Common use of No Solicitations Clause in Contracts

No Solicitations. From and after the Closing Date, the Securities Administrator agrees that it will not take any action to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administrator.

No Solicitations. From Each Stockholder and after its affiliates ---------------- (other than the Closing Date, Company and its subsidiaries will immediately cease any existing discussions or negotiations with any third parties conducted prior to the Securities Administrator date hereof with respect to any Acquisition Proposal. Each Stockholder agrees that it will not, and will use its best efforts to cause such affiliates not take to, directly or indirectly, solicit, initiate or knowingly encourage inquiries or proposals that constitute, or could reasonably be expected to lead to an Acquisition Proposal or engage in negotiations or discussions concerning to, or provide any action confidential information relating to, any Acquisition Proposal or agree to personallyapprove or recommend or participate in any Acquisition Proposal or sell, by telephone transfer or mailotherwise dispose of any Shares or participation in any Acquisition Proposal (other than pursuant to this Agreement or the Merger Agreement). Each Stockholder agrees that it or any of such affiliates will promptly advise Parent of, solicit and communicate to Parent the Mortgagor under terms of, any Mortgage Loan for such inquiry or proposal it or any purpose; provided howeverof such affiliates may receive, that and will promptly advise Parent if it or any of such affiliates provides any such information to any such person. Without limiting the foregoing, it is understood and agreed that promotions undertaken by the Securities Administrator (or its affiliates) which are directed at customers any violation of the Securities Administrator (restrictions set forth in the preceding sentence by an investment banker, financial advisor, attorney, accountant or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor other representative or agent of any Stockholder shall be deemed to be a Mortgagorviolation of this Section 8 by such Stockholder. In addition, during the Trustee agrees that it will not provide to any third-party, including any Affiliate period from the date of this Agreement through the Trustee, any information, including, but not limited toEffective Time, the names Stockholders shall not terminate, amend, modify or waive any provision of any Mortgagors confidentiality or standstill agreement relating to the addresses Company to which it or any of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreementits affiliates is a party. In additionDuring such period, the Securities Administrator agrees that it will not provide Stockholders shall, and shall cause the Company to any third-partyenforce, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any fullest extent permitted under applicable law, rule or regulationthe provisions of any such agreement, (B) including by seeking to obtain injunctions to prevent any government agency or regulatory body having or claiming authority breaches of such agreements and to regulate or oversee enforce specifically the terms and provisions thereof in any respects court of the Trustee’s business United States of America or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee state having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administratorjurisdiction.

No Solicitations. From (a) Except for discussions, negotiations and due diligence with DJ Limited ("DJL") and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, from and after the Closing Datedate of this Agreement until the Effective Time or termination of this Agreement pursuant to Article XII, the Securities Administrator agrees that it Company and its Subsidiaries will not take any action to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17not, nor is the Securities Administrator prohibited from responding to unsolicited requests will they authorize or inquiries made permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by a Mortgagor or agent any of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited them to, the names of any Mortgagors directly or the addresses of any Mortgaged Propertiesindirectly, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure solicit, initiate, encourage or induce the making, submission or announcement of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties heretoAcquisition Proposal, (ii) disclosure participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prohibit or restrict the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited (from and after the date of this Agreement) Superior Offer. The Company shall provide Parent with a copy of any correspondence to be delivered by the Company in connection with such Superior Offer prior to sending such correspondence to any third party (but not any attachments thereto previously provided by the Company to Parent in connection herewith). Except for discussions, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, the Company and its Subsidiaries will immediately cease any and all information (A) if required existing activities, discussions or negotiations with any parties conducted heretofore with respect to do so any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any applicable lawofficer, rule director or regulationemployee of the Company or any of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.03 by the Company. (Bb) In addition to the obligations of the Company set forth in paragraph (a) of this Section 4.03, the Company as promptly as practicable shall advise Parent orally and in writing of any government agency Acquisition Proposal or regulatory body having any request for non-public information or claiming authority inquiry which the Company reasonably believes would lead to regulate an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal, request or oversee inquiry, and the identity of the person or group making any such Acquisition Proposal, request or inquiry. The Company will keep Parent informed as promptly as practicable in all material respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request status of any courtsuch Acquisition Proposal, regulatory authority, arbitrator request or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administratorinquiry.

No Solicitations. (a) From and after the Closing Datedate hereof, PSNC (i) shall not, nor shall it permit any of the Securities Administrator agrees that PSNC Subsidiaries to, nor shall it will not authorize or permit any of its Representatives to, directly or indirectly, (A) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to personallyfacilitate, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) inquiries or the public generally, making of any offer or proposal (including, without limitation, mass mailings based any offer or proposal to its shareholders) which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any third party or (B) engage in any discussions or negotiations or furnish any confidential information or data to any person or group relating to any Acquisition Proposal and (ii) shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Acquisition Proposal; provided, however, that if, at any time prior to the date on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is which the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In additionPSNC Shareholders' Approval has been obtained (the "Applicable Period"), the Trustee agrees that it will not provide to any third-party, including any Affiliate Board of the Trustee, any information, including, but not limited to, the names Directors of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit PSNC (i) disclosure determines in good faith, based upon the advice of any outside counsel with respect to such Board's fiduciary duties under applicable law with respect to the Acquisition Proposal, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to the PSNC shareholders under applicable law and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure concludes in good faith (after consultation with its financial advisors) that the person or group making such Acquisition Proposal will have adequate sources of any financing to consummate such Acquisition Proposal and all information (A) that such Acquisition Proposal, if required consummated as proposed, would be more favorable to do so the PSNC shareholders than the Mergers, PSNC may, in response to an Acquisition Proposal which was not solicited by any applicable lawit or which did not otherwise result from a breach of this Section 7.10(a), rule or regulationand subject to providing prior written notice of its decision to take such action to SCANA in compliance with Section 7.10(b), (Bi) furnish to such third party information with respect to itself and its business, properties and assets pursuant to a customary confidentiality agreement on terms not in the aggregate materially more favorable to such third party than the terms contained in the Confidentiality Agreement and (ii) engage in discussions or negotiations regarding such Acquisition Proposal. As used herein, "Acquisition Proposal" shall mean any government agency proposal or regulatory body having offer (other than by another party hereto) for a tender or claiming authority exchange offer, merger, consolidation or other business combination involving PSNC or any of its material Subsidiaries or any proposal to regulate acquire in any manner, directly or oversee any respects indirectly, 10% or more of the Trustee’s business shares of capital stock in or that a substantial portion of the assets of PSNC or any of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administratormaterial Subsidiaries.

No Solicitations. From and after the Closing Date(i) The Company shall not, the Securities Administrator agrees that nor shall it will not permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (A) to solicit, initiate or encourage, or take any other action to personallyfacilitate (including by way of furnishing information), by telephone any inquiries or mailthe making of any proposal which constitutes, solicit or may reasonably be expected to lead to, any Takeover Proposal (as hereinafter defined) (other than disclosures permitted under Section 5.1.3(v) and the Mortgagor issuance of press releases and the filing or furnishing of documents with the SEC, in each case as permitted under Section 9.11), or (B) to participate in any Mortgage Loan for discussions or negotiations regarding any purposeTakeover Proposal; provided provided, however, that (1) the Company may in response to a Takeover Proposal, request clarifications from (but not, in reliance on this subsection (1), enter into negotiations with) any third party which makes such Takeover Proposal if such action is taken solely for the purpose of obtaining information reasonably necessary for the Company to ascertain whether such Takeover Proposal is a Favorable Third Party Proposal (as defined below) and (2) the Company may, in response to any proposal which constitutes a Favorable Third Party Proposal (as defined below), (A) furnish information with respect to it and its Subsidiaries to any Person pursuant to a customary evaluation agreement, the benefits of the terms of which, if more favorable than the Evaluation Agreement (as defined below), shall be extended to Acquiror, and (B) negotiate or otherwise engage in substantive discussions with, the party making such proposal, if the Company Board determines in good faith by a majority vote, based on the advice of its outside legal counsel, there is understood a reasonable basis to conclude that such action is required for it to comply with its fiduciary duties. (ii) Immediately after the execution and agreed that promotions undertaken delivery of this Agreement, the Company will, and will cause its Subsidiaries and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Takeover Proposal. (iii) Subject to this Section 5.1.3, neither the Company, the Company Board nor any committee thereof shall (A) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Acquiror, the approval or recommendation by the Securities Administrator (Company Board or its affiliates) which are directed at customers such committee of the Securities Administrator adoption and approval of the matters to be considered at the Special Stockholders Meeting, (B) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal, or (C) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an “Acquisition Agreement”) related to any Takeover Proposal; provided that (x) actions taken by the Company Board in accordance with the proviso to Section 5.1.3(i) shall not be deemed to be a withdrawal or modification of its affiliatesapproval or recommendation of the Merger and the matters to be considered at the Special Stockholders Meeting and (y) a “stop-look-and-listen” communication of the nature contemplated in Rules 14d-9(f) under the Exchange Act with respect to an unsolicited tender offer or the public generally, includingexchange offer that constitutes a Takeover Proposal, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisementsmore, shall not constitute solicitations be deemed to be any such withdrawal or modification if, within the period contemplated by Rule 14e-2 under this Section 8.17the Exchange Act, nor is the Securities Administrator prohibited from responding to unsolicited requests Company Board shall publicly confirm such approval and recommendation and recommend against the acceptance of such tender offer or inquiries made exchange offer by the stockholders of the Company. Notwithstanding the foregoing, in the event that the Company Board determines in good faith by a Mortgagor majority vote, based on the advice of its outside legal counsel, that there is a reasonable basis for its determination that such action is required for it to comply with its fiduciary duties with respect to a Favorable Third Party Proposal, then the Company Board may (1) withdraw or agent modify its approval or recommendation of the Merger and the adoption and approval of the matters to be considered at the Special Stockholders Meeting, (2) approve or recommend the Favorable Third Party Proposal and/or (3) after the third business day following the Company’s written notice to Acquiror that specifies the material terms and conditions of the Favorable Third Party Proposal, terminate this Agreement (and concurrently with such termination, if it so chooses, cause the Company to enter into any Acquisition Agreement with respect to the Favorable Third Party Proposal). (iv) As used in this Agreement, “Takeover Proposal” means any written proposal from a Mortgagor. In addition, the Trustee agrees that it will not provide credible third party relating to any third-party, including any Affiliate direct or indirect acquisition or purchase of 20% or more of the Trusteeassets of the Company and its affiliates, taken as a whole, or 20% or more of any class or series of equity securities of the Company or any of its Subsidiaries, any informationtender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of the combined voting power of Company Common Shares, includingor any merger, but not limited toconsolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the names Company or any of its Subsidiaries in which the other party thereto or its stockholders or members will own 20% or more of the combined voting power of the acquired entity resulting from any Mortgagors or such transaction, other than the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise transactions contemplated by this Agreement. In additionAs used in this Agreement, the Securities Administrator agrees that it will not provide “Favorable Third Party Proposal” means a written proposal from a credible third party relating to any third-party, including any Affiliate direct or indirect acquisition or purchase of 50% or more of the Securities Administratorassets of the Company and its subsidiaries, information that includes the names taken as a whole, or social security numbers 50% or more of any Mortgagors class or series of equity securities of the addresses Company or any of its subsidiaries, any Mortgaged Propertiestender offer or exchange offer that if consummated would result in any Person beneficially owning 50% or more of the combined voting power of Company Common Shares, related or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries in which the other party thereto or its stockholders will own 50% or more of the combined voting power of the acquired entity resulting from any such transaction, and otherwise on terms which the Company Board determines in its good faith judgment (based on the advice of the Company Financial Advisor or another financial advisor of nationally recognized reputation and considering any modifications to this Agreement proposed by Acquiror), taking into account legal, financial, regulatory and other aspects of the proposal deemed appropriate by the Company Board, to be at a higher price or financial value per Company Common Share than the Merger (taking into account any Mortgagor or Mortgage Loan, except as otherwise contemplated amendments to this Agreement proposed by this Agreement. Notwithstanding anything herein Acquiror in response to the contrary, receipt by Acquiror of the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (Bproposal) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the TrusteeCompany’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administratorstockholders.

No Solicitations. (a) From and after the Closing Datedate hereof, PLC shall not, and shall cause each of its Affiliates, and its and their respective officers, directors, employees, agents, advisors or other representatives (each a “Representative”) not to, directly or indirectly, (i) solicit, initiate or knowingly encourage the Securities Administrator agrees that it will not take submission of any action Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to personallyany Person any non-public information with respect to, by telephone any Proposal or mailAlternative Transaction, solicit the Mortgagor under any Mortgage Loan for any purposeother than with Purchaser; provided provided, however, that it is understood and agreed that promotions undertaken to the extent required by the Securities Administrator fiduciary obligations of PLC, as determined in good faith by PLC following consultation with outside counsel, PLC may participate in discussions or negotiations, furnish information (pursuant to a confidentiality agreement in customary form), or enter into any agreement with respect to a Control Transaction so long as PLC takes all actions reasonably necessary to ensure a Person who enters into a Control Transaction is obligated to honor all of Sellers’ obligations hereunder. PLC shall promptly inform Fortis if PLC or any of its Representatives receives a Proposal or any inquiry regarding a Proposal unless such Proposal is for a Control Transaction and to disclose such Proposal would, as determined in good faith by PLC following consultation with outside counsel, violate the fiduciary obligations or an applicable confidentiality agreement of PLC. Prior to PLC informing Purchaser if it or any of its Representatives receives a Proposal or any inquiry regarding a Proposal, Fortis, on behalf of itself and its Affiliates, shall enter into a reasonable and customary confidentiality agreement with PLC regarding such Proposal. (b) For purposes of this Agreement: (i) “Proposal” means any oral or written proposal or offer from any Person relating to an Alternative Transaction; and (ii) “Alternative Transaction” means any (A) direct or indirect acquisition or purchase of any equity securities of, or other equity interest in, any of the Companies that if consummated would result in any Person beneficially owning (or its affiliateshaving the right to acquire) which are directed at customers any equity securities of, or any equity interest in, any of the Securities Administrator Companies or, (or its affiliatesB) or merger, consolidation, business combination, sale of a material portion of the public generally, assets (including, without limitation, mass mailings based on commercially acquired mailing listsby means of any reinsurance or renewal rights transaction), and newspaperliquidation, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests dissolution or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to similar transaction involving any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors Companies or the addresses Business or (C) other transaction the consummation of any Mortgaged Propertieswhich could reasonably be expected to materially impede, related to any Mortgagor interfere with, prevent or Mortgage Loan, except as otherwise materially delay the transactions with Purchaser contemplated by this Agreement. In addition, Agreement or which could reasonably be expected to dilute by more than a de minimis amount the Securities Administrator agrees benefits of such transactions to Purchaser; and (iii) “Control Transaction” means any transaction that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information involves a (A) if required to do so by any applicable law, rule merger or regulationconsolidation or similar business combination involving PLC or PLICO, (B) to any government agency sale of all or regulatory body having or claiming authority to regulate or oversee any respects substantially all of the Trustee’s business assets of PLC or that of its Affiliates, PLICO or (C) pursuant to any subpoena, civil investigative demand a transaction which will result in a Person beneficially owning equity securities of PLC or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is PLICO representing a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney majority of the Trustee having a need voting power with respect to know the same, provided that the Trustee advises such recipient election of the confidential nature directors of the information being disclosed, PLC or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities AdministratorPLICO.

No Solicitations. (a) From the date hereof until the Effective Time or such earlier date as this Agreement shall terminate in accordance with its terms, neither the Company, nor any of its Subsidiaries shall directly or indirectly (i) solicit, knowingly encourage or initiate discussion or inquiries with or (ii) enter into negotiations or agreements with, or furnish any information that is not publicly available to, any corporation, partnership, company, Person or other entity or group (other than Purchaser, an affiliate of Purchaser or their authorized representatives) concerning, or take any other action to facilitate, any Acquisition Proposal (as defined below), and after the Closing DateCompany and the Subsidiaries will instruct their officers, directors and advisors and financial and legal representatives and consultants (collectively, the Securities Administrator agrees that it will "Company Representatives") not to take any action contrary to, or inconsistent with, the foregoing provisions of this sentence. The Company and the Subsidiaries shall, and shall cause the Company Representatives to, immediately cease and terminate all existing activities, discussions and negotiations with respect to personallyany Acquisition Proposal. Notwithstanding the foregoing, by telephone the Company and the Company Representatives shall not be prohibited from (x) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal, or mail, solicit the Mortgagor under (y) engaging in any Mortgage Loan for any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator activities described in clause (ii) above (or entering into an agreement resulting from such activities), in response to an inquiry, proposal or offer from a third party if such action is taken by, or upon the authority of, the Company's Board after the Board determines in good faith after consultation with outside legal counsel that such action is necessary in order for its affiliatesdirectors to comply with their respective fiduciary duties under applicable law. The Company will notify Purchaser within 72 hours if any inquiries or proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated with, the Company, the Subsidiaries or the Company Representatives with respect to an Acquisition Proposal. An "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than Purchaser or an affiliate of Purchaser) which are directed at customers relating to (1) any direct or indirect acquisition or purchase of a business or assets, or assets of the Securities Administrator Company or the Subsidiaries that constitutes thirty percent (30%) or more of the net revenues or assets of the Company and the Subsidiaries, taken as a whole, or any direct or indirect acquisition or purchase of Shares that would result in a Person or group owning thirty percent (30%) or more of the Shares or voting power (or its affiliatesof securities or rights convertible into or exercisable for such Shares or voting power) of the Company, (2) any tender offer or exchange offer or other acquisition or series of acquisitions of Shares that, if consummated, would result in any Person or group beneficially owning thirty percent (30%) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate more of the TrusteeShares or voting power (or of securities or rights convertible into or exercisable for such Shares or voting power) of the Company, or (3) any informationmerger, includingconsolidation, but not limited tobusiness combination, recapitalization, liquidation, dissolution or similar transaction involving the names Company or any of any Mortgagors the Subsidiaries that constitutes thirty percent (30%) or more of the addresses net revenues or assets of any Mortgaged Propertiesthe Company and the Subsidiaries taken as a whole, related to any Mortgagor or Mortgage Loan, except as otherwise in each case other than the transactions contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate Each of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related transactions referred to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, in the foregoing shall not be construed to prohibit (i) disclosure definition of any and all information that is or becomes publicly knownAcquisition Proposal, or information obtained by the Trustee from sources other than the other parties heretoMerger, (ii) disclosure of any and all information (A) if required is referred to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or herein as an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administrator"Acquisition Transaction."

No Solicitations. From (a) The Company shall not, nor shall it authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding any Takeover Proposal, or furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the Closing Datedate of this Agreement that the Company Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in a Superior Proposal, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing terms and conditions no more favorable to and no less restrictive of such Person than those contained in the Confidentiality Agreement are to Parent, except that such confidentiality agreement between the Company and such Person shall not contain any provisions that would prevent the Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in no event later than twenty- four (24) hours after delivery to such Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Upon execution of this Agreement, the Securities Administrator agrees Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person previously conducted with respect to any Takeover Proposal, and will request, to the extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any Representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company. (b) Except as expressly permitted by this Section 5.2(b), the Company Board shall not (i)(A) withdraw, modify or qualify, in a manner adverse to Parent, the Company Recommendation or (B) adopt, recommend or propose publicly to adopt or recommend, to the Company Stockholders a Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that (x) any “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change and (y) any change or development relating to any clinical trial of one or more products or product candidates of the Company or its Subsidiaries or any determination or communication by the FDA or any other Governmental Authority relating thereto will not be a basis for a Company Adverse Recommendation Change), or (ii) authorize the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement with respect to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the Acceptance Time and subject to the proviso of this sentence: (x) the Company Board may make a Company Adverse Recommendation Change, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take any such action would be reasonably likely to personallyresult in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, by telephone and (y) if the Company Board receives a Takeover Proposal that the Company Board reasonably determines (after receiving the advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, and that was unsolicited after the date of this Agreement and did not otherwise result from a material breach of this Section 5.2, the Company or mailits Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have complied with the provisions of the following sentence and, solicit immediately prior to entering into such Company Acquisition Agreement, terminates this Agreement pursuant to Section 7.1(d)(ii) and paid the Mortgagor under any Mortgage Loan for any purposeTermination Fee and Expense Payment pursuant to Section 7.3(a); provided provided, however, that it the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) or enter into any Company Acquisition Agreement unless: (1) the Company has provided to Parent five (5) Business Days prior written notice (an “Alternative Transaction Notice”), which Alternative Transaction Notice shall specify that the Company Board is prepared to make a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 7.1(d)(ii) and/or enter into any Company Acquisition Agreement, as applicable, and, in the case of a Takeover Proposal that the Company Board has determined constitutes a Superior Proposal, shall attach the most current version of any written agreement relating to such Takeover Proposal and advising Parent that the Company Board has determined that such Takeover Proposal is a Superior Proposal and that the Company Board intends to enter into an agreement providing for such Superior Proposal, (2) during such five (5) Business Day period, if requested by Parent, the Company has engaged in good-faith negotiations with Parent to amend this Agreement in such a manner that the Takeover Proposal that was determined to constitute a Superior Proposal no longer is a Superior Proposal and (3) at 5:00 p.m., New York time, at the end of the fifth (5th) Business Day following the date of receipt of the Alternative Transaction Notice (or, in the event that the Takeover Proposal has been materially revised or modified, at 5:00 p.m., New York time, on the fifth (5th) Business Day following the date of receipt of notice of such material revision or modification, if later), such Takeover Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account all changes to the terms of this Agreement agreed to by Parent). It is understood and agreed that promotions undertaken an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal. (c) In addition to the obligations of the Company set forth in Sections 5.2(a) and 5.2(b), the Company shall promptly (and in any event within twenty-four (24) hours after learning of the relevant information) advise Parent in writing of its receipt of any Takeover Proposal and the material terms and conditions of any such Takeover Proposal (including any changes to material terms of such Takeover Proposal) and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent fully informed of the status and material terms (including any change to the material terms of such Takeover Proposal) of any Takeover Proposal, and shall provide Parent with copies of all Takeover Proposals (and amendments or material modifications of such Takeover Proposals) and related agreements, draft agreements exchanged by the Securities Administrator parties and modifications thereof. (or its affiliatesd) which are directed at customers For purposes of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administrator.:

No Solicitations. From and after the Closing Date(a) The Company will immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as defined below). Except as explicitly permitted hereunder, the Securities Administrator agrees that it will Company shall not, and shall not authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative, directly or indirectly, to, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to personallyfacilitate, by telephone any inquiries or mailthe making of any proposal that constitutes an Acquisition Proposal, solicit or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal; provided, however, that if the Mortgagor Company Board determines in good faith, after consultation with counsel, that such action is necessary to comply with its fiduciary duties to the Company's stockholders under any Mortgage Loan for any purposeapplicable law, the Company, in response to an Acquisition Proposal and in compliance with Section 7.4(e), may (i) furnish non-public information with respect to the Company to the person who made such Acquisition Proposal pursuant to a confidentiality agreement on terms no more favorable to such person than the Confidentiality Agreement (as defined in Section 7.6); provided howeverthat such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to the person who made such Acquisition Proposal than those in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may be, and (ii) may participate in negotiations regarding such Acquisition Proposal. (b) The Company Board shall not (i) withdraw or modify in a manner adverse to Parent or Acquisition Sub its approval or recommendation of this Agreement, the Offer or the Merger, (ii) approve or recommend an Acquisition Proposal to its stockholders or (iii) cause the Company to enter into any definitive acquisition agreement with respect to an Acquisition Proposal, unless the Company Board (A) shall have determined in good faith, after consultation with counsel, that the Acquisition Proposal is a Superior Proposal (as defined below) and such action is necessary to comply with its fiduciary duties to the Company's stockholders under applicable law and (B) in the case of clause (iii) above, complies with Section 9.1(c)(ii) hereof. In the event that before the Acceptance Date the Company Board determines in good faith, after consultation with counsel, that it is understood and agreed that promotions undertaken by necessary to do so in order to comply with its fiduciary duties to the Securities Administrator (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations Company's stockholders under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In additionapplicable law, the Trustee agrees that it will not provide Company may enter into an agreement with respect to any third-party, including any Affiliate of the Trustee, any information, includinga Superior Proposal, but not limited to, only forty-eight hours after Parent's receipt of written notice (i) advising Parent that the names Company Board has received a Superior Proposal and that the Company has elected to terminate this Agreement pursuant to Section 9.1(c)(ii) of any Mortgagors or the addresses this Agreement and (ii) setting forth such other information required to be included therein as provided in Section 9.1(c)(ii) of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In additionIf the Company enters into an agreement with respect to a Superior Proposal, it shall have paid, to Parent the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate Liquidated Amount (as defined below) in accordance with Section 9.2(b) of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein For purposes of this Agreement, a "SUPERIOR PROPOSAL" means a bona fide Acquisition Proposal to acquire two thirds or more of the Shares then outstanding or all or substantially all of the assets of the Company and the Company Subsidiaries on terms which the Company Board determines in its good faith judgement (after consultation with ▇▇▇▇▇▇▇ ▇▇▇▇▇ or another financial advisor of nationally recognized reputation) to be more favorable to the contraryCompany's stockholders than the Offer and the Merger. (c) Nothing contained in this Section 7.4 shall prohibit the Company from at any time disclosing information to its stockholders as required by Rule 14e-2 promulgated under the Exchange Act. (d) As used in this Agreement, the foregoing term "ACQUISITION PROPOSAL" shall not be construed to prohibit mean any proposed or actual (i) disclosure of any and all information that is acquisition, merger, consolidation or becomes publicly known, or information obtained by similar transaction involving the Trustee from sources other than the other parties heretoCompany, (ii) disclosure sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects assets of the Trustee’s business Company or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand the Company Subsidiaries representing 15% or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney more of the Trustee having a need to know the same, provided that the Trustee advises such recipient consolidated assets of the confidential nature of Company and the information being disclosedCompany Subsidiaries, or (iii) issue, sale or other disposition of (including by way of merger, consolidation, share exchange or any other disclosure authorized by this Agreement similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 15% or more of the votes associated with the outstanding securities of the Company, (iv) transaction in which any person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the Depositorright to acquire beneficial ownership, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 15% or more of the outstanding Shares, (v) recapitalization, restructuring, liquidation, dissolution, or other similar type of transaction with respect to the Company or (vi) transaction which is similar in form, substance or purpose to any of the foregoing transactions; provided, however, that the term "Acquisition Proposal" shall not include the Offer, the Seller, Merger and the Servicer, the Master Servicer or the Securities AdministratorTransactions.

No Solicitations. From and after the Closing Date(i) The Company shall not, the Securities Administrator agrees that nor shall it will not permit any of its subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries (A) to solicit, initiate or encourage, or take any other action to personallyfacilitate (including by way of furnishing information), by telephone any inquiries or mailthe making of any proposal which constitutes, solicit or may reasonably be expected to lead to, any Takeover Proposal (as hereinafter defined) (other than disclosures permitted under Section 5.1.3(v) and the Mortgagor issuance of press releases and the filing or furnishing of documents with the SEC, in each case as permitted under Section 9.13), or (B) to participate in any Mortgage Loan for discussions or negotiations regarding any purposeTakeover Proposal; provided provided, however, that (1) the Company may in response to a Takeover Proposal, request clarifications from (but not, in reliance on this subsection (1), enter into negotiations with) any third party which makes such Takeover Proposal if such action is taken solely for the purpose of obtaining information reasonably necessary for the Company to ascertain whether such Takeover Proposal is a Favorable Third Party Proposal (as defined below) and (2) the Company may, in response to any proposal which constitutes a Favorable Third Party Proposal (as defined below), (A) furnish information with respect to it and its subsidiaries to any person pursuant to a customary confidentiality agreement, the benefits of the terms of which, if more favorable than the confidentiality agreement in place with Parent, shall be extended to Parent, and (B) negotiate or otherwise engage in substantive discussions with, the party making such proposal, if the Board or Directors of the Company determines in good faith by a majority vote, based on the advice of its outside legal counsel, there is understood a reasonable basis to conclude that such action is required for it to comply with its fiduciary duties. (ii) Immediately after the execution and agreed delivery of this Agreement, the Company will, and will cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Takeover Proposal. (iii) Subject to this Section 5.1.3, neither the Board of Directors of the Company nor any committee thereof shall (A) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by such Board of Directors or such committee of the Offer or the adoption and approval of the matters to be considered at the Special Shareholders Meeting, (B) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal, or (C) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an “Acquisition Agreement”) related to any Takeover Proposal; provided that promotions undertaken (x) actions taken by the Securities Administrator (or its affiliates) which are directed at customers Board of Directors of the Securities Administrator (Company in accordance with the proviso to Section 5.1.3(i) shall not be deemed to be a withdrawal or modification of its affiliates) approval or recommendation of the Offer or the public generally, includingMerger or the matters to be considered at the Special Shareholders Meeting and (y) a “stop-look-and-listen” communication of the nature contemplated in Rules 14d-9(f) under the Exchange Act with respect to an unsolicited tender offer or exchange offer that constitutes a Takeover Proposal, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisementsmore, shall not constitute solicitations be deemed to be any such withdrawal or modification if, within the period contemplated by Rule 14e-2 under this Section 8.17the Exchange Act, nor is the Securities Administrator prohibited from responding to unsolicited requests Board of Directors of the Company shall publicly confirm such approval and recommendation and recommends against the acceptance of such tender offer or inquiries made exchange offer by the shareholders of the Company. Notwithstanding the foregoing, in the event that the Board of Directors determines in good faith by a Mortgagor majority vote, based on the advice of its outside legal counsel, that there is a reasonable basis for its determination that such action is required for it to comply with its fiduciary duties with respect to a Favorable Third Party Proposal, then the Board of Directors of the Company may (1) withdraw or agent modify its approval or recommendation of a Mortgagor. In additionthe Offer, the Trustee agrees Merger or the adoption and approval of the matters to be considered at the Special Shareholders Meeting, (2) approve or recommend the Favorable Third Party Proposal and/or (3) after the third business day following the Company’s written notice to Parent that specifies the material terms and conditions of the Favorable Third Party Proposal, terminate this Agreement (and concurrently with such termination, if it will not provide so chooses, cause the Company to enter into any Acquisition Agreement with respect to the Favorable Third Party Proposal). (iv) As used in this Agreement, “Takeover Proposal” means any written proposal from a credible third party relating to any third-party, including any Affiliate direct or indirect acquisition or purchase of 20% or more of the Trusteeassets of the Company and its subsidiaries, taken as a whole, or 20% or more of any class or series of equity securities of the Company or any of its subsidiaries, any informationtender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of the combined voting power of Company Common Shares, includingor any merger, but not limited toconsolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the names Company or any of its subsidiaries in which the other party thereto or its shareholders will own 20% or more of the combined voting power of the parent entity resulting from any Mortgagors or such transaction, other than the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise transactions contemplated by this Agreement. In additionAs used in this Agreement, the Securities Administrator agrees that it will not provide “Favorable Third Party Proposal” means a written proposal from a credible third party relating to any third-party, including any Affiliate direct or indirect acquisition or purchase of 50% or more of the Securities Administratorassets of the Company and its subsidiaries, information that includes the names taken as a whole, or social security numbers 50% or more of any Mortgagors class or series of equity securities of the addresses Company or any of its subsidiaries, any Mortgaged Propertiestender offer or exchange offer that if consummated would result in any Person beneficially owning 50% or more of the combined voting power of Company Common Shares, related or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries in which the other party thereto or its shareholders will own 50% or more of the combined voting power of the parent entity resulting from any such transaction, and otherwise on terms which the Board of Directors of the Company determines in its good faith judgment (based on the advice of the Company Financial Advisor or another financial advisor of nationally recognized reputation and considering any modifications to this Agreement proposed by Parent), taking into account legal, financial, regulatory and other aspects of the proposal deemed appropriate by the Board of Directors of the Company, to be at a higher price or financial value per Company Common Share, than the Merger (taking into account any Mortgagor or Mortgage Loan, except as otherwise amendments to this Agreement proposed by Parent in response to the receipt by Parent of the proposal) to the Company’s shareholders. (v) Nothing contained in this Section 5.1.3 shall prohibit the Company from taking and disclosing to its shareholders a position contemplated by this Agreement. Notwithstanding anything herein Rule 14d-9 or 14e-2 promulgated under the Exchange Act or from making any disclosure to the contraryCompany’s shareholders if the Board of Directors determines in good faith by a majority vote, based on the foregoing shall not be construed advice of its outside legal counsel, that there is a reasonable basis for its determination that such action is required for it to prohibit (i) disclosure of any and all information that is comply with fiduciary duties or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administrator.

No Solicitations. From and after (a) Except as permitted by this Agreement, neither Seller shall authorize any of its respective officers, directors or employees, or any financial advisor, attorney, accountant or other representative retained by any of them, to (i) solicit, initiate or encourage (including by way of furnishing material, nonpublic information regarding the Closing DateAssets or the Transferred Business) the making or submission of any Acquisition Proposal, the Securities Administrator agrees that it will not take or (ii) participate in any action to personallydiscussions or negotiations regarding an Acquisition Proposal; provided, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for any purpose; provided however, that it is understood and agreed that promotions undertaken that, at any time prior to the approval of the transactions contemplated by this Agreement by the Securities Administrator (or its affiliates) which are directed at customers holders of Parent Common Stock, if either of the Securities Administrator Sellers receives an inquiry that did not result from a breach of this Section 4.2(a) and (x) Parent determines in good faith, after having considered the advice of outside counsel, that such inquiry could reasonably likely result in a Superior Proposal and (y) Parent receives from such Person an executed confidentiality agreement containing customary limitations (in any event at least as stringent as those contained in the Confidentiality Agreement between Purchaser and Parent) on the use and disclosure of all information furnished to such Person by or its affiliates) on behalf of Parent or Opco, then the public generallySellers may furnish information, including, without limitation, mass mailings based non-public information, with respect to the Sellers, the Business and the Assets to the person who made such inquiry and the Sellers may participate in negotiations regarding such Acquisition Proposal. (b) Parent shall promptly (but in any event within two Business Days) notify Purchaser orally and in writing of any Acquisition Proposal (including the identity of the Person making such Acquisition Proposal and the material terms of any such Acquisition Proposal) that is made or submitted by any Person. Parent shall thereafter inform Purchaser on commercially acquired mailing listsa reasonably prompt basis of any material changes to the terms and conditions of such Acquisition Proposal, and newspaper, radio shall reasonably promptly give Purchaser a copy of any nonpublic information regarding the Transferred Business delivered to such Person to the extent not previously delivered to Purchaser or its representatives. (c) Promptly after the execution and television advertisements, shall not constitute solicitations under delivery of this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In additionAgreement, the Trustee Sellers will, and will request their respective Subsidiaries and Affiliates, officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal, subject in any case to the rights of the Sellers under Section 4.2(a). Parent agrees that it will not provide take the necessary steps to any third-party, including any Affiliate promptly inform the individuals or entities referred to in the first sentence hereof of the Trusteeobligations undertaken in this 4.2. (d) Parent's Board of Directors may withdraw or modify, any informationin a manner adverse to Purchaser, including, but not limited to, its approval or recommendation of the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise transactions contemplated by this Agreement. In additionAgreement only in the event Parent's Board of Directors (i) receives a Superior Proposal, and (ii) determines in good faith that the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise transactions contemplated by this Agreement. Notwithstanding anything herein Agreement are no longer in the best interests of Parent's stockholders. (e) Nothing contained in this Section 4.2 shall prohibit Parent from at any time disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the contrary, the foregoing shall not be construed Exchange Act or from making any required disclosure to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities AdministratorParent's stockholders.

No Solicitations. From and after Such Shareholder shall not, nor, to the Closing Dateextent applicable to such Shareholder, the Securities Administrator agrees that it will not take permit any action to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator (or of its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17affiliates to, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In additionshall it authorize any partner, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer advisor or shareholder thereof is a party representative of, such Shareholder or any of its affiliates to, prior to or on the Effective Date (Da) solicit, initiate or knowingly encourage (including by way of furnishing information or assistance) the submission of any inquiries, proposals or offers from any person relating to an Acquisition Proposal (as defined in the Merger Agreement), (b) enter into or participate in any discussions or negotiations regarding, or furnish to any Affiliateperson or entity any non-public information with respect to any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal, independent (c) take any other action to knowingly facilitate or internal auditorcooperate with any inquiries or the making of any proposal which constitutes, agentor may reasonably be expected to lead to, employee an Acquisition Proposal, (d) enter into any agreement with respect to an Acquisition Proposal, (e) solicit proxies or attorney become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Trustee having a need to know Merger in accordance with the same, provided that the Trustee advises such recipient terms of the confidential nature Merger Agreement, (f) initiate a shareholders' vote or action by consent of the information being disclosedCompany's shareholders with respect to an Acquisition Proposal, or (iiig) become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any other disclosure authorized by voting securities of the Company that takes any action in support of an Acquisition Proposal; provided, however, that this Agreement section shall not apply to any person in his or her capacity as a director of the Depositor, the Seller, the Servicer, the Master Servicer or the Securities AdministratorCompany.

No Solicitations. From and after (a) Prior to the Closing Date, the Securities Administrator Company agrees that neither it nor any of its Subsidiaries will, and the Company will use its commercially reasonable efforts to cause their respective Representatives not to, directly or indirectly, initiate, solicit, encourage, accept or take any other action knowingly to personallyfacilitate, any inquiries or the making of, or participate in any discussions or negotiations regarding, any proposal or offer from anyone not a party hereto (a "Third Party") with respect to, or furnish or disclose any non-public information regarding the Company or its Subsidiaries to any Third Party in connection with, any Acquisition Proposal (as defined below). Notwithstanding the foregoing, (x) in response to an unsolicited Acquisition Proposal, the Company may take and disclose to its stockholders a position contemplated by telephone Rule 14d-9 or mailRule 14e-2 under the Exchange Act, solicit and (y) to the Mortgagor under any Mortgage Loan for any purpose; provided however, extent the Board of Directors of the Company (the "Board") is advised by its counsel that it is understood and agreed that promotions undertaken required by its fiduciary obligations to do so, at any time prior to approval by the Securities Administrator (or its affiliates) which are directed at customers Company's stockholders of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit Transactions: (i) disclosure the Company may, in response to an unsolicited request, furnish non-public information with respect to the Company or its Subsidiaries to any Third Party that the Board in good faith determines is reasonably capable of consummating the transactions (a "Qualified Third Party") pursuant to a customary confidentiality agreement and discuss that information (but not an Acquisition Proposal) with the Qualified Third Party and (ii) upon receipt by the Company, any of its Subsidiaries or any of their respective Representatives of an Acquisition Proposal from a Qualified Third Party, if (A) the Company has complied fully and in a timely manner with its obligations under Section 5.05(b) to notify the Investors of the receipt of the Acquisition Proposal and (B) the Board has determined in good faith that the transaction contemplated by the Acquisition Proposal, if consummated, would constitute an Overbid Transaction, and (C) the Company has delivered an Overbid Notice to the Investors advising them of the determination by the Board that the transaction contemplated by the Acquisition Proposal would constitute an Overbid Transaction (which notice will include a statement of the Overbid Amount involved in that transaction and be accompanied by copies of any form of definitive agreement or other documentation the Third Party proposes to enter into in connection with the Acquisition Proposal), then the Company may participate in discussions and negotiations with the Qualified Third Party regarding the Acquisition Proposal. (b) If the Company, any of its Subsidiaries or any of their respective Representatives directly or indirectly receives a request for information from a Qualified Third Party or an Acquisition Proposal, the Company (i) will notify the Investors of the existence of such request or the Acquisition Proposal within two business days after the Company receives or otherwise learns of it, will state in the notice the identity of such Qualified Third Party and describe all information that is material terms regarding the request or becomes publicly knownAcquisition Proposal, and thereafter keep the Investors reasonably informed of all facts and material circumstances relating to such request or information obtained by Acquisition Proposal and the Trustee from sources other than Company's actions relating thereto, and (ii) promptly advise such Qualified Third Party or Person making an Acquisition Proposal of the other parties heretoterms of this Section 5.05. (c) If prior to the receipt of Company Stockholder Approval (i) the Company delivers an Overbid Notice to the Investors, (ii) disclosure of any and all information (A) if required to the Investors do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects not notify the Company in writing within five Business Days after receipt of the Trustee’s business or Overbid Notice that they are willing to amend the terms of its Affiliatesthis Agreement and the Transaction Agreements in order to increase the purchase price for the Securities by at least the Overbid Amount, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the terms of the Acquisition Proposal are not modified in a manner adverse to the Company or the Operating Partnerships and (iv) the Company has paid the Termination Fee to the Investors, then the Company may terminate this Agreement and enter into an agreement with the Qualified Third Party with respect to the Overbid Transaction described in the Overbid Notice that the Company delivered to the Investors. (d) Nothing contained in this Section 5.05 shall apply to any sale or proposed sale by the DepositorCompany of the Properties, individually or in the Seller, the Servicer, the Master Servicer or the Securities Administratoraggregate.

No Solicitations. From No party hereto shall, and after the Closing Dateeach such party shall cause its subsidiaries not to, the Securities Administrator agrees that it will permit any of its Representatives to, and shall use its best efforts to cause such persons not to, directly or indirectly, initiate, solicit or encourage, or take any action to personallyfacilitate the making of any offer or proposal that constitutes or is reasonably likely to lead to any Takeover Proposal (as defined below), by telephone or, in the event of any unsolicited Takeover Proposal, engage in negotiations or mailprovide any confidential information or data to any person relating to any Takeover Proposal. Each party shall notify the other orally and in writing of any such inquiries, solicit the Mortgagor under any Mortgage Loan for any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator offers or proposals (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, the terms and newspaper, radio conditions of any such proposal and television advertisements, the identity of the person making it) within 24 hours of the receipt thereof and shall not constitute solicitations under this Section 8.17, nor is give the Securities Administrator prohibited from responding other five (5) days' advance notice of any agreement to unsolicited requests be entered into with or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide any information to be supplied to any third-partyperson making such inquiry, including offer or proposal. Each party hereto shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related other persons conducted heretofore with respect to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this AgreementTakeover Proposal. Notwithstanding anything herein in this Section 7.11 to the contrary, in the foregoing shall not be construed event of an unsolicited Takeover Proposal, unless the DRI Shareholders' Approval and the CNG Shareholders' Approval have both been obtained, DRI or CNG may participate in discussions or negotiations with, furnish information to, and afford access to prohibit (i) disclosure the properties, books and records of such party and its subsidiaries to any person in connection with a possible Takeover Proposal with respect to such party by such person, if and all information to the extent that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required the Board of Directors of such party has reasonably concluded in good faith (after consultation with its financial advisors) that the person or group making the Takeover Proposal will have adequate sources of financing to do so by any applicable law, rule or regulationconsummate the Takeover Proposal and that the Takeover Proposal is more favorable to such party's shareholders than the Merger, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects the Board of the Trustee’s business or Directors of such party is advised in a written, reasoned opinion of outside counsel that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administrator.a

No Solicitations. From and after May 12, 1998 until the Closing DateEffective Date or, if earlier, the Securities Administrator agrees that it date this Agreement is terminated or abandoned as provided in Section 10.1, neither the Company nor any Agreement Shareholder shall (nor did they) directly or indirectly (i) solicit or initiate any discussion with or (ii) enter into negotiations or agreements with, or furnish any information to, any corporation, partnership, person or other entity or group (other than Parent, an Affiliate of Parent or their authorized representatives) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction (the "Acquisition Proposal") involving the Company, and the Company and the Agreement Shareholders will instruct their officers, directors, advisors and financial and legal representatives and consultants (collectively, the "Representatives") not to take any action contrary to personallythe foregoing provisions of this sentence; provided, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for any purpose; provided however, that it is understood the Company and agreed that promotions undertaken by the Securities Administrator (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing Representatives shall not be construed prohibited from taking any action described in clause (ii) above to prohibit (i) disclosure the extent such action is taken by, or upon the authority of, the Board of Directors of the Company in the exercise of the Board's good faith judgment as to its fiduciary duties to the shareholders of the Company, which judgment is based upon the written advice of independent, outside legal counsel that a failure of the Board of Directors of the Company to take such action would be likely to constitute a breach of its fiduciary duties to such shareholders. The Company will notify Parent promptly in writing if the Company becomes aware that any inquiries or proposals are received by, any information is requested from or any negotiations or discussions are sought to be initiated with, the Company with respect to an Acquisition Proposal. Each time, if any, that the Board of Directors of the Company determines, upon written advice of such legal counsel and all in the exercise of its good faith judgment as to its fiduciary duties to shareholders, that it must enter into negotiations with or furnish any information that is not publicly available to, any corporation, part nership, person or becomes publicly known, other entity or information obtained by the Trustee from sources group (other than Parent, an Affiliate of Parent or their representatives) concerning any Acquisition Proposal, the other parties hereto, Company will give Parent prompt notice of such determination (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects which shall include a copy of the Trustee’s business or that written advice of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administratorlegal counsel).

No Solicitations. From and after (a) Prior to the Closing DateEffective Time, the Securities Administrator Company agrees (a) that neither it will nor any of its Subsidiaries shall, and it shall cause their respective Representatives not take any action to personallyto, by telephone or mailinitiate, solicit the Mortgagor under or encourage, directly or indirectly, any Mortgage Loan for any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) inquiries or the public generally, making or implementation of any proposal or offer (including, without limitation, mass mailings based on commercially acquired mailing listsany proposal or offer to its shareholders) with respect to an Alternative Proposal, and newspaperor engage in any negotiations concerning, radio and television advertisementsor provide any confidential information or data to, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to have any third-party, including any Affiliate of the Trusteediscussions with, any information, including, but not limited to, Person or group relating to an Alternative Proposal (excluding the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise transactions contemplated by this Agreement. In addition) or grant any waiver or release under any confidentiality, standstill or similar agreement with respect to any class of equity securities of the Securities Administrator agrees Company or any Subsidiary; and (b) that it will not provide immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any third-party, including any Affiliate of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section 5.02; provided, however, that nothing contained in this Section 5.02 shall prohibit the Board of Directors of the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to the Company than the Confidentiality Agreement; provided, however, that any such confidentiality agreement shall not restrict the parties thereto from making an Alternative Proposal) or entering into discussions or negotiations with any Person or group that makes an unsolicited bona fide Alternative Proposal, if a majority of the Board of Directors of the Company, without including directors who may be considered Affiliates (as defined in Rule 405 under the Securities Administrator, information that includes the names or social security numbers Act) of any Mortgagors person making an Alternative Proposal (“Disinterested Directors”), determines in good faith (after receipt of advice from reputable outside legal counsel experienced in such matters (including without limitation ▇▇▇▇▇▇▇▇ ▇▇▇▇) that there is a reasonable basis to conclude that the failure to take any action that would otherwise be prohibited by any such restriction would result in a breach of the Board of Directors’ fiduciary duties under applicable Law) that the Alternative Proposal is or presents a reasonable likelihood of resulting in a Superior Proposal and was not solicited by it after the date hereof and did not otherwise result from a breach of this Section 5.02; and (ii) making disclosure relating to the possible Alternative Proposal to the Company’s shareholders if, in the good faith judgment of a majority of the Disinterested Directors, after being advised by reputable outside counsel experienced in such matters (including without limitation, ▇▇▇▇▇▇▇▇ ▇▇▇▇), there is a reasonable basis to conclude that disclosure is required under applicable Law. The Company will promptly notify Parent after receipt of a proposal relating to any Alternative Proposal or any request for information relating to the Company or for access to the properties, books or records of the Company by any Person that has made a proposal relating to an Alternative Proposal or any Person who the Company believes in its reasonable judgment may be considering making, or has made, a proposal relating to an Alternative Proposal, or any request for nonpublic information from any Person, and will keep Parent fully informed on a current basis (and in any event within 24 hours after receipt of an indication, request or a proposal relating to an Alternative Proposal, or any revision of such proposal) of the status and details of any such Alternative Proposal, indication or request. The Company will not enter into any agreement or arrangement (other than a confidentiality agreement as described above), or make any recommendation, with respect to an Alternative Proposal that is or presents a reasonable likelihood of resulting in a Superior Proposal for three business days after delivery of such a notice to Parent indicating the Company’s intention to enter into such an agreement or arrangement, or to make such a recommendation, with respect to such Alternative Proposal, which notice shall include all material terms of such proposal, and the Company will negotiate exclusively in good faith with Parent for such three-business day period to make such adjustments in the terms and conditions of this Agreement as would enable the Company to proceed with the transactions contemplated herein on such adjusted terms; provided, however, that any such proposed adjustments shall be at the discretion of the parties hereto at the time and that no more than one three-day negotiation period shall apply to any particular Alternative Proposal, it being understood that any material change to an Alternative Proposal will give rise to a new three-day negotiation period under this Section 5.02, unless the Company shall have notified Parent in writing that the Company does not intend to enter into any agreement or arrangement (other than a confidentiality agreement as described above), or make a recommendation, with respect to such Alternative Proposal as modified by such material change. Nothing in this Section 5.02 shall permit the Company to terminate this Agreement except as provided in Article VIII. (b) Neither the Company nor the Board of Directors of the Company nor any committee thereof shall withdraw or modify, or propose to withdraw or modify, in any manner adverse to Parent, the approval or recommendation of this Agreement or the addresses of any Mortgaged PropertiesMerger, related to any Mortgagor or Mortgage Loanor, except as otherwise contemplated by Section 5.02(a)(ii) above, propose publicly to approve or recommend an Alternative Proposal unless a majority of the Disinterested Directors determines, in its good faith judgment (after receipt of advice from reputable outside legal counsel experienced in such matters, including without limitation ▇▇▇▇▇▇▇▇ ▇▇▇▇) that there is a reasonable basis to conclude that the failure to take such action would result in a breach of the Board of Directors’ fiduciary duties under applicable Law and the Company has otherwise complied with its obligations under this Section 5.02. (c) For purposes of this Agreement. Notwithstanding anything herein to , “Alternative Proposal” means any merger, consolidation or other business combination including the contraryCompany or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the foregoing shall not be construed to prohibit purchase of (i) disclosure all or any significant portion of any the assets of the Company and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties heretoits Subsidiaries taken as a whole, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule 20% or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects more of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosedoutstanding Company Common Shares, or (iii) any other disclosure authorized by of the outstanding capital shares of any Subsidiary of the Company. For purposes of this Agreement, “Superior Proposal” means any bona fide written Alternative Proposal (with the percentages included in the definition of Alternative Proposal replaced with 50% for purposes of this definition) that a majority of the Disinterested Directors determines, in its good faith judgment (after consultation with the Company’s legal and financial advisors and taking into account all the terms and conditions of the Alternative Proposal and this Agreement or deemed relevant by such Disinterested Directors): (i) that it provides greater value to the DepositorCompany’s shareholders than the Merger (and any revised proposal made by Parent); (ii) that it is reasonably likely to be completed, taking into account all legal, financial, regulatory and other aspects of the SellerAlternative Proposal; and (iii) that financing for it, to the Servicerextent required, is, as of the Master Servicer or date of the Securities Administratordetermination by the Disinterested Directors, committed at least to the same extent as Parent’s financing is committed as of the date hereof.

No Solicitations. (a) From and after the Closing Datedate of this Agreement until the Effective Time or termination of this Agreement pursuant to ARTICLE XI, the Securities Administrator agrees that Company will not, nor will it will not take authorize or permit any action of its Subsidiaries or any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (i) solicit or initiate the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to personallyany person any non-public information with respect to any Acquisition Proposal, by telephone (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or mailrecommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; provided, solicit the Mortgagor under any Mortgage Loan for any purpose; provided however, that it nothing contained in this Agreement shall prohibit or restrict the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with, any Person that makes an unsolicited (from and after the date of this Agreement) proposal that the Board of Directors of Company believes may constitute or may lead to a Superior Offer or to the extent the Board of Directors of Company concludes in good faith that such action is understood and agreed that promotions undertaken reasonably necessary for the Board of Directors of Company to comply with its fiduciary obligations to shareholders under applicable law. The Company shall provide Lions Gate with a copy of any correspondence to be delivered by the Securities Administrator (Company in connection with such proposal or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding Superior Offer prior to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide sending such correspondence to any third-party, including any Affiliate . (b) In addition to the obligations of the Trustee, any information, including, but not limited toCompany set forth in Section 6.2(a), the names Company as promptly as practicable shall advise Lions Gate orally and in writing of any Mortgagors Acquisition Proposal or any request for non-public information or inquiry which the addresses of any Mortgaged Properties, related Company reasonably believes would lead to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In additionan Acquisition Proposal, the Securities Administrator agrees that it will not provide to any third-partymaterial terms and conditions of such Acquisition Proposal, including any Affiliate request or inquiry, and, unless prohibited by such proposal, the identity of the Securities Administratorperson or group making any such Acquisition Proposal, information that includes the names request or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except inquiry. The Company shall keep Lions Gate informed as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and promptly as practicable in all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any material respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request status of any courtsuch Acquisition Proposal, regulatory authority, arbitrator request or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administratorinquiry.

No Solicitations. From No party hereto shall, and after the Closing Dateeach such party shall cause its subsidiaries not to, the Securities Administrator agrees that it will permit any of its Representatives to, and shall use its best efforts to cause such persons not to, directly or indirectly, initiate, solicit or encourage, or take any action to personallyfacilitate the making of any offer or proposal that constitutes or is reasonably likely to lead to any Takeover Proposal (as defined below), by telephone or, in the event of any unsolicited Takeover Proposal, engage in negotiations or mailprovide any confidential information or data to any person relating to any Takeover Proposal. Each party shall notify the other orally and in writing of any such inquiries, solicit the Mortgagor under any Mortgage Loan for any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator offers or proposals (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing liststhe terms and conditions of any such proposal and the identity of the person making it) within 24 hours of the receipt thereof and shall give the other five (5) days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. Each party hereto shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any other persons conducted heretofore with respect to any Takeover Proposal. Notwithstanding anything in this Section 7.11 to the contrary, in the event of an unsolicited Takeover Proposal, unless the DRI Shareholders' Approval and the CNG Shareholders' Approval have both been obtained, DRI or CNG may participate in discussions or negotiations with, furnish information to, and newspaperafford access to the properties, radio books and television advertisementsrecords of such party and its subsidiaries to any person in connection with a possible Takeover Proposal with respect to such party by such person, shall not constitute solicitations if and to the extent that (A) the Board of Directors of such party has reasonably concluded in good faith (after consultation with its financial advisors) that the person or group making the Takeover Proposal will have adequate sources of financing to consummate the Takeover Proposal and that the Takeover Proposal is more favorable to such party's shareholders than the Merger, (B) the Board of Directors of such party is advised in a written, reasoned opinion of outside counsel that a failure to do so would result in a breach of its fiduciary duties under applicable law and (C) such party has entered into a confidentiality agreement with the person or group making the Takeover Proposal containing terms and conditions no less favorable to such party than the Confidentiality Agreement. As used in this Section 8.177.11, nor is the Securities Administrator prohibited from responding "Takeover Proposal" shall mean any tender or exchange offer, proposal for a merger, consolidation or other business combination involving any party or any of its material subsidiaries, or any proposal or offer to unsolicited requests acquire in any manner a substantial equity interest in, or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate substantial portion of the Trusteeassets of, any informationparty or any of its material subsidiaries, including, but not limited to, other than pursuant to the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise transactions contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administrator.

No Solicitations. From the date hereof until the Escrow Closing Date or until this Agreement is terminated or abandoned as provided in this Agreement, RSI shall not directly or indirectly (i) solicit or initiate discussion with or (ii) enter into negotiations or agreements with, or furnish any information to, any corporation, partnership, person or other entity or group (other than CNI, an affiliate of CNI or their authorized representatives pursuant to this Agreement) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction (the "Acquisition Proposal") involving RSI, and after the Closing DateRSI will instruct its officers, the Securities Administrator agrees that it will directors, advisors and its financial and legal representatives and consultants not to take any action contrary to personallythe foregoing provisions of this sentence; provided, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for any purpose; provided however, that it is understood RSI, its officers, directors, advisors and agreed that promotions undertaken by the Securities Administrator (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, financial and newspaper, radio legal representatives and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing consultants shall not be construed prohibited prior to prohibit (i) disclosure of the Escrow Closing Date from taking any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, action described in (ii) above to the extent such action is taken by, or upon the authority of, the Board of Directors of RSI in the exercise of good faith judgment as to its fiduciary duties to the shareholders of RSI, which judgment is based upon the advice of independent, outside legal counsel that a failure of the Board of Directors of RSI to take such action would be likely to constitute a breach of its fiduciary duties to such shareholders; PROVIDED FURTHER, that nothing in this Section 5.7 shall prevent RSI or the Board of Directors from taking, and disclosing to RSI's shareholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer or from making such disclosure to RSI's shareholders which, as advised in an opinion of any and all information (A) if counsel, is required to do so by any under applicable law. RSI will notify CNI promptly if RSI becomes aware that any inquiries or proposals are received by, rule any information is requested from or regulationany negotiations or discussions are sought to be initiated with, (B) RSI with respect to an Acquisition Proposal, and RSI shall promptly deliver to CNI any government agency written inquiries or regulatory body having or claiming authority proposals received by RSI relating to regulate or oversee any respects an Acquisition Proposal, except, in each case, when RSI has been advised by independent outside counsel for RSI that providing such information to CNI would be likely to result in a breach of the Trustee’s business or fiduciary duties of RSI's Board of Directors to RSI's shareholders. Each time, if any, that the Board of Directors of RSI determines, upon advice of such legal counsel and in the exercise of its Affiliatesgood faith judgment as to its fiduciary duties to shareholders, that it must enter into negotiations with, or furnish any information to, any corporation, partnership, person or other entity or group (Cother than CNI, an affiliate of CNI or their authorized representatives) pursuant concerning any Acquisition Proposal, RSI will give CNI prompt notice of such determination, except in instances where RSI receives the advice of independent, outside legal counsel for RSI that providing such information to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is CNI would be a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney breach of the Trustee having a need to know the same, provided that the Trustee advises such recipient fiduciary duties of the confidential nature RSI's Board of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities AdministratorDirectors.

No Solicitations. From (a) The Company represents and after the Closing Date, the Securities Administrator agrees warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably expected to lead to, any Acquisition Proposal (as hereinafter defined) and will not take any action to personally, by telephone or mail, solicit promptly request the Mortgagor under any Mortgage Loan for any purpose; return of all confidential information regarding the Company provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate third party prior to the date of this Agreement pursuant to the Trustee, any information, including, but not limited to, the names terms of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except confidentiality agreements. Except as otherwise contemplated permitted by this Agreement. In addition, the Securities Administrator agrees that Company shall not, and shall not authorize or permit any Company Subsidiary or any of their respective officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it will not provide to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any third-party, including any Affiliate of inquiries or the Securities Administrator, information that includes the names or social security numbers making of any Mortgagors proposal that constitutes an Acquisition Proposal, or the addresses of (ii) participate in any Mortgaged Properties, related to any Mortgagor discussions or Mortgage Loan, except as otherwise contemplated by this Agreementnegotiations regarding an Acquisition Proposal. Notwithstanding anything herein to the contrarycontrary in this Agreement, if the Company receives an Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of this Section 7.3(a), and the Company Board determines in good faith (after consulting with its outside legal counsel and its financial advisor) that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as defined below), the foregoing Company (x) may furnish non-public information with respect to the Company and the Company Subsidiaries to the person who made such Acquisition Proposal (a "Third Party") and (y) may participate in negotiations regarding such Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, the Company will notify Parent after receipt of any Acquisition Proposal, but shall not be construed required to prohibit disclose to Parent or Acquisition Sub the identity of the Third Party making any such Acquisition Proposal and shall have no duty to notify or update Parent or Acquisition Sub on the status of discussions or negotiations (iincluding the status of such Acquisition Proposal or any amendments or proposed amendments thereto) disclosure between the Company and such Third Party. (b) The Board of any and all information that is Directors of the Company shall not withdraw or becomes publicly knownmodify, or information obtained by the Trustee from sources other than the other parties heretopropose to withdraw or modify, (ii) disclosure in a manner adverse to Parent or Acquisition Sub, its approval or recommendation of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer Offer or the Securities Administrator.Merger unless the Board of Directors of the Company shall have received an Acquisition Proposal reasonably likely to lead to a Superior Proposal and shall have determined in good faith, after consulting with its outside legal counsel and its financial advisor, that this Agreement or the Offer or the Merger is no longer in the best interests of the Company"s stockholders and that such withdrawal or

No Solicitations. From (a) BCB shall not, and shall cause each of its Subsidiaries and its and their Representatives not to, directly or indirectly (i) solicit, initiate, encourage or facilitate (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or proposals regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding an Alternative Transaction or Acquisition Proposal or (iii) enter into any agreement regarding any Alternative Transaction or Acquisition Proposal; provided, however, that if BCB is not otherwise in violation of this Section 8.5, nothing in this Agreement shall prevent the BCB Board of Directors from, pursuant to a customary confidentiality agreement that contains provisions that are no less favorable to BCB than those contained in the Confidentiality Agreement, providing information to, and engaging in such negotiations or discussions with, a person who shall have made from and after the Closing Datedate of this Agreement a bona fide, unsolicited written Acquisition Proposal, with respect to such Acquisition Proposal, directly or through representatives, if the BCB Board of Directors, after consulting with and considering the advice of its outside counsel and financial advisor, determines in good faith that its failure to engage in any such negotiations or discussions would be reasonably likely to be a violation of its fiduciary duties under applicable Law. (b) BCB shall notify FBMS promptly (but in no event later than 48 hours) after receipt of any Acquisition Proposal or any material modification of or material amendment to any Acquisition Proposal, or any request for nonpublic information relating to BCB or any of its Subsidiaries or for access to the properties, books or records of BCB or any of its Subsidiaries by any Person that has made, or to BCB’s Knowledge may be considering making, an Acquisition Proposal. Such notice to FBMS shall be made orally and in writing, and shall indicate the identity of the Person making the Acquisition Proposal or intending to make or considering making an Acquisition Proposal or requesting non-public information or access to the books and records of BCB or any of its Subsidiaries, and the material terms of any such Acquisition Proposal or modification or amendment to an Acquisition Proposal and indicating whether any such Acquisition Proposal or modification or amendment to an Acquisition Proposal is a Superior Proposal. BCB shall notify FBMS promptly (but in no event later than 24 hours) of any material changes in the status and any material changes or modifications in the terms of any such Acquisition Proposal, indication or request. (c) BCB and its Subsidiaries shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than FBMS) conducted heretofore with respect to any of the foregoing, and shall use reasonable best efforts to cause all Persons other than FBMS who have been furnished confidential information regarding BCB in connection with the solicitation of or discussions regarding an Acquisition Proposal or Alternative Transaction within the 12 months prior to the date hereof promptly to return or destroy such information. BCB shall not, and shall cause its Subsidiaries not to, release any third party from, and shall enforce, the Securities Administrator agrees confidentiality and standstill provisions of any agreement to which BCB or its Subsidiaries is a party that it will not remains in effect as of the date hereof, and shall immediately take all steps necessary to terminate any action to personally, by telephone or mail, solicit the Mortgagor approval that may have been heretofore given under any Mortgage Loan for such provisions authorizing any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator Person to make an Acquisition Proposal. (or its affiliatesd) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, at any time prior to the foregoing shall BCB Shareholders’ Meeting, if BCB has received a Superior Proposal (after giving effect to the terms of any revised offer by FBMS pursuant to this Section 8.5(d)), the Board of Directors of BCB may, in connection with such Superior Proposal, make a Change in Recommendation, if and only to the extent that the Board of Directors of BCB has determined in good faith, after consultation with outside counsel and its financial advisor, that the failure to take such action would cause it to violate its fiduciary duties under applicable law; provided, that the Board of Directors of BCB may not be construed to prohibit effect a Change in Recommendation unless: (i) disclosure BCB shall have received a bona fide written Acquisition Proposal and the Board of Directors of BCB shall have concluded in good faith that such Acquisition Proposal is a Superior Proposal, after taking into account any and all information that is amendment or becomes publicly known, or information obtained modification to this Agreement agreed to by the Trustee from sources other than the other parties hereto, FBMS; (ii) disclosure BCB shall have provided prior written notice to FBMS at least five Business Days in advance (the “Notice Period”) of any taking such action, which notice shall advise FBMS that the Board of Directors of BCB has received a Superior Proposal, specify the material terms and all information conditions of such Superior Proposal (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects including the identity of the Trustee’s business Person or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which group making the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or Superior Proposal); (iii) any other disclosure authorized by during the Notice Period, BCB shall, and shall cause its financial advisor and outside counsel to, negotiate with FBMS in good faith (to the extent FBMS desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal; and (iv) the Board of Directors of BCB shall have concluded in good faith that, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications offered or agreed to by FBMS, if any, that such Acquisition Proposal continues to constitute a Superior Proposal. If during the DepositorNotice Period any revisions are made to the Superior Proposal and such revisions are material, BCB shall deliver a new written notice to FBMS and shall comply with the requirements of this Section 8.5(d) with respect to such new written notice, except that the new Notice Period shall two Business Days. In the event that the Board of Directors of BCB does not make the determination referred to in clause (iv) of this paragraph and thereafter seeks to effect a Change in Recommendation, the Seller, the Servicer, the Master Servicer or the Securities Administratorprocedures referred to above shall apply anew and shall also apply to any subsequent Change in Recommendation.

No Solicitations. From (a) Seller shall not, and after shall cause the Closing DateSeller Subsidiaries and the respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and other agents (collectively, the Securities Administrator agrees that it will “Seller Representatives”) not to, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to personallyfacilitate the making of, by telephone any inquiry, offer or mailproposal which constitutes, solicit the Mortgagor under or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in discussions or negotiations regarding any Mortgage Loan for Acquisition Proposal or furnish, or otherwise afford access, to any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator Person (other than Buyer) any information or its affiliates) which are directed at customers data with respect to Seller or any of the Securities Administrator Seller Subsidiaries or otherwise relating to an Acquisition Proposal; (iii) release any Person from, waive any provision of, or its affiliatesfail to enforce any confidentiality agreement or standstill agreement to which Seller is a party; or (iv) enter into any agreement, agreement in principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. Any violation of the public generallyforegoing restrictions by Seller or any Representative, includingwhether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of Seller or otherwise, without limitation, mass mailings based on commercially acquired mailing listsshall be deemed to be a breach of this Agreement by Seller. Seller and Seller Subsidiaries shall, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent cause each of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited Seller Representatives to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related immediately cease and cause to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of terminated any and all information that is or becomes publicly knownexisting discussions, or information obtained by the Trustee from sources other than the other parties heretonegotiations, (ii) disclosure of and communications with any and all information (A) if required to do so by any applicable law, rule or regulation, (B) Persons with respect to any government agency existing or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administratorpotential Acquisition Proposal.

No Solicitations. From Seller and after MPC will not take, nor will they permit the Closing DateCompany, the Securities Administrator agrees that it will not take Subsidiaries or any Affiliate of Seller or MPC (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller, MPC, the Company, the Subsidiaries or any such Affiliate) to take, directly or indirectly, any action to personallysolicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to MPC, the Company or any Subsidiary or permitting access to the Assets and Properties and Books and Records of MPC, the Company or any Subsidiary) or accept any offer or inquiry from any Person concerning an Acquisition Proposal. Notwithstanding the foregoing, MPC or its Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Acquisition Proposal, or (B) 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 telephone or mailany such Person, solicit if and only to the Mortgagor under any Mortgage Loan for any purpose; provided howeverextent that, that it is understood and agreed that promotions undertaken by in the Securities Administrator (or its affiliates) which are directed at customers case of the Securities Administrator actions referred to in clause (or its affiliates) or the public generallyB), including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties heretoMPC Stockholders' Meeting shall not have occurred, (ii) disclosure the Board of Directors of MPC, concludes in good faith after consultation with its financial advisors and legal advisors, that such Acquisition Proposal would reasonably be expected to constitute a Superior Proposal, (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Board of Directors of MPC receives from such Person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement between MPC and Purchaser regarding the sale of the Utility Business and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Board of Directors of MPC notifies Purchaser immediately of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations 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 proposals or offers. Seller and all information (A) if required MPC agree immediately to do so by cease and cause to be terminated any applicable lawexisting activities, rule discussions, or regulation, (B) negotiations with any parties heretofore conducted with respect to any government agency or regulatory body having or claiming authority Acquisition Proposal. Seller and MPC agree to regulate or oversee any respects of take the Trustee’s business or that necessary steps promptly to inform all such Persons of its Affiliates, obligations hereunder. Nothing in this Section 4.04 shall (Cx) pursuant permit Seller or MPC to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or terminate this Agreement (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, except as specifically provided that the Trustee advises such recipient of the confidential nature of the information being disclosedin Article XI), or (iiiy) affect any other disclosure authorized by obligation of Seller or MPC under this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities AdministratorAgreement.

No Solicitations. From and after (a) The Company shall not, directly or indirectly, through any officer, director, employee, representative or agent of the Closing Date, the Securities Administrator agrees that it will not take Company or any action to personally, by telephone or mailof its Subsidiaries, solicit or encourage the Mortgagor under initiation of any Mortgage Loan for inquiries or proposals regarding any purpose; provided howevermerger, that it is understood and agreed that promotions undertaken by the Securities Administrator sale of substantial assets, sale of shares of capital stock (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing listsby way of a tender offer) or similar transactions involving the Company or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"); provided, however, that nothing contained in this Agreement shall prevent the Board of Directors of the Company from referring any third party to this Section 7.2 or from making a copy of this Section 7.2 available to any third party. Nothing contained in this Section 7.2 shall prevent the Board of Directors of the Company from considering, negotiating, approving and recommending to the shareholders of the Company (after consulting with its financial advisors, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor determining after consulting with counsel that the Board of Directors is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so in order to discharge properly its fiduciary duties) an unsolicited bona fide Acquisition Proposal which the Board of Directors determines in good faith would result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal"). (b) The Company shall immediately notify Digital after receipt of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any of its Subsidiaries by any applicable lawPerson that informs the Board of Directors of the Company or such Subsidiary that it is considering making, rule or regulationhas made, an Acquisition Proposal. Such notice to Digital shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (Bc) If the Board of Directors of the Company receives a request for material nonpublic information by a party who makes a bona fide Acquisition Proposal and the Board of Directors of the Company determines that such proposal is a Superior Proposal then, and only in such case, the Company may, subject to the execution of a confidentiality and standstill agreement substantially similar to that then in effect -53- 57 between the Company and Digital, provide such party with access to information regarding the Company. (d) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any parties (other than Digital and Merger Sub) conducted heretofore with respect to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business foregoing. The Company agrees not to release any third party from any confidentiality or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration standstill agreement to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof Company is a party or party. (De) to any AffiliateThe Company shall ensure that the officers, independent or internal auditor, agent, employee or attorney directors and employees of the Trustee having a need to know Company and its Subsidiaries, and any investment banker or other advisor or representative retained by the sameCompany, provided that the Trustee advises such recipient are aware of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by restrictions described in this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities AdministratorSection 7.2.

No Solicitations. From (a) The Company represents and after the Closing Date, the Securities Administrator agrees warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably expected to lead to, any Acquisition Proposal (as hereinafter defined) and will not take any action to personally, by telephone or mail, solicit promptly request the Mortgagor under any Mortgage Loan for any purpose; return of all confidential information regarding the Company provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate third party prior to the date of this Agreement pursuant to the Trustee, any information, including, but not limited to, the names terms of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except confidentiality agreements. Except as otherwise contemplated permitted by this Agreement. In addition, the Securities Administrator agrees that Company shall not, and shall not authorize or permit any Company Subsidiary or any of their respective officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it will not provide to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any third-party, including any Affiliate of inquiries or the Securities Administrator, information that includes the names or social security numbers making of any Mortgagors proposal that constitutes an Acquisition Proposal, or the addresses of (ii) participate in any Mortgaged Properties, related to any Mortgagor discussions or Mortgage Loan, except as otherwise contemplated by this Agreementnegotiations regarding an Acquisition Proposal. Notwithstanding anything herein to the contrarycontrary in this Agreement, if the Company receives an Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of this Section 7.3(a), and the Company Board determines in good faith (after consulting with its outside legal counsel and its financial advisor) that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as defined below), the foregoing Company (x) may furnish non-public information with respect to the Company and the Company Subsidiaries to the person who made such Acquisition Proposal (a "Third Party") and (y) may participate in negotiations regarding such Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, the Company will notify Parent after receipt of any Acquisition Proposal, but shall not be construed required to disclose to Parent or Acquisition Sub the identity of the Third Party making any such Acquisition Proposal and shall have no duty to notify or update Parent or Acquisition Sub on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third Party. (b) The Board of Directors of the Company shall not withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Acquisition Sub, its approval or recommendation of this Agreement or the Offer or the Merger unless the Board of Directors of the Company shall have received an Acquisition Proposal reasonably likely to lead to a Superior Proposal and shall have determined in good faith, after consulting with its outside legal counsel and its financial advisor, that this Agreement or the Offer or the Merger is no longer in the best interests of the Company's stockholders and that such withdrawal or modification is required to satisfy its fiduciary duties to the Company's stockholders under applicable law. (c) Nothing contained in this Section 7.3 shall prohibit the Company from at any time taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or making any disclosure required by Rule 14a-9 promulgated under the Exchange Act. (d) As used in this Agreement, the term "Acquisition Proposal" shall mean any proposed or actual (i) disclosure of any and all information that is merger, consolidation or becomes publicly known, or information obtained by similar transaction involving the Trustee from sources other than the other parties heretoCompany, (ii) disclosure sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects assets of the Trustee’s business Company or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand the Company Subsidiaries representing 15% or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney more of the Trustee having a need to know the same, provided that the Trustee advises such recipient consolidated assets of the confidential nature of Company and the information being disclosedCompany Subsidiaries, or (iii) issue, sale or other disposition by the Company of (including by way of merger, consolidation, share exchange or any other disclosure authorized by this Agreement similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 15% or more of the votes associated with the outstanding securities of the Company, (iv) tender offer or exchange offer in which any person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the Depositorright to acquire beneficial ownership, or any "group" (as such term is defined under the SellerExchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 15% or more of the Serviceroutstanding shares of Company Common Stock, (v) recapitalization, restructuring, liquidation, dissolution, or other similar type of transaction with respect to the Master Servicer Company or (vi) transaction which is similar in form, substance or purpose to any of the Securities Administratorforegoing transactions; provided, however, that the term "Acquisition Proposal" shall not include the Merger and the other Transactions.

No Solicitations. (a) From and after the Closing Datedate hereof, Seller shall not, and shall direct and use commercially reasonable efforts to cause the Subsidiaries, Conning, the Securities Administrator agrees that it will Conning Subsidiaries, RGA and the RGA Subsidiaries, and each of their respective officers, directors, employees, agents, advisors or other representatives (each, a "Representative") not take to, directly or indirectly, (i) solicit, initiate or knowingly encourage the submission of any action Proposal (as defined below), (ii) participate in any discussions or 41 42 negotiations regarding, or furnish to personallyany Person any non-public information with respect to, by telephone any Proposal or mailAlternative Transaction (as defined below), solicit the Mortgagor under any Mortgage Loan for any purposeother than with Buyer; provided provided, however, that it is understood and agreed that promotions undertaken to the extent required by the Securities Administrator fiduciary obligations of Seller's Board of Directors, as determined in good faith by Seller's Board of Directors following consultation with outside counsel, or at the direction of the Department or the Reorganization Proceeding, if Seller receives an unsolicited proposal with respect to a Control Transaction (as defined below), Seller may participate in such discussions or negotiations or furnish (pursuant to a confidentiality agreement in customary form) such information in response to such Proposal or, subject to Section 11.3, authorize, engage in or enter into any agreement with respect to such Control Transaction. Seller will advise Buyer of, and communicate to Buyer the terms of, any Proposal that Seller, the Company, any of the Subsidiaries or any of their respective Representatives, or, if known by the Company, RGA, any of the RGA Subsidiaries, Conning or any of the Conning Subsidiaries, may receive unless the terms of such Proposal prohibit such disclosure, or otherwise directed by the Director. (b) For purposes of this Agreement: (i) "Proposal" means any written proposal or offer from any Person relating to an Alternative Transaction; (ii) "Alternative Transaction" means any (A) direct or indirect acquisition or purchase of any equity securities of, or other equity interest in, the Company or any of the Subsidiaries that if consummated would result in any Person beneficially owning (or its affiliateshaving the right to acquire) which are directed at customers 10% or more of any class of equity securities of, or the equity interest in the Company or any of the Securities Administrator Subsidiaries or which would require approval under any federal, state or local law, rule, regulation or order governing or relating to the current or contemplated operations of the Company or any of the Subsidiaries, (or its affiliatesB) or merger, consolidation, business combination, sale of a material portion of the public generally, assets (including, without limitation, mass mailings based on commercially acquired mailing listsby means of any reinsurance or renewal rights transaction), and newspaperliquidation, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is dissolution or similar transaction involving the Securities Administrator prohibited from responding to unsolicited requests Company or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the TrusteeSubsidiaries or (C) other transaction the consummation of which would reasonably be expected to impede, any informationinterfere with, including, but not limited to, prevent or materially delay the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise transactions with Buyer contemplated by this Agreement. In addition, Agreement or which would reasonably be expected to dilute the Securities Administrator agrees benefits of such transactions to Buyer; and (iii) "Control Transaction" means any transaction that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information involves a (A) if required to do so by any applicable law, rule merger or regulationconsolidation or similar business combination involving the Company or a significant Subsidiary of the Company, (B) to any government agency sale of all or regulatory body having or claiming authority to regulate or oversee any respects substantially all of the Trustee’s business assets of the Company or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand sale or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney issuance of the Trustee having a need to know the same, provided that the Trustee advises such recipient Shares or other equity securities of the confidential nature Company to a Person which, following the completion of such sale or issuance, will beneficially own the Shares or other equity securities of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or Company representing a majority of the Depositor, voting power with respect to the Seller, election of the Servicer, directors of the Master Servicer or the Securities AdministratorCompany.

No Solicitations. (a) From and after the Closing Datedate hereof, Seller shall not, and shall direct and use commercially reasonable efforts to cause the Subsidiaries, Conning, the Securities Administrator agrees that it will Conning Subsidiaries, RGA and the RGA Subsidiaries, and each of their respective officers, directors, employees, agents, advisors or other representatives (each, a "Representative") not take to, directly or indirectly, (i) solicit, initiate or knowingly encourage the submission of any action Proposal (as defined below), (ii) participate in any discussions or negotiations regarding, or furnish to personallyany Person any non-public information with respect to, by telephone any Proposal or mailAlternative Transaction (as defined below), solicit the Mortgagor under any Mortgage Loan for any purposeother than with Buyer; provided provided, however, that it is understood and agreed that promotions undertaken to the extent required by the Securities Administrator fiduciary obligations of Seller's Board of Directors, as determined in good faith by Seller's Board of Directors following consultation with outside counsel, or at the direction of the Department or the Reorganization Proceeding, if Seller receives an unsolicited proposal with respect to a Control Transaction (as defined below), Seller may participate in such discussions or negotiations or furnish (pursuant to a confidentiality agreement in customary form) such information in response to such Proposal or, subject to Section 11.3, authorize, engage in or enter into any agreement with respect to such Control Transaction. Seller will advise Buyer of, and communicate to Buyer the terms of, any Proposal that Seller, the Company, any of the Subsidiaries or any of their respective Representatives, or, if known by the Company, RGA, any of the RGA Subsidiaries, Conning or any of the Conning Subsidiaries, may receive unless the terms of such Proposal prohibit such disclosure, or otherwise directed by the Director. (b) For purposes of this Agreement: (i) "Proposal" means any written proposal or offer from any Person relating to an Alternative Transaction; (ii) "Alternative Transaction" means any (A) direct or indirect acquisition or purchase of any equity securities of, or other equity interest in, the Company or any of the Subsidiaries that if consummated would result in any Person beneficially owning (or its affiliateshaving the right to acquire) which are directed at customers 10% or more of any class of equity securities of, or the equity interest in the Company or any of the Securities Administrator Subsidiaries or which would require approval under any federal, state or local law, rule, regulation or order governing or relating to the current or contemplated operations of the Company or any of the Subsidiaries, (or its affiliatesB) or merger, consolidation, business combination, sale of a material portion of the public generally, assets (including, without limitation, mass mailings based on commercially acquired mailing listsby means of any reinsurance or renewal rights transaction), and newspaperliquidation, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is dissolution or similar transaction involving the Securities Administrator prohibited from responding to unsolicited requests Company or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the TrusteeSubsidiaries or (C) other transaction the consummation of which would reasonably be expected to impede, any informationinterfere with, including, but not limited to, prevent or materially delay the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise transactions with Buyer contemplated by this Agreement. In addition, Agreement or which would reasonably be expected to dilute the Securities Administrator agrees benefits of such transactions to Buyer; and (iii) "Control Transaction" means any transaction that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information involves a (A) if required to do so by any applicable law, rule merger or regulationconsolidation or similar business combination involving the Company or a significant Subsidiary of the Company, (B) to any government agency sale of all or regulatory body having or claiming authority to regulate or oversee any respects substantially all of the Trustee’s business assets of the Company or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand sale or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney issuance of the Trustee having a need to know the same, provided that the Trustee advises such recipient Shares or other equity securities of the confidential nature Company to a Person which, following the completion of such sale or issuance, will beneficially own the Shares or other equity securities of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or Company representing a majority of the Depositor, voting power with respect to the Seller, election of the Servicer, directors of the Master Servicer or the Securities AdministratorCompany.

No Solicitations. (a) From and after the Closing Datedate hereof, (i) CILCORP will not, and will not authorize or permit any of its Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined in Section 7.8(b) hereof) from any person, or engage in any discussion or negotiations relating thereto and (ii) neither the Board of Directors of CILCORP nor any committee thereof shall (A) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to AES, the Securities Administrator agrees that it will not take approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement, (B) approve or recommend, or propose publicly to approve or recommend, any action Acquisition Proposal, or (C) cause CILCORP or any CILCORP Subsidiary to personallyenter into any letter of intent, by telephone agreement in principle, acquisition agreement or mailother similar agreement (each, solicit the Mortgagor under an "Acquisition Agreement") related to any Mortgage Loan for any purposeAcquisition Proposal; provided provided, however, that CILCORP may, at any time prior to receipt of CILCORP Stockholders' Approval (the "CILCORP Applicable Period"), (i) in response to an Acquisition Proposal which was not solicited by it is understood and agreed that promotions undertaken by the Securities Administrator (or its affiliatesRepresentatives and which did not otherwise result from a breach of this Section 7.8, if the Board of Directors of CILCORP (x) which are directed at customers reasonably believes in good faith, after consultation with its financial advisors, that an Acquisition Proposal may be a Superior Proposal (as defined in Section 7.8(b) hereof) and (y) determines in good faith, after consultation with its financial advisors and outside counsel, that failing to take such action could reasonably be expected to be a breach of its fiduciary duties to CILCORP's stockholders under applicable law, and subject to providing AES with prior written notice of its decision to take such action (the "CILCORP Notice") and compliance with Section 7.8(c) hereof, (1) furnish information with respect to CILCORP and the CILCORP Subsidiaries to any person making a Superior Proposal pursuant to a customary confidentiality agreement and (2) participate in discussions or negotiations regarding such Superior Proposal, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer (provided that, except in connection with a termination of this Agreement pursuant to clause (iii) of this proviso, neither CILCORP nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify, its position with respect to this Agreement or the Merger or approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposal), and/or (iii) in the event that during the CILCORP Applicable Period the Board of Directors of CILCORP reasonably believes in good faith, after consultation with its financial advisors and outside counsel, (x) that it has received an Acquisition Proposal that constitutes a Superior Proposal and (y) that failure to terminate this Agreement and accept such Superior Proposal could reasonably be expected to be a breach of its fiduciary duties to CILCORP's stockholders under applicable law, by action of the Securities Administrator Board of Directors of CILCORP (subject to this sentence and Section 9.1(d)(ii) hereof), terminate this Agreement (and, following the exercise of such termination right, withdraw or modify in any adverse manner its affiliates) approval or recommendation of this Agreement or the public generally, including, without limitation, mass mailings based on commercially acquired mailing listsMerger, and newspaperapprove or recommend any merger, radio and television advertisementsconsolidation, shall not constitute solicitations under this Section 8.17business combination, nor is recapitalization, liquidation, dissolution or similar transaction involving CILCORP or any such CILCORP Subsidiary, other than the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise transactions contemplated by this Agreement), but only at a time that is during the CILCORP Applicable Period and is after the third business day following AES' receipt of written notice advising AES that the Board of Directors of CILCORP is prepared to accept a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal. In additionCILCORP shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by CILCORP or its Representatives with respect to any of the Securities Administrator agrees foregoing. (b) As used herein, (i) "Acquisition Proposal" shall mean any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business (a "Material Business") that constitutes 15% or more of the net revenues, net income or the assets (including equity securities) of CILCORP and the CILCORP Subsidiaries, taken as a whole, or 15% or more of any class of voting securities of CILCORP or any CILCORP Subsidiary owning, operating or controlling a Material Business, any tender offer or exchange offer that it will not provide to consummated would result in any third-party, including any Affiliate of the Securities Administrator, information that includes the names person beneficially owing 15% or social security numbers more of any Mortgagors class of voting securities of CILCORP or any such CILCORP Subsidiary, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CILCORP or any such CILCORP Subsidiary, other than the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise transactions contemplated by this Agreement. Notwithstanding anything herein ; provided, however, that no transaction permitted pursuant to the contrary, the foregoing Section 6.1(f) hereof shall not be construed to prohibit (i) disclosure of deemed an Acquisition Proposal for any purpose and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure a "Superior Proposal" shall mean any proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of CILCORP Common Stock then outstanding or all or substantially all the assets of CILCORP which the Board of Directors of CILCORP determines in its good faith judgment, after consultation with its financial advisors and outside counsel, to be more favorable to CILCORP's Stockholders (taking into account any changes to the financial terms of this Agreement proposed by AES in response to such proposal and all information (A) if required to do so by any applicable lawfinancial and strategic considerations, rule or regulationincluding relevant legal, (B) to any government agency or financial, regulatory body having or claiming authority to regulate or oversee any respects and other aspects of the Trustee’s business or that proposal and the third party making such proposal and the conditions and the prospects for completion of its Affiliatessuch proposal, (Cthe strategic direction and benefits sought by CILCORP and any changes to this Agreement proposed by AES in response to such proposal) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which than the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of Merger and the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized transactions contemplated by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities AdministratorAgreement.

No Solicitations. (a) From and after the date hereof until the Closing Dateor until this Agreement is terminated or abandoned as provided in this Agreement, neither Seller nor any of its officers, directors, employees or agents retained by or acting on behalf of Seller, shall directly or indirectly (i) solicit or initiate discussion with or (ii) except as permitted below, enter into negotiations or agreements with, or furnish any information that is not publicly available to, any corporation, partnership, person or other entity or group (other than Purchaser or its authorized representatives pursuant to this Agreement) concerning any proposal for a merger, sale of any of the Securities Administrator agrees that it Stores, sale of shares of stock or securities or other takeover or business combination transaction (an "Acquisition Proposal") involving Seller, and Seller will instruct its officers, directors, advisors and its financial and legal representatives and consultants not to take any action contrary to personallythe foregoing provisions of this sentence. Seller will notify Purchaser promptly in writing if it becomes aware that any inquiries or proposals are received by, by telephone any information is requested from or mailany negotiations or discussions are sought to be initiated with, solicit Seller with respect to an Acquisition Proposal. (b) Notwithstanding the Mortgagor under any Mortgage Loan for any purpose; provided howeverforegoing, that it is understood and agreed that promotions undertaken by the Securities Administrator (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide in response to any third-partyAcquisition Proposal that has not been solicited in violation of Section 5.3(a), including any Affiliate of the TrusteeSeller may furnish information concerning its business, any information, including, but not limited to, the names of any Mortgagors properties or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein assets to the contrary, person (a "Potential Acquiror") making such unsolicited Acquisition Proposal and participate in negotiations with the foregoing shall not be construed to prohibit Potential Acquiror if (i) disclosure Seller's Board of Directors concludes in good faith that such person is reasonably capable of consummating such Acquisition Proposal, taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the person making the Acquisition Proposal, and that such Acquisition Proposal could reasonably be expected to result in a Superior Offer (as defined below), and (ii) the Board of Directors concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be likely to be inconsistent with its fiduciary obligations to the stockholders of Seller under applicable laws of the State of Georgia. Seller will keep Purchaser fully informed of amendments or proposed amendments to any and all information that is such Acquisition Proposal. (c) The Board of Directors of Seller (i) shall not withdraw or becomes publicly knownmodify or propose to withdraw or modify, in any manner adverse to Purchaser, the approval or recommendation of the Board of Directors of this Agreement or (ii) approve or recommend, or information obtained by propose to approve or recommend, any Acquisition Proposal, unless, in each case, Seller's Board of Directors determines in good faith, based on advice of outside legal counsel, that such Acquisition Proposal is a Superior Offer and the Trustee failure to take such action would reasonably be likely to be inconsistent with its fiduciary duties under applicable laws of the State of Georgia. (d) The term "Superior Offer" means an Acquisition Proposal that the Board of Directors determines in good faith (i) is more favorable to Seller's stockholders from sources other a financial point of view than the other parties heretoterms of this Agreement, (ii) disclosure of any that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into accounting, legal, financial, regulatory and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects other aspects of the Trustee’s business or that of its AffiliatesAcquisition Proposal and the person making the Acquisition Proposal, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or and (iii) any after consultation with its financial advisor and legal counsel and such other disclosure authorized by this Agreement or matters as the DepositorBoard of Directors deems relevant, the Sellerand after considering applicable provisions of state law, the Servicer, the Master Servicer or the Securities Administratorthat failure to approve such Acquisition Proposal could reasonably be expected to result in a breach of its fiduciary duties under applicable law.

No Solicitations. From (a) CVBK shall not, and shall cause each of its Subsidiaries and its and their Representatives, directors, officers and employees, not to, directly or indirectly (i) solicit, initiate, encourage or facilitate (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or proposals regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding an Alternative Transaction or Acquisition Proposal or (iii) enter into any agreement regarding any Alternative Transaction or Acquisition Proposal; provided, however, that if CVBK is not otherwise in violation of this Section 8.5, nothing in this Agreement shall prevent the CVBK Board of Directors from, pursuant to a customary confidentiality agreement that contains provisions that are no less favorable to CVBK than those contained in the Confidentiality Agreement, providing information to, and engaging in such negotiations or discussions with, a person who shall have made from and after the Closing Datedate of this Agreement a bona fide, unsolicited written Acquisition Proposal, with respect to such Acquisition Proposal, directly or through Representatives, if the CVBK Board of Directors, after consulting with and considering the advice of its outside counsel and financial advisor, determines in good faith that its failure to engage in any such negotiations or discussions would be reasonably likely to be a violation of its fiduciary duties under applicable Law. (b) CVBK shall notify CFFI promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal or any material modification of or material amendment to any Acquisition Proposal, or any request for nonpublic information relating to CVBK or any of its Subsidiaries or for access to the properties, books or records of CVBK or any of its Subsidiaries by any Person that has made, or to CVBK’s Knowledge may be considering making, an Acquisition Proposal. Such notice to CFFI shall be made orally and in writing, and shall indicate the identity of the Person making the Acquisition Proposal or intending to make or considering making an Acquisition Proposal or requesting non-public information or access to the books and records of CVBK or any of its Subsidiaries, and the material terms of any such Acquisition Proposal or modification or amendment to an Acquisition Proposal and indicating whether any such Acquisition Proposal or modification or amendment to a Acquisition Proposal is a Superior Proposal. CVBK shall keep CFFI fully informed, on a current basis, of any material changes in the status and any material changes or modifications in the terms of any such Acquisition Proposal, indication or request. (c) CVBK and its Subsidiaries shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than CFFI and CFFI Merger Sub) conducted heretofore with respect to any of the foregoing, and shall use reasonable best efforts to cause all Persons other than CFFI and CFFI Merger Sub who have been furnished confidential information regarding CVBK in connection with the solicitation of or discussions regarding an Acquisition Proposal or Alternative Transaction within the 12 months prior to the date hereof promptly to return or destroy such information. CVBK shall not, and shall cause its Subsidiaries not to, amend or release any third party from, and shall enforce, the Securities Administrator agrees confidentiality and standstill provisions of any agreement to which CVBK or its Subsidiaries is a party that it will not remains in effect as of the date hereof, and shall immediately take all steps necessary to terminate any action to personally, by telephone or mail, solicit the Mortgagor approval that may have been heretofore given under any Mortgage Loan for such provisions authorizing any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator Person to make an Acquisition Proposal. (or its affiliatesd) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, at any time prior to the foregoing shall CVBK Shareholders’ Meeting, if the CVBK has received a Superior Proposal (after giving effect to the terms of any revised offer by CFFI pursuant to this Section 8.5(d)), the Board of Directors of CVBK may, in connection with such Superior Proposal, make a Change in Recommendation, if and only to the extent that the Board of Directors of CVBK has determined in good faith, after consultation with outside counsel and its financial advisor, that the failure to take such action would cause it to violate its fiduciary duties under applicable Law; provided, that the Board of Directors of CVBK may not be construed to prohibit effect a Change in Recommendation unless: (i) disclosure CVBK shall have received an unsolicited bona fide written Acquisition Proposal and the Board of Directors of CVBK shall have concluded in good faith that such Acquisition Proposal is a Superior Proposal, after taking into account any and all information that is amendment or becomes publicly known, or information obtained modification to this Agreement agreed to by the Trustee from sources other than the other parties hereto, CFFI; (ii) disclosure CVBK shall have provided prior written notice to CFFI at least five calendar days in advance (the “Notice Period”) of taking such action, which notice shall advise CFFI that the Board of Directors of CVBK has received a Superior Proposal, specify the material terms and conditions of such Superior Proposal (including the identity of the Person or group making the Superior Proposal) and attach copies of all documents received by CVBK or Central Virginia Bank in connection with such Superior Proposal and promptly provide to CFFI copies of any and all information (A) if required to do so by any applicable law, rule revisions or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or updates thereto; (iii) any other disclosure authorized by during the Notice Period, CVBK shall, and shall cause its Representatives to, negotiate with CFFI in good faith (to the extent CFFI desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal; and (iv) the Board of Directors of CVBK shall have concluded in good faith that, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications offered or agreed to by CFFI, if any, that such Acquisition Proposal continues to constitute a Superior Proposal. If during the DepositorNotice Period any revisions are made to the Superior Proposal and such revisions are material, CVBK shall deliver a new written notice to CFFI and shall comply with the requirements of this Section 8.5(d) with respect to such new written notice, except that the new Notice Period shall be two calendar days. In the event that the Board of Directors of CVBK does not make the determination referred to in clause (iv) of this paragraph and thereafter seeks to effect a Change in Recommendation, the Seller, the Servicer, the Master Servicer or the Securities Administratorprocedures referred to above shall apply anew and shall also apply to any subsequent Change in Recommendation.

No Solicitations. From and (a) EN Bancorp shall not after the Closing Datedate hereof, and shall cause the EN Bancorp Subsidiaries and the respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and other agents (collectively, the Securities Administrator agrees that it will “EN Bancorp Representatives”) not to after the date hereof, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to personallyfacilitate the making of, by telephone any inquiry, offer or mailproposal which constitutes, solicit the Mortgagor under or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in discussions or negotiations regarding any Mortgage Loan for Acquisition Proposal or furnish, or otherwise afford access, to any purpose; provided however, that it is understood and agreed that promotions undertaken by the Securities Administrator Person (other than ESSA Bancorp) any information or its affiliates) which are directed at customers data with respect to EN Bancorp or any of the Securities Administrator EN Bancorp Subsidiaries or otherwise relating to an Acquisition Proposal; (iii) release any Person from, waive any provision of, or its affiliatesfail to enforce any confidentiality agreement or standstill agreement to which EN Bancorp is a party; or (iv) enter into any agreement, agreement in principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. Any violation of the public generallyforegoing restrictions by EN Bancorp or any Representative, includingwhether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of EN Bancorp or otherwise, without limitation, mass mailings based on commercially acquired mailing listsshall be deemed to be a breach of this Agreement by EN Bancorp. EN Bancorp and EN Bancorp Subsidiaries shall, and newspaper, radio and television advertisements, shall not constitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or agent cause each of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate of the Trustee, any information, including, but not limited EN Bancorp Representatives to, the names of any Mortgagors or the addresses of any Mortgaged Properties, related immediately cease and cause to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of terminated any and all information that is or becomes publicly knownexisting discussions, or information obtained by the Trustee from sources other than the other parties heretonegotiations, (ii) disclosure of and communications with any and all information (A) if required to do so by any applicable law, rule or regulation, (B) Persons with respect to any government agency existing or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by this Agreement or the Depositor, the Seller, the Servicer, the Master Servicer or the Securities Administratorpotential Acquisition Proposal.