Common use of Exclusivity and Standstill Clause in Contracts

Exclusivity and Standstill. Beginning on the date of this Agreement and continuing, subject to the two last sentences of this section, until the earliest to occur of (A) the date that the exclusivity and standstill provision contained in paragraph 3 of the support and standstill agreement executed with PGE and Prime Group Realty, L.P. ("PGLP") on the date hereof (the "PGE SSA") expires, (B) an earlier termination of the MOU by Cadim, (C) five (5) business days after negotiations between Cadim and the PGI Parties, on the one hand, and PGE, on the other hand, terminate, or (D) such other date as the parties may mutually agree in writing (such period, the "Exclusivity Period"), while Cadim conducts its due diligence relating to PGE and its operating partnership, PGLP, Residential Newco, and the PGI Parties and in consideration of the substantial time, effort and expense that Cadim will undertake, each of the PGI Parties, jointly and severally, agrees (a) that it shall not, and shall use its best efforts to ensure that its affiliates or Representatives shall not, take any action, either directly or indirectly, to initiate, assist, solicit or encourage, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to (i) the refinancing of the Prudential Loan or the Vernado Loan, any loans similar to the Cadim Residential Newco Loan, the Cadim PGI Loan or the Cadim Mezzanine Loan or any similar financing or transaction (any such proposal or offer being hereinafter referred to as a "Refinancing Proposal") or (ii) a Transaction (as hereafter defined) involving PGE, PGLP, any PGI Party or any of their affiliates, other than a Transaction among Cadim, PGE, PGLP, the PGI Parties and their respective shareholders and affiliates as contemplated by the MOU (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Refinancing Proposal or an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Refinancing Proposal or an Acquisition Proposal or take any other action which may be reasonably expected to lead to any Refinancing Proposal or Acquisition Proposal; (b) that it will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and will advise such parties that it is not in a position to negotiate further with them during the Exclusivity Period or to provide any further due diligence materials and (c) that it shall not, and shall use its best efforts to ensure that its affiliates or Representatives shall not, acquire, directly or indirectly, any shares of beneficial interest of PGE or units in PGLP (whether by way of purchase, exercise of option, transfer or otherwise, including, without limitation, from an affiliate) except in connection with the Offer and the Merger as contemplated by the MOU; provided, however, that this Exclusivity provision shall not restrict Primestone from (i) having discussions with Prudential solely regarding the Prudential Loan or (ii) having discussions with Vornado solely regarding Vornado's right of first offer in connection with the Cadim Mezzanine Loan.

Exclusivity and Standstill. Beginning on the date of this Agreement and continuing, subject to the two last sentences of this section, until the earliest to occur of (A) the date that the exclusivity and standstill provision contained in paragraph 3 of the support and standstill agreement executed with PGE and Prime Group Realty, L.P. ("PGLP") on the date hereof (the "PGE SSA") expires, (B) an earlier termination of the MOU by Cadim, (C) five (5) business days after negotiations between Cadim and the PGI Parties, on the one hand, and PGE, on the other hand, terminate, or (D) such other date as the parties may mutually agree in writing (such period, the "Exclusivity PeriodEXCLUSIVITY PERIOD"), while Cadim conducts its due diligence relating to PGE and its operating partnership, PGLP, Residential Newco, and the PGI Parties and in consideration of the substantial time, effort and expense that Cadim will undertake, each of the PGI Parties, jointly and severally, agrees (a) that it shall not, and shall use its best efforts to ensure that its affiliates or Representatives shall not, take any action, either directly or indirectly, to initiate, assist, solicit or encourage, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to (i) the refinancing of the Prudential Loan or the Vernado Loan, any loans similar to the Cadim Residential Newco Loan, the Cadim PGI Loan or the Cadim Mezzanine Loan or any similar financing or transaction (any such proposal or offer being hereinafter referred to as a "Refinancing ProposalREFINANCING PROPOSAL") or (ii) a Transaction (as hereafter defined) involving PGE, PGLP, any PGI Party or any of their affiliates, other than a Transaction among Cadim, PGE, PGLP, the PGI Parties and their respective shareholders and affiliates as contemplated by the MOU (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Refinancing Proposal or an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Refinancing Proposal or an Acquisition Proposal or take any other action which may be reasonably expected to lead to any Refinancing Proposal or Acquisition Proposal; (b) that it will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and will advise such parties that it is not in a position to negotiate further with them during the Exclusivity Period or to provide any further due diligence materials and (c) that it shall not, and shall use its best efforts to ensure that its affiliates or Representatives shall not, acquire, directly or indirectly, any shares of beneficial interest of PGE or units in PGLP (whether by way of purchase, exercise of option, transfer or otherwise, including, without limitation, from an affiliate) except in connection with the Offer and the Merger as contemplated by the MOU; provided, however, that this Exclusivity provision shall not restrict Primestone from (i) having discussions with Prudential solely regarding the Prudential Loan or (ii) having discussions with Vornado solely regarding Vornado's right of first offer in connection with the Cadim Mezzanine Loan.any

Exclusivity and Standstill. Beginning on During the date period of this Agreement and continuing, subject to the two last sentences of this section, until the earliest to occur of (A) the date that the exclusivity and standstill provision contained in paragraph 3 of the support and standstill agreement executed with PGE and Prime Group Realty, L.P. ("PGLP") on 30 calendar days from the date hereof (the "PGE SSA") expires, (B) an earlier termination of the MOU by Cadim, (C) five (5) business days after negotiations between Cadim and the PGI Parties, on the one hand, and PGE, on the other hand, terminate, or (D) such other date as the parties may mutually agree in writing (such period, the "Exclusivity PeriodTHIRTY-DAY PERIOD"), subject to such Thirty-Day Period as it relates to exclusivity being modified pursuant to paragraph 5, while Cadim CADIM conducts its due diligence relating to PGE and its operating partnership, PGLP, Residential Newco, and the PGI Parties PGLP and in consideration of the substantial time, effort and expense that Cadim CADIM will undertake, each of the PGI Parties, jointly and severally, PGE agrees (a) that it shall not, and shall use its best efforts to ensure that its affiliates affiliates, officers, trustees, Representatives or Representatives agents shall not, take any action, either directly or indirectly, to initiate, assist, solicit or encourage, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to (i) the refinancing of the Prudential Loan or the Vernado Loan, any loans similar to the Cadim Residential Newco Loan, the Cadim PGI Loan or the Cadim Mezzanine Loan or any similar financing or transaction (any such proposal or offer being hereinafter referred to as a "Refinancing Proposal") or (ii) a Transaction (as hereafter defined) involving PGE, PGLP, any PGI Party or any of their affiliates, other than a Transaction among CadimCADIM, PGEPGI, PGLPPrime Group VI, the PGI Parties L.P., Primestone Investment Partners L.P., Prime Group Limited Partnership, Xxxxxxx X. Xxxxxxx, PGE and their respective shareholders and affiliates as contemplated by the MOU (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Refinancing Proposal or an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Refinancing Proposal or an Acquisition Proposal or take any other action which may be reasonably expected to lead to any Refinancing Proposal or Acquisition Proposal; and (b) that it will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and will advise such parties that it is not in a position to negotiate further with them during the Exclusivity Thirty-Day Period; PROVIDED, HOWEVER, that the Board of Trustees of PGE or its Committee of Independent Trustees may furnish information to (pursuant to a confidentiality agreement on terms and conditions customary for similar transactions) and enter into discussions or negotiations with any person or entity that makes a bona fide Acquisition Proposal during the Thirty-Day Period that was not initiated, assisted, solicited or encouraged in violation of this Agreement, but only if (i) the Committee of Independent Trustees of the Board of Trustees of PGE, after consultation with and consideration of the advice of its independent financial advisors and outside legal counsel, determines in good faith that the Acquisition Proposal, if consummated as proposed, would result in a transaction more favorable to provide any further due diligence materials its stockholders than the Proposed Transaction (taking into account all relevant legal, financial, regulatory and other aspects of the proposal), (cii) that it shall not, and shall use its best efforts to ensure that its affiliates or Representatives shall not, acquire, directly or indirectly, any such Acquisition Proposal is for 100% of the outstanding shares of beneficial interest of PGE or (other than the Series B Preferred Shares) and 100% of the outstanding units in PGLP of PGLP, (whether by way iii) the Committee of purchaseIndependent Trustees of the Board of Trustees of PGE, exercise after consultation with and consideration of option, transfer or otherwise, including, without limitation, from an affiliate) except in connection with the Offer and the Merger as contemplated by the MOU; provided, however, that this Exclusivity provision shall not restrict Primestone from (i) having discussions with Prudential solely regarding the Prudential Loan or (ii) having discussions with Vornado solely regarding Vornado's right advice of first offer in connection with the Cadim Mezzanine Loan.its independent legal counsel,

Exclusivity and Standstill. Beginning During the period of time ending on the date of this Agreement and continuing11:59 p.m. on October 12, subject to the two last sentences of this section, until the earliest to occur of (A) the date that the exclusivity and standstill provision contained in paragraph 3 of the support and standstill agreement executed with PGE and Prime Group Realty, L.P. ("PGLP") on the date hereof (the "PGE SSA") expires, (B) an earlier termination of the MOU by Cadim, (C) five (5) business days after negotiations between Cadim and the PGI Parties, on the one hand, and PGE, on the other hand, terminate, 2001 or (D) such other date as the parties may mutually agree in writing (such period, the "Exclusivity Period"), subject to such Exclusivity Period as it relates to exclusivity being modified pursuant to paragraph 5, while Cadim CADIM conducts its due diligence relating to PGE and its operating partnership, PGLP, Residential Newco, and the PGI Parties PGLP and in consideration of the substantial time, effort and expense that Cadim CADIM will undertake, each of the PGI Parties, jointly and severally, PGE agrees (a) that it shall not, and shall use its best efforts to ensure that its affiliates affiliates, officers, trustees, Representatives or Representatives agents shall not, take any action, either directly or indirectly, to initiate, assist, solicit or encourage, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to (i) the refinancing of the Prudential Loan or the Vernado Loan, any loans similar to the Cadim Residential Newco Loan, the Cadim PGI Loan or the Cadim Mezzanine Loan or any similar financing or transaction (any such proposal or offer being hereinafter referred to as a "Refinancing Proposal") or (ii) a Transaction (as hereafter defined) involving PGE, PGLP, any PGI Party or any of their affiliates, other than a Transaction among CadimCADIM, PGEPGI, PGLPPrime Group VI, the PGI Parties L.P., Primestone Investment Partners, L.P., Prime Group Limited Partnership, Xxxxxxx X. Xxxxxxx, PGE and their respective shareholders and affiliates as contemplated by the MOU (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Refinancing Proposal or an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Refinancing Proposal or an Acquisition Proposal or take any other action which may be reasonably expected to lead to any Refinancing Proposal or Acquisition Proposal; and (b) that it will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and will advise such parties that it is not in a position to negotiate further with them during the Exclusivity Period; provided, however, that the Board of Trustees of PGE or its Committee of Independent Trustees may furnish information to (pursuant to a confidentiality agreement on terms and conditions customary for similar transactions) and enter into discussions or negotiations with any person or entity that makes a bona fide Acquisition Proposal during the Exclusivity Period that was not initiated, assisted, solicited or encouraged in violation of this Agreement, but only if (i) the Committee of Independent Trustees of the Board of Trustees of PGE, after consultation with and consideration of the advice of its independent financial advisors and outside legal counsel, determines in good faith that the Acquisition Proposal, if consummated as proposed, would result in a transaction more favorable to provide any further due diligence materials its stockholders than the Proposed Transaction (taking into account all relevant legal, financial, regulatory and other aspects of the proposal), (cii) that it shall not, and shall use its best efforts to ensure that its affiliates or Representatives shall not, acquire, directly or indirectly, any such Acquisition Proposal is for 100% of the outstanding shares of beneficial interest of PGE (other than the Series B Preferred Shares) and 100% of the outstanding units of PGLP, (iii) the Committee of Independent Trustees of the Board of Trustees of PGE, after consultation with and consideration of the advice of its independent legal counsel, determines in good faith that such action is necessary for the Board of Trustees or units its Committee of Independent Trustees to comply with its fiduciary duties to its stockholders under applicable law (any Acquisition Proposal satisfying each of the preceding clauses (i)-(iii) above shall be referred to as a "Superior Acquisition Proposal") and (iv) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, PGE provides written notice to CADIM that it is furnishing information to, or entering into discussions or negotiations with, such other person or entity in PGLP (whether by way of purchase, exercise of option, transfer or otherwise, including, without limitation, from an affiliate) except in connection accordance with the Offer and the Merger as contemplated by the MOUprovisions of this Section; provided, however, that nothing contained in this Exclusivity provision Agreement shall not restrict Primestone prohibit the Board of Trustees or its Committee of Independent Trustees from (i) having discussions complying, to the extent applicable, with Prudential solely regarding Rules 14d-9 and 14e-2 promulgated under the Prudential Loan or (ii) having discussions with Vornado solely regarding Vornado's right of first offer in connection with the Cadim Mezzanine Loan.Securities

Exclusivity and Standstill. Beginning on During the date period of this Agreement and continuing, subject to the two last sentences of this section, until the earliest to occur of (A) the date that the exclusivity and standstill provision contained in paragraph 3 of the support and standstill agreement executed with PGE and Prime Group Realty, L.P. ("PGLP") on 30 calendar days from the date hereof (the "PGE SSA") expires, (B) an earlier termination of the MOU by Cadim, (C) five (5) business days after negotiations between Cadim and the PGI Parties, on the one hand, and PGE, on the other hand, terminate, or (D) such other date as the parties may mutually agree in writing (such period, the "Exclusivity Thirty-Day Period"), subject to such Thirty-Day Period as it relates to exclusivity being modified pursuant to paragraph 5, while Cadim CADIM conducts its due diligence relating to PGE and its operating partnership, PGLP, Residential Newco, and the PGI Parties PGLP and in consideration of the substantial time, effort and expense that Cadim CADIM will undertake, each of the PGI Parties, jointly and severally, PGE agrees (a) that it shall not, and shall use its best efforts to ensure that its affiliates affiliates, officers, trustees, Representatives or Representatives agents shall not, take any action, either directly or indirectly, to initiate, assist, solicit or encourage, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to (i) the refinancing of the Prudential Loan or the Vernado Loan, any loans similar to the Cadim Residential Newco Loan, the Cadim PGI Loan or the Cadim Mezzanine Loan or any similar financing or transaction (any such proposal or offer being hereinafter referred to as a "Refinancing Proposal") or (ii) a Transaction (as hereafter defined) involving PGE, PGLP, any PGI Party or any of their affiliates, other than a Transaction among CadimCADIM, PGEPGI, PGLPPrime Group VI, the PGI Parties L.P., Primestone Investment Partners L.P., Prime Group Limited Partnership, Xxxxxxx X. Xxxxxxx, PGE and their respective shareholders and affiliates as contemplated by the MOU (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Refinancing Proposal or an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Refinancing Proposal or an Acquisition Proposal or take any other action which may be reasonably expected to lead to any Refinancing Proposal or Acquisition Proposal; and (b) that it will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and will advise such parties that it is not in a position to negotiate further with them during the Exclusivity Thirty-Day Period; provided, however, that the Board of Trustees of PGE or its Committee of Independent Trustees may furnish information to (pursuant to a confidentiality agreement on terms and conditions customary for similar transactions) and enter into discussions or negotiations with any person or entity that makes a bona fide Acquisition Proposal during the Thirty-Day Period that was not initiated, assisted, solicited or encouraged in violation of this Agreement, but only if (i) the Committee of Independent Trustees of the Board of Trustees of PGE, after consultation with and consideration of the advice of its independent financial advisors and outside legal counsel, determines in good faith that the Acquisition Proposal, if consummated as proposed, would result in a transaction more favorable to provide any further due diligence materials its stockholders than the Proposed Transaction (taking into account all relevant legal, financial, regulatory and other aspects of the proposal), (cii) that it shall not, and shall use its best efforts to ensure that its affiliates or Representatives shall not, acquire, directly or indirectly, any such Acquisition Proposal is for 100% of the outstanding shares of beneficial interest of PGE (other than the Series B Preferred Shares) and 100% of the outstanding units of PGLP, (iii) the Committee of Independent Trustees of the Board of Trustees of PGE, after consultation with and consideration of the advice of its independent legal counsel, determines in good faith that such action is necessary for the Board of Trustees or units in PGLP its Committee of Independent Trustees to comply with its fiduciary duties to its stockholders under applicable law (whether by way any Acquisition Proposal satisfying each of purchase, exercise of option, transfer or otherwise, including, without limitation, from an affiliatethe preceding clauses (i)-(iii) except in connection with the Offer and the Merger as contemplated by the MOU; provided, however, that this Exclusivity provision above shall not restrict Primestone from (i) having discussions with Prudential solely regarding the Prudential Loan or (ii) having discussions with Vornado solely regarding Vornado's right of first offer in connection with the Cadim Mezzanine Loan.be

Exclusivity and Standstill. Beginning on the date of this Agreement and continuing, subject to the two last sentences sentence of this section, until the earliest to occur of (A) 30 days from the date that the exclusivity and standstill provision contained in paragraph 3 of the a support and standstill agreement is executed with PGE and Prime Group Realty, L.P. ("PGLP") on the date hereof (the "PGE SSA") expiresPGE, (B) an earlier termination of the MOU by Cadim, (C) five (5) business days after negotiations between Cadim and the PGI Parties, on the one hand, and PGE, on the other hand, terminate, or (D) such other date as the parties may mutually agree in writing (such period, the "Exclusivity PeriodEXCLUSIVITY PERIOD"), while Cadim conducts its due diligence relating to PGE and its operating partnership, Prime Group Realty, L.P. ("PGLP"), Residential Newco, and the PGI Parties and in consideration of the substantial time, effort and expense that Cadim will undertake, each of the PGI Parties, jointly and severally, agrees (a) that it shall not, and shall use its best efforts to ensure that its affiliates or Representatives shall not, take any action, either directly or indirectly, to initiate, assist, solicit or encourage, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to (i) the refinancing of the Prudential Loan or the Vernado Loan, any loans similar to the Cadim Residential Newco Loan, the Cadim PGI Loan or the Cadim Mezzanine Loan or any similar financing or transaction (any such proposal or offer being hereinafter referred to as a "Refinancing ProposalREFINANCING PROPOSAL") or (ii) a Transaction (as hereafter defined) involving PGE, PGLP, any PGI Party or any of their affiliates, other than a Transaction among Cadim, PGE, PGLP, the PGI Parties and their respective shareholders and affiliates as contemplated by the MOU (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Refinancing Proposal or an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Refinancing Proposal or an Acquisition Proposal or take any other action which may be reasonably expected to lead to any Refinancing Proposal or Acquisition Proposal; (b) that it will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and will advise such parties that it is not in a position to negotiate further with them during the Exclusivity Period or to provide any further due diligence materials and (c) that it shall not, and shall use its best efforts to ensure that its affiliates or Representatives shall not, acquire, directly or indirectly, any shares of beneficial interest of PGE or units in PGLP (whether by way of purchase, exercise of option, transfer or otherwise, including, without limitation, from an affiliate) except in connection with the Offer and the Merger as contemplated by the MOU; providedPROVIDED, howeverHOWEVER, that this Exclusivity provision shall not restrict Primestone from (i) having discussions with Prudential solely regarding the Prudential Loan or (ii) having discussions with Vornado solely regarding Vornado's right of first offer in connection with the Cadim Mezzanine Loan.with

Exclusivity and Standstill. Beginning During the period of time ending on the date of this Agreement and continuing11:59 p.m. on October 12, subject to the two last sentences of this section, until the earliest to occur of (A) the date that the exclusivity and standstill provision contained in paragraph 3 of the support and standstill agreement executed with PGE and Prime Group Realty, L.P. ("PGLP") on the date hereof (the "PGE SSA") expires, (B) an earlier termination of the MOU by Cadim, (C) five (5) business days after negotiations between Cadim and the PGI Parties, on the one hand, and PGE, on the other hand, terminate, 2001 or (D) such other date as the parties may mutually agree in writing (such period, the "Exclusivity PeriodEXCLUSIVITY PERIOD"), subject to such Exclusivity Period as it relates to exclusivity being modified pursuant to paragraph 5, while Cadim CADIM conducts its due diligence relating to PGE and its operating partnership, PGLP, Residential Newco, and the PGI Parties PGLP and in consideration of the substantial time, effort and expense that Cadim CADIM will undertake, each of the PGI Parties, jointly and severally, PGE agrees (a) that it shall not, and shall use its best efforts to ensure that its affiliates affiliates, officers, trustees, Representatives or Representatives agents shall not, take any action, either directly or indirectly, to initiate, assist, solicit or encourage, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to (i) the refinancing of the Prudential Loan or the Vernado Loan, any loans similar to the Cadim Residential Newco Loan, the Cadim PGI Loan or the Cadim Mezzanine Loan or any similar financing or transaction (any such proposal or offer being hereinafter referred to as a "Refinancing Proposal") or (ii) a Transaction (as hereafter defined) involving PGE, PGLP, any PGI Party or any of their affiliates, other than a Transaction among CadimCADIM, PGEPGI, PGLPPrime Group VI, the PGI Parties L.P., Primestone Investment Partners, L.P., Prime Group Limited Partnership, Xxxxxxx X. Xxxxxxx, PGE and their respective shareholders and affiliates as contemplated by the MOU (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Refinancing Proposal or an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Refinancing Proposal or an Acquisition Proposal or take any other action which may be reasonably expected to lead to any Refinancing Proposal or Acquisition Proposal; and (b) that it will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and will advise such parties that it is not in a position to negotiate further with them during the Exclusivity Period or to provide any further due diligence materials and (c) Period; PROVIDED, HOWEVER, that it shall not, and shall use its best efforts to ensure that its affiliates or Representatives shall not, acquire, directly or indirectly, any shares the Board of beneficial interest Trustees of PGE or units its Committee of Independent Trustees may furnish information to (pursuant to a confidentiality agreement on terms and conditions customary for similar transactions) and enter into discussions or negotiations with any person or entity that makes a bona fide Acquisition Proposal during the Exclusivity Period that was not initiated, assisted, solicited or encouraged in PGLP (whether by way violation of purchasethis Agreement, exercise of option, transfer or otherwise, including, without limitation, from an affiliate) except in connection with the Offer and the Merger as contemplated by the MOU; provided, however, that this Exclusivity provision shall not restrict Primestone from but only if (i) having discussions with Prudential solely regarding the Prudential Loan or (ii) having discussions with Vornado solely regarding Vornado's right Committee of first offer in connection with the Cadim Mezzanine Loan.Independent Trustees

Exclusivity and Standstill. Beginning on During the date period of this Agreement and continuing, subject to the two last sentences of this section, until the earliest to occur of (A) the date that the exclusivity and standstill provision contained in paragraph 3 of the support and standstill agreement executed with PGE and Prime Group Realty, L.P. ("PGLP") on 30 calendar days from the date hereof (the "PGE SSA") expires, (B) an earlier termination of the MOU by Cadim, (C) five (5) business days after negotiations between Cadim and the PGI Parties, on the one hand, and PGE, on the other hand, terminate, or (D) such other date as the parties may mutually agree in writing (such period, the "Exclusivity Thirty-Day Period"), subject to such Thirty-Day Period as it relates to exclusivity being modified pursuant to paragraph 5, while Cadim CADIM conducts its due diligence relating to PGE and its operating partnership, PGLP, Residential Newco, and the PGI Parties PGLP and in consideration of the substantial time, effort and expense that Cadim CADIM will undertake, each of the PGI Parties, jointly and severally, PGE agrees (a) that it shall not, and shall use its best efforts to ensure that its affiliates affiliates, officers, trustees, Representatives or Representatives agents shall not, take any action, either directly or indirectly, to initiate, assist, solicit or encourage, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to (i) the refinancing of the Prudential Loan or the Vernado Loan, any loans similar to the Cadim Residential Newco Loan, the Cadim PGI Loan or the Cadim Mezzanine Loan or any similar financing or transaction (any such proposal or offer being hereinafter referred to as a "Refinancing Proposal") or (ii) a Transaction (as hereafter defined) involving PGE, PGLP, any PGI Party or any of their affiliates, other than a Transaction among CadimCADIM, PGEPGI, PGLPPrime Group VI, the PGI Parties and their respective L.P., Primestone Investment Partners L.P., Prime Group Limited Partnership, Michael W. Reschke, PGE xxx xxxxx xxxxxxxive shareholders and affiliates as contemplated by the MOU (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Refinancing Proposal or an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Refinancing Proposal or an Acquisition Proposal or take any other action which may be reasonably expected to lead to any Refinancing Proposal or Acquisition Proposal; and (b) that it will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and will advise such parties that it is not in a position to negotiate further with them during the Exclusivity Thirty-Day Period; provided, however, that the Board of Trustees of PGE or its Committee of Independent Trustees may furnish information to (pursuant to a confidentiality agreement on terms and conditions customary for similar transactions) and enter into discussions or negotiations with any person or entity that makes a bona fide Acquisition Proposal during the Thirty-Day Period that was not initiated, assisted, solicited or encouraged in violation of this Agreement, but only if (i) the Committee of Independent Trustees of the Board of Trustees of PGE, after consultation with and consideration of the advice of its independent financial advisors and outside legal counsel, determines in good faith that the Acquisition Proposal, if consummated as proposed, would result in a transaction more favorable to provide any further due diligence materials its stockholders than the Proposed Transaction (taking into account all relevant legal, financial, regulatory and other aspects of the proposal), (cii) that it shall not, and shall use its best efforts to ensure that its affiliates or Representatives shall not, acquire, directly or indirectly, any such Acquisition Proposal is for 100% of the outstanding shares of beneficial interest of PGE (other than the Series B Preferred Shares) and 100% of the outstanding units of PGLP, (iii) the Committee of Independent Trustees of the Board of Trustees of PGE, after consultation with and consideration of the advice of its independent legal counsel, determines in good faith that such action is necessary for the Board of Trustees or units in PGLP its Committee of Independent Trustees to comply with its fiduciary duties to its stockholders under applicable law (whether by way any Acquisition Proposal satisfying each of purchase, exercise of option, transfer or otherwise, including, without limitation, from an affiliatethe preceding clauses (i)-(iii) except in connection with the Offer and the Merger as contemplated by the MOU; provided, however, that this Exclusivity provision above shall not restrict Primestone from (i) having discussions with Prudential solely regarding the Prudential Loan or (ii) having discussions with Vornado solely regarding Vornado's right of first offer in connection with the Cadim Mezzanine Loan.be