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. 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. 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. (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 and after Except as provided below, from the Closing Datedate of this Agreement until the earlier of the termination of this Agreement or the Effective Time, neither the Securities Administrator agrees that it will not Company nor any of its Subsidiaries shall, nor shall they authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other advisor or representative (each, a "Representative") retained by or acting for or on behalf of the Company or any of its Subsidiaries to, directly or indirectly, (i) take any action to personallyknowingly solicit, initiate, continue, facilitate or encourage (including by telephone way of furnishing or maildisclosing non-public information) any offer or proposal for a merger, solicit consolidation or other business combination involving the Mortgagor under Company or any Mortgage Loan for of its Subsidiaries or any purpose; provided howeverproposal or offer to acquire in any manner, that it is understood and agreed that promotions undertaken by the Securities Administrator (directly or its affiliates) which are directed at customers indirectly, 15% or more 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 shares of a Mortgagor. In addition, the Trustee agrees that it will not provide to any third-party, including any Affiliate class of voting securities of the Trustee, Company or any information, including, but not limited to, the names of any Mortgagors its Subsidiaries 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 a substantial portion of the Securities Administratorassets of the Company or any of its Subsidiaries, 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 transactions contemplated by this Agreement or by the DepositorStock Option Agreement (any of the foregoing being referred to as an "Acquisition Proposal"), or (ii) knowingly engage in negotiations, discussions or communications regarding or disclose any information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has made, an Acquisition Proposal. The Board of Directors of the Company (including any committee thereof) shall not withdraw or modify in a manner adverse to Parent the approval and recommendation of the Offer, this Agreement, the SellerStock Option Agreement or the Merger or approve or recommend any Acquisition Proposal. Notwithstanding the foregoing, (i) the Company may participate in discussions or negotiations with or furnish information to any third party which makes a written Acquisition Proposal which either (x) is not subject to a financing contingency and involves the purchase for cash of 100% of the Company Common Stock at a price per share greater than the purchase price of the Offer or (y) provides for the acquisition of 100% of the Company Common Stock for consideration, not consisting entirely of cash, which the Company's Board of Directors determines, based on the advice of its financial advisor, is financially superior to the purchase price of the Offer (in the case of either (x) or (y), a "Superior Proposal"), and (ii) the Board of Directors or any committee thereof may withdraw or modify in a manner adverse to Parent the approval or recommendation of this Agreement, the ServicerOffer or the Merger and may approve or recommend any such Superior Proposal, if, in the case of either (i) or (ii), the Master Servicer or the Securities Administrator.Board of Directors of the

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 (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. From Subject to Section 10 hereof, each Principal Stockholder, in such Principal Stockholder’s capacity as a beneficial owner of Shares and after New Shares (as defined in Section 7 hereof), agrees that such Principal Stockholder shall not, nor shall such Principal Stockholder permit any Person “controlling” it or under its “control” (as such term is used in the Closing DateExchange Act) to, (a) directly or indirectly solicit, initiate, propose or take any other action to facilitate any Takeover Proposal, (b) enter into any agreement, arrangement or understanding with respect to any Takeover Proposal (including any letter of intent or agreement in principle), (c) initiate or participate in any way in any negotiations or discussions regarding a Takeover Proposal, (d) furnish or disclose to any Third Party any information with respect to, or which would be reasonably expected to lead to, any Takeover Proposal, (e) solicit proxies or become a “participant” in or otherwise assist a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) that would reasonably be expected to compete with, or would reasonably be expected to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of, the Securities Administrator agrees that it will not take Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction (including with respect to any Takeover Proposal or any action related thereto), (f) otherwise encourage or assist any Person in taking or planning any action (including any Takeover Proposal or any action related thereto) which would reasonably be expected to personallycompete with or otherwise would reasonably be expected to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of, the Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction, (g) directly or indirectly encourage, initiate or cooperate in a stockholders’ vote or action by telephone written consent of the Company’s stockholders that would reasonably be expected to compete with or mailwould reasonably be expected to interfere with, solicit delay, discourage, adversely affect or inhibit the Mortgagor under timely consummation of, the Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction (including with respect to any Mortgage Loan Takeover Proposal or any action related thereto) or (h) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company for any purpose; provided howeverpurpose that would reasonably be expected to compete with, that it is understood and agreed that promotions undertaken by or would reasonably be expected to interfere with, delay, discourage, adversely affect or inhibit the Securities Administrator (or its affiliates) which are directed at customers timely consummation of the Securities Administrator Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate the Transaction (including with respect to any Takeover Proposal or its affiliates) or any action related thereto). Each of the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, Principal Stockholders shall not constitute solicitations under be liable for any breach 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 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 5 by any applicable law, rule Person controlling it 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 under 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 Administratorcontrol.

No Solicitations. From and after Prior to the Closing DateEffective Time or until the termination of this Agreement, no member of Holding's consolidated group shall, without the Securities Administrator agrees that it will not take any action to personally, by telephone prior approval of Whitney: (a) directly or mailindirectly, solicit or initiate inquiries or proposals with respect to any Acquisition Transaction, or (b) except to the Mortgagor under any Mortgage Loan for any purpose; provided however, that it is understood and agreed that promotions undertaken extent determined by the Securities Administrator (or Board of Directors of Holding in good faith, after consultation with its affiliates) which are directed at customers of financial advisors and its legal counsel, to be required to discharge properly the Securities Administrator (or directors' fiduciary duties to Holding's consolidated group and 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 shareholders, (i) disclosure of furnish any and all information that is or becomes publicly knownrelating to, or information obtained by the Trustee from sources participate in any negotiations or discussions concerning, any Acquisition Transaction or any other than the other parties heretoacquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it, (ii) disclosure withdraw its recommendation to the shareholders 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 Holding 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 disclosedCompany Merger, or (iii) make a recommendation of any other disclosure authorized Acquisition Transaction, or any other business combination with it, other than as contemplated by this Agreement (and in no event will any such information be supplied except pursuant to a confidentiality agreement in form and substance substantially the same as the Confidentiality Agreement). Each member of Holding's consolidated group shall instruct its officers, directors, agents and affiliates to refrain from doing any of the foregoing, and will notify Whitney immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with it or any of its officers, directors, agents and affiliates; provided, however, that nothing contained herein shall be deemed to prohibit any officer or director of any member of Holding's consolidated group from taking any action that the DepositorBoard of Directors of such member, as the Sellercase may be, determines, in good faith after consultation with outside legal counsel, is required by law or is required to discharge his fiduciary duties to Holding's consolidated group and Holding's shareholders. Holding and the Servicer, the Master Servicer Bank shall immediately cease and cause to be terminated all existing discussions or the Securities Administratornegotiations with any persons conducted heretofore with respect to any Acquisition Transaction.

No Solicitations. (a) From and after the Closing Date, date of this Agreement until 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 earlier 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 termination 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 DepositorClosing, neither Seller nor Parent will take, nor permit the Company or any Affiliate of Seller or Parent (or authorize or permit any Representative retained by or acting for or on behalf of Seller, Parent, the Company or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing information with respect to the Company or permitting access to the Assets and Properties and Books and Records of the Company) any offer or inquiry or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to lead to an Acquisition Proposal. If Seller, Parent, the Company, any such Affiliate or Representative receives from any Person any offer, inquiry or informational request referred to above, Seller and Parent will promptly advise such Person, by written notice, of the terms of this Section 4.04 and will promptly (and in any event within twenty-four (24) hours of such receipt), orally and in writing, advise Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchaser. Seller, Parent, the Company or any such Affiliate or Representative immediately shall cease and cause to be terminated all existing discussions or negotiations with any such Person conducted heretofore with respect to an Acquisition Proposal and will cease any action to knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. (b) Notwithstanding Section 4.04(a), from and after the date of this Agreement, Parent, directly or indirectly, may take any of the actions referred to in Section 4.04(c), in response to an unsolicited and bona fide Acquisition Proposal in writing received after the date of this Agreement that did not result or arise from a breach of Section 4.04(a), if and only to the extent that the Parent Board concludes in good faith, after consultation with, and based on the advice of, its legal and financial advisers, that such Acquisition Proposal constitutes a Superior Proposal and that the failure to take such action would be in breach of the fiduciary duties of Parent’s directors or would violate their obligations to the extent applicable under the City Code on Takeovers and Mergers, the Companies ▇▇▇ ▇▇▇▇, the Companies ▇▇▇ ▇▇▇▇, the rules and regulations of the UKLA or any other applicable Laws or regulations or rules of a Governmental or Regulatory Authority. (c) Upon the terms and subject to the conditions set forth in Section 4.04(b), Parent may (i) furnish information with respect to the Company to a Person (and the Representatives of such Person) making an Acquisition Proposal (provided, that such Person has entered into a confidentiality agreement with the Company substantially similar to and no less favorable to the Company than the confidentiality provisions of Section 13.05), and (ii) engage in discussions or negotiations with such Person and its Representatives regarding any such Acquisition Proposal; provided, however, that Parent and Seller shall furnish or make available to Purchaser any non-public information concerning the Company that is furnished or made available to the Person (and the Representatives of such Person) making such Acquisition Proposal that has not previously been furnished or made available to Purchaser prior to or at the time it is furnished or made available to such other Person. (d) Parent and Seller shall ensure that the Representatives of Parent, Seller, the Servicer, Company and their respective Affiliates are aware of the Master Servicer or the Securities Administrator.restrictions described in this

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 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.

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 (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) 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 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 (a) The Company shall not, and after the Closing Dateshall 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 with respect to the Company, by telephone or, in the event of any unsolicited Takeover Proposal with respect to the Company, engage in negotiations or mailprovide any confidential information or data to any person relating to any Takeover Proposal with respect to the Company. (b) The Company shall notify Parent 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 Takeover 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 48 hours of the receipt thereof. (c) The Company shall immediately cease and cause to be terminated all existing discussions and negotiations, and newspaperif any, radio and television advertisements, shall not constitute solicitations under with any other persons conducted heretofore with respect to any Takeover Proposal regarding the Company. (d) Notwithstanding anything in 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 9.10 to the contrary, the foregoing shall not be construed to prohibit : (i) disclosure The Company may, prior to the vote of the shareholders of the Company for approval of the Merger (and not thereafter if the Merger is approved thereby) in response to an unsolicited request therefor, furnish information, including non-public information, to any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) pursuant to a confidentiality agreement on substantially the same terms as provided in the Company Confidentiality Agreement to the extent that the Board of Directors of the Company determines in good faith after consultation with and all information based on the advice of outside counsel that is or becomes publicly known, or information obtained such action could reasonably be required by the Trustee from sources their fiduciary duties under applicable law. (ii) The Company may engage in discussions and negotiations (but may not enter into any binding agreement regarding a Takeover Proposal other than the confidentiality agreement referenced in Section 9.10(d)(i) above) with any Person or group that has made an unsolicited Takeover Proposal, among other parties heretothings, to determine whether such proposal (as opposed to any further negotiated proposal) is a Superior Takeover Proposal and (ii) disclosure the Company may take and disclose to its shareholders a position contemplated by Rule 14e-2(a) following the Company's receipt of any and all information (Aa Takeover Proposal that is in the form of a tender offer under Section 14(e) 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 AdministratorExchange Act.

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 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) During the Interim Period, Seller shall not take, and shall cause the Acquired Companies not to take, and shall use commercially reasonable efforts to cause its other Affiliates and their respective Representatives not to take any action to initiate, solicit, negotiate, assist, or facilitate (including by furnishing confidential information with respect to the Acquired Companies, permitting access to their Assets or their books and records or participating in any discussions in respect thereof, in each case, for the purposes contemplated by this Section 6.17(a)) any offer from any Person concerning any proposal for a merger or other business combination or similar transaction to which the Acquired Companies is a party or the acquisition of any Equity Interest in, or of all or substantially all of the Assets of, any Acquired Company other than, for purposes of clarity, transactions involving Seller Guarantor or its Affiliates (other than the Acquired Companies or their respective Assets) that do not impact the enforceability of this Agreement, the Seller Guaranty or any Ancillary Agreements. Seller shall, and shall cause the Acquired Companies to, and shall exercise its commercially reasonable efforts to cause its Affiliates and their respective Representatives to, promptly cease any such discussions or negotiations with any Person (other than Buyer or its Affiliates) in progress as of the date hereof. (b) Within ten (10) Business Days of the date of this Agreement, the Parties shall use commercially reasonable efforts, or shall use commercially reasonable efforts to cause their respective Affiliates, to execute and deliver a Contract granting Buyer and its Affiliates exclusivity during the Interim Period on terms, inter alia, substantially as set forth in Section 6.17(a) with respect to the electric generating facility described in Section 1.1-N of the Seller Disclosure Schedule. (c) During the period after the Closing Date, Seller and its Affiliates shall not employ, retain or hire or solicit for employment, retention or hire 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 affiliatesPerson(s) which are directed at customers set forth on Section 6.17(b) of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, Seller Disclosure Schedule and newspaper, radio and television advertisements, shall not constitute solicitations under this induce such Person(s) set forth on 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 6.17(b) of the TrusteeSeller Disclosure Schedule to terminate or breach an employment, contractual or other relationship with any informationAcquired Company, 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 or any vendor or contractor to any subpoena, civil investigative demand Acquired Company or similar demand or request its Affiliates; provided the foregoing covenants and restrictions shall not include any general solicitations of any court, regulatory authority, arbitrator or arbitration to which employment not specifically targeted at the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (DPerson(s) to any Affiliate, independent or internal auditor, agent, employee or attorney set forth on Section 6.17(b) of the Trustee having a need Seller Disclosure Schedule, including responses 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 Administratorgeneral advertisements.

No Solicitations. From Subject to Section 10 hereof, each Principal Stockholder, in such Principal Stockholder's capacity as a beneficial owner of Shares and after New Shares (as defined in Section 7 hereof), agrees that such Principal Stockholder shall not, nor shall such Principal Stockholder permit any Person "controlling" it or under its "control" (as such term is used in the Closing DateExchange Act) to, (a) directly or indirectly solicit, initiate, propose or take any other action to facilitate any Takeover Proposal, (b) enter into any agreement, arrangement or understanding with respect to any Takeover Proposal (including any letter of intent or agreement in principle), (c) initiate or participate in any way in any negotiations or discussions regarding a Takeover Proposal, (d) furnish or disclose to any Third Party any information with respect to, or which would be reasonably expected to lead to, any Takeover Proposal, (e) solicit proxies or become a "participant" in or otherwise assist a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) that would reasonably be expected to compete with, or would reasonably be expected to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of, the Securities Administrator agrees that it will not take Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction (including with respect to any Takeover Proposal or any action related thereto), (f) otherwise encourage or assist any Person in taking or planning any action (including any Takeover Proposal or any action related thereto) which would reasonably be expected to personallycompete with or otherwise would reasonably be expected to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of, the Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction, (g) directly or indirectly encourage, initiate or cooperate in a stockholders' vote or action by telephone written consent of the Company's stockholders that would reasonably be expected to compete with or mailwould reasonably be expected to interfere with, solicit delay, discourage, adversely affect or inhibit the Mortgagor under timely consummation of, the Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction (including with respect to any Mortgage Loan Takeover Proposal or any action related thereto) or (h) become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company for any purpose; provided howeverpurpose that would reasonably be expected to compete with, that it is understood and agreed that promotions undertaken by or would reasonably be expected to interfere with, delay, discourage, adversely affect or inhibit the Securities Administrator (or its affiliates) which are directed at customers timely consummation of the Securities Administrator Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate the Transaction (including with respect to any Takeover Proposal or its affiliates) or any action related thereto). Each of the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, Principal Stockholders shall not constitute solicitations under be liable for any breach 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 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 5 by any applicable law, rule Person controlling it 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 under 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 Administratorcontrol.