issued and outstanding Company Common Shares or other security of the Company (any such proposal, offer or transaction, other than a proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation made by Parent or similar transaction involvingan Affiliate thereof, or any purchase announcement of all or any significant portion of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (an intention to make any such proposal proposal, offer or offer being hereinafter referred to as transaction, an "“Acquisition Proposal"”), (2) enter into, continue or engage otherwise participate in any discussions or negotiations concerning, regarding or provide furnish to any Person any confidential or non-public information or data to, or have to any discussions with, any person Person relating to an Acquisition Proposal, or engage, or otherwise participate, in any negotiations concerning an Acquisition Proposal, or grant access to its properties, books and records or personnel in connection with any Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; , including, for the avoidance of doubt, granting access to the Company’s bank and financial statements and records, properties or personnel, (ii3) that it will immediately cease and cause approve or recommend, or propose publicly to be terminated approve or recommend, any existing activitiesAcquisition Proposal, discussions (4) approve or negotiations with recommend, or propose to approve or recommend, or execute or enter into, any parties conducted heretofore with respect letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing and each will take the necessary steps related to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, ifor (5) terminate, and only to the extent thatrelease, (A) the Board of Directors or Board of Trust Managersamend, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information towaive, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to modify any provision of any confidentiality agreement with such person related to a business combination involving the Company or entity any standstill or similar agreement to which the Company is a party (which such party determined in good faith was required or fail to be executed in order for take reasonable measures to enforce the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) provisions of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereofagreement), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior (a) Notwithstanding anything to the Effective Timecontrary contained in this Agreement, RELP during the period beginning on the date of this Agreement and AIP each agree continuing until 12:01 a.m. (New York time) on the 41st day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its subsidiaries and Affiliated Entities and their respective directors, officers, employees, consultants, agents, financial advisors, investment bankers, attorneys, accountants and other advisors, Affiliates or representatives (collectively, “Representatives”) shall have the right to (i) initiate, solicit, facilitate and encourage any inquiry or the making of any proposal or offer that neither of them nor any of their Subsidiaries shallcould constitute an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and each of them affording access to the business, properties, assets, books, records and personnel of, the Company and its subsidiaries and Affiliated Entities to any Person (and its Representatives, including potential financing sources) pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall direct provide to Parent and use its best Merger Sub any material non-public information or data that is provided to any Person given such access that was not previously made available to Parent or Merger Sub prior to or substantially concurrently with the time it is provided to such Person (and in any event within twenty-four hours), and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons (and their respective Representatives, including potential financing sources) with respect to any Acquisition Proposals (or inquiries, proposals or offers or other efforts that could lead to cause its respective officersan Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, General Partnerproposals, limited partnersoffers, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, any investment banker, attorney discussions or accountant retained by it negotiations or any effort or attempt to make any Acquisition Proposals, including granting a limited waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for a confidential Acquisition Proposal or amendment to a confidential Acquisition Proposal to be made to the Company or the Board of its Subsidiaries), as applicable, not to, initiate, solicit or encourageDirectors of the Company (such limited waiver to include an express acknowledgement by the parties thereto that under no circumstances will such restricted Person(s) be permitted to acquire, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion securities of the assets or any equity securities (or any debt securities convertible into equity securities) of, such party Company or any of its Subsidiaries, other than subsidiaries or Affiliated Entities prior to the transactions contemplated by valid termination of this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerningaccordance with Section 8.1). No later than one Business Day after the No-Shop Period Start Date, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 Company shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) notify Parent in writing of the Board identity of Directors or Board each Person from whom the Company received a written Acquisition Proposal after the execution of Trust Managers, as applicable, determines in good faith that such action is required for it this Agreement and prior to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counselthe No-Shop Period Start Date, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to provide Parent a list identifying each Excluded Party as of the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, No-Shop Period Start Date and (C) subject provide to any confidentiality agreement with such person or entity Parent (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the termsx) a copy of any such discussions Acquisition Proposal made in writing and any other written terms or negotiations; proposals provided (including financing commitments) to the Company or any of its subsidiaries or Affiliated Entities in connection with any Acquisition Proposal and any material modifications thereto and (y) to a written summary of the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit material terms of any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement not made in writing (it being agreed that during the term of this Agreement, no party shall enter into including any agreement with material terms proposed orally or supplementally and any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary formmaterial modifications thereto)), or (iii) affect any other obligation of any party under this Agreement.

Acquisition Proposals. Prior Except in the furtherance of the --------------------- transactions contemplated hereby, prior to the Effective TimeDate, RELP each of SPC and AIP each agree the Controlling Shareholders agrees that (i) that neither of them SPC, the Controlling Shareholders nor any of their Subsidiaries respective affiliates shall, and each of them SPC and the Controlling Shareholders shall direct and use its and his best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives his Representatives (including, without limitation, any investment banker, attorney or accountant retained by it and him or any of its Subsidiaries), as applicable, and his Affiliates) not to, directly or indirectly, initiate, solicit or encourage, directly or indirectly, encourage any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) ), with respect to a any merger, acquisition, tender offerconsolidation, exchange offershare exchange, consolidation business combination or similar other transaction involving, or any purchase which would result in, (A) the acquisition of all or any significant portion a majority of the assets or any outstanding equity securities of SPC, (B) the issuance by such party, in a single transaction or any debt a series of related transactions, of equity securities convertible into which would represent, following issuance, a majority of the outstanding equity securitiessecurities of SPC, or (C) of, the acquisition of a majority of the consolidated assets of such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") ), or engage in any -------------------- negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (ii) that it will shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing foregoing, and each will it shall take the necessary steps to inform the individuals or entities referred to above any such parties of the obligations undertaken in this Section 7.18.3; and (iii) that it will shall notify the other party DPRC immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") it or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementhim.

Acquisition Proposals. Prior to Until the Effective TimeTime or earlier termination of this Agreement pursuant to Article IX and except as provided in Section 5.2, RELP and AIP each agree (i) that neither of them Parent nor the Company will, nor will they permit any of their Subsidiaries shallto, and each nor will they authorize or permit any officer, director or employee of them shall direct and use its best efforts to cause its respective officers, General Partner, limited partners, Trust Managers, employees, agents, affiliates and representatives (including, without limitation, or any investment banker, attorney attorney, accountant or accountant retained by it other advisor or representative of, Parent or the Company, respectively, or any of its Subsidiaries), as applicable, not their Subsidiaries to, initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any Acquisition Proposal. “Acquisition Proposal” means an inquiry, offer or proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or regarding any purchase of all or any significant portion of the assets or any equity securities following (or any debt securities convertible into equity securities) of, such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement Agreement) involving Parent, Merger Sub, the Company or any of their respective Subsidiaries: (w) any such proposal merger, consolidation, share exchange, recapitalization, business combination or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposalother similar transaction; (iix) that it will immediately cease any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of such party and cause its Subsidiaries, taken as a whole, in a single transaction or series of related transactions; (y) any tender offer or exchange offer for 20% or more of such party’s outstanding shares or the filing of a registration statement under the Securities Act in connection therewith; or (z) any public announcement of a proposal, plan or intention to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to do any of the foregoing and each will take the necessary steps or any agreement to inform the individuals or entities referred to above engage in any of the obligations undertaken in this Section 7.1; and (iii) that it will notify the other party immediately 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, it; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the General Partner of RELP (the "Board of Directors") or the Board of Trust Managers from (x) 19 furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the Board of Directors or Board of Trust Managers, as applicable, determines in good faith that such action is required for it to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors or Board of Trust Managers, as applicable, to comply with its fiduciary duties to limited partners or shareholders, as applicable, imposed by law as advised by counsel), such party keeps the other party to this Agreement informed of the status (but not the terms) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1 shall (i) permit any party to terminate this Agreement (except as specifically provided in Article IX hereof), (ii) permit any party to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form)), or (iii) affect any other obligation of any party under this Agreementforegoing.