Common use of Exclusivity Clause in Contracts

Exclusivity. Prior to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interests.

Exclusivity. Prior to (a) From and after the date of this Agreement until the Closing Date and the date on which or termination of this Purchase Agreement is terminated pursuant to Article VIIISection 8, Seller shall the Acquired Company will not, and shall not nor will it authorize or permit any of its Representatives officers, directors, Affiliates or employees or any employees of Bank of America Corporation’s Global Principal Investment Group investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, initiate(i) solicit, discuss initiate or continue to discussinduce the making, approvesubmission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or enter into a transaction withfurnish to any person any non-public information with respect to, or provide take any information other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Person regarding Acquisition Proposal, (iii) engage in discussions with any potential saleperson with respect to any Acquisition Proposal, assignmentexcept as to disclose the existence of these provisions, transfer (iv) 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. The Seller Parties and the Acquired Company’s subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Acquired Company or any of its subsidiaries or any investment banker, attorney or other disposition (including advisor or representative of a beneficial or economic interest) of all the Acquired Company or any portion of its subsidiaries shall be deemed to be a breach of this Section 5.3 by the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,Acquired Company. (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition In addition to the obligations of the Subject Interest by Acquired Company set forth in Section 5.3(a), the Acquired Company as promptly as practicable shall advise Purchaser in writing of any Acquisition Proposal or of any request for nonpublic information or other inquiry which the Acquired Company reasonably believes could lead to an Affiliate Acquisition Proposal, the material terms and conditions of Seller, such Acquisition Proposal (c) discussions with current employees of Seller or its Affiliates who are to become members or employees the extent known), and the identity of the Investment Manager and/or the employees person or group making any such request, inquiry or Acquisition Proposal. The Acquired Company agrees to keep Purchaser informed on a current basis of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, status and details (dincluding any material amendments or proposed amendments) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company such request, inquiry or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject InterestsAcquisition Proposal.

Exclusivity. Prior to Without the Closing Date and prior written consent of the Company, during the period starting from the date hereof and ending on which the earlier date of (x) the Long Stop Date (as defined below), and (y) the date when this Purchase Agreement is terminated pursuant in accordance with Section 8.1(a) (the “Exclusive Period”), neither Seller nor Seller Affiliate, or any of their agents, representatives or advisors shall contact, discuss or negotiate with any third party (other than in connection with the performance by Seller and Seller Affiliate under the Settlement Agreement or as required by any Law or Order under the HK Lawsuit) with respect to Article VIII(i) any transaction relating to the sale, acquisition, exchange, pledge, or transfer of any securities of the Company held by Seller; or (ii) any contract, agreement, arrangement, understanding or other commitments relating to potential disposal, voting, settlement or other arrangements in relation to shares of Common Stock held by Seller. During the Exclusive Period, Seller and Seller Affiliate shall not, and shall cause their agents, representatives and advisors not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, take any action to initiate, discuss contact, induce, solicit, encourage, participate or continue to discuss, approve, or enter into a transaction with, or provide any information to, assist any Person regarding other than the Company and its affiliates in any potential saleoffer, assignmentinquires, discussions, proposals or negotiations in connection with any transaction, contract, agreement, arrangement or commitments referred to above other than in connection with the performance by Seller and Seller Affiliate under the Settlement Agreement or as required by any Law or Order under the HK Lawsuit. During the Exclusive Period, Seller shall not sell, transfer or other disposition (including otherwise dispose or subject to any Encumbrance, any shares of a beneficial or economic interest) Common Stock registered under the name of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”)Seller, other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided except that such discussions may restriction shall not involve consideration apply to any sale of a potential Alternative Transaction such shares by Seller in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance accordance with the terms Order of any agreements to which any Seller is party with any Portfolio Company or with any other holder court of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestscompetent jurisdiction.

Exclusivity. Prior to From and after the date of this Agreement and ending on the earlier of the Closing Date and or the date on which this Purchase Agreement is terminated pursuant to Article VIIISection 9.1 (the “Exclusivity Period”), Seller shall (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, discuss or continue to discuss, approve, engage in or enter into a transaction discussions or negotiations with, or encourage, or provide any information to, any Person regarding concerning any potential sale, assignment, transfer exclusive license or other form of disposition of any Acquired Assets (including other than sales of a beneficial or economic interestAcquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) of all or any portion transaction involving the Acquired Business similar to any of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as (an “Alternative TransactionAcquisition Proposal”). During the Exclusivity Period, other than: (a) discussions and/or a transaction neither Seller nor such designated persons will enter into any Contracts or make any commitments to do or in connection with Buyerany of the foregoing. For the purpose of this Section 5.13, Buyerany license of significant Intellectual Property Assets outside the ordinary course of Seller’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition Subsidiaries’ operation of the Subject Interest by an Affiliate Acquired Assets or Acquired Business shall be considered a disposition of Seller, (c) discussions with current employees Acquired Assets or Acquired Business. Seller represents that neither it nor any of Seller its employees, agents, representatives, directors or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller affiliates is party with any Portfolio Company to or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions Contract with respect to any securities such transaction regarding the disposition of all or a portion of the Portfolio Company that are not Subject InterestsAcquired assets or Acquired Business other than as contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal or any request for non-public information relating to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. Prior to During the period from the date of this Agreement through the Closing Date and or the date on which earlier termination of this Purchase Agreement is terminated pursuant to Article VIIISection 5, Seller Sellers shall not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group tocause their respective Affiliates and representatives to not, directly or indirectly, initiate(a) solicit, discuss initiate or continue knowingly encourage the initiation of any Acquisition Proposal (as defined below), (b) other than as permitted pursuant to discussthis Section 4.5, approvefurnish to any Person (other than Buyer or its designees) any information relating to the sale of the Pre-Exchange Equity Interests or Post-Exchange Class A Shares (including the Purchased Shares), or afford to any Person (other than Buyer or its designees) access to the business, properties, assets, books, records or other non-public information relating to the business of the Company and Holdings, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal, or (c) participate or engage in any discussions or negotiations with any third party regarding, or enter into a transaction withany Contract in respect of, or provide any information Acquisition Proposal. Sellers shall, and shall cause their Affiliates and representatives to, (i) immediately cease and cause to be terminated any existing discussions or negotiations with any Person regarding (other than Buyer or its designees) conducted heretofore with respect to any potential saleAcquisition Proposal and (ii) as promptly as practicable request that each Person (other than Buyer or its designees) that has previously executed a confidentiality or similar agreement with Sellers or their Affiliates in connection with its consideration of an Acquisition Proposal return to Sellers or their Affiliates or destroy any nonpublic information previously furnished or made available to such Person or any of its representatives by or on behalf of Sellers, assignmenttheir Affiliates or their representatives in accordance with the terms of the confidentiality agreement in place with such Person and terminate any data room access from any such Person and its representatives. When used in this Agreement, transfer “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other disposition than Buyer) relating to any (including a) direct or indirect acquisition (whether in a single transaction or a series of a beneficial or economic interestrelated transactions) of all or any a material portion of the Subject Interest assets of the business of the Company and Holdings (other than sales of inventory in the ordinary course of business), (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of any of the Company, Holdings and their subsidiaries, or (c) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the business of the Company and Holdings or any of their subsidiaries, in each such transaction similar in nature to case, other than the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject InterestsAgreement.

Exclusivity. Prior to (a) During the Closing Date and Exclusivity Period, the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall Company will not, and shall not nor will it authorize or permit any of its Representatives officers, directors, Affiliates or employees, or any employees of Bank of America Corporation’s Global Principal Investment Group investment banker, attorney or other advisor or representative retained by it to, directly or indirectlyindirectly (i) solicit, initiateinitiate or induce the making, discuss submission or continue to discussannouncement of any Acquisition Proposal, approve(ii) participate in any discussions or negotiations regarding, or enter into a transaction withfurnish to any person any non-public information with respect to, or provide take any information other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Person regarding Acquisition Proposal, iii) engage in discussions with any potential saleperson with respect to any Acquisition Proposal, assignmentexcept as to disclose the existence of these provisions, transfer (iv) 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. The Company and its Subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to 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 officer, director or employee of the Company or any of its Subsidiaries or any investment banker, attorney or other disposition (including advisor or representative of a beneficial or economic interest) of all the Company or any portion of the Subject Interest (each such transaction similar in nature its Subsidiaries, which violation was known to the transactions contemplated Company’s management and not ceased immediately thereafter, shall be deemed to be a breach of this Section 6.4 by the Company. Notwithstanding any provision in this Purchase Agreement being referred Section 6.4 to herein as an “Alternative Transaction”)the contrary, other than: (a) the Company shall be entitled to engage in discussions and/or a with potential investors who are not strategic investors regarding debt or equity funding, but the Company shall not consummate any such funding transaction with Buyer, Buyer’s limited partners and their respective Affiliates,until the Exclusivity Period has expired. (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition In addition to the obligations of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and Company set forth in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses subsection (a) through (e). Notwithstanding of this Section 6.4, the foregoingCompany as promptly as practicable shall advise BSC in writing of any Acquisition Proposal received during the Exclusivity Period or of any request for nonpublic information or other inquiry during the Exclusivity Period which the Company reasonably believes could lead to an Acquisition Proposal, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details material terms and conditions of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, Acquisition Proposal (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (extent known), and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities identity of the Portfolio Company that are not Subject Interestsperson or group making any such request, inquiry or Acquisition Proposal.

Exclusivity. Prior (a) From and after the date of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to its terms, the Company and the Shareholder will not, nor will the Company or the Shareholder authorize or permit (to the Closing Date extent within their power and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall not, and shall not permit authority) any of its Representatives the Company’s directors, officers, Affiliates, employees or any employees investment banker, advisor, representatives or other agent of Bank of America Corporation’s Global Principal Investment Group the Company or the Shareholder to (and they shall instruct each such representative or other agent not to), directly or indirectly: (i) solicit, initiateinitiate or induce the making, discuss submission or continue to discussannouncement of any Acquisition Proposal, approve(ii) participate in any discussions or negotiations regarding, or enter into a transaction withfurnish to any Person any nonpublic information with respect to, or provide take any information other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Person regarding Acquisition Proposal, (iii) approve, endorse or recommend any potential saleAcquisition Proposal, assignmentor (iv) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal. The Company will immediately cease any and all existing activities, transfer discussions or other disposition (including of a beneficial negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal, and promptly after the date hereof request the prompt return or economic interest) destruction of all confidential information previously furnished to such Persons within the last 12 months for the purpose of evaluating a possible Acquisition Proposal and require such return or any portion of the Subject Interest (each such transaction similar in nature destruction to the transactions contemplated by this Purchase Agreement being referred extent the Company has the right to herein as an “Alternative Transaction”)do so under any applicable confidentiality agreement with such Person. The foregoing notwithstanding, the Company, the Shareholder and the Company’s directors, officers, Affiliates, employees, investment bankers, advisors, representatives and other than: (a) discussions and/or a transaction agents may discuss any Acquisition Proposal with Buyer, Buyer’s limited partners Buyer and their respective Affiliates,with each other. (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition In addition to the obligations of the Subject Interest Company set forth in Section 7.5(a), the Company shall, as promptly as practicable, advise Buyer of (i) any Acquisition Proposal received by an Affiliate the Company after the date hereof, (ii) the material terms and conditions of Seller,such Acquisition Proposal, and (iii) the identity of the Person or group making any such Acquisition Proposal. The Company shall keep Buyer fully informed of the status and details of any such Acquisition Proposal and provide to Buyer as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent by or provided to the Company or their respective Affiliates (or their respective representatives or other agents) in connection with any such Acquisition Proposal. (c) discussions with current employees of Seller or its Affiliates who are In consideration for the foregoing covenants set forth in Section 7.5, Buyer shall pay to become members or employees of the Investment Manager and/or Shareholder and the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and Company Payees, in compliance accordance with the terms allocation set forth in the Merger Consideration Payment Schedule, a cash fee equal to $25,000 per day beginning on the 8th day following the date of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and this Agreement and continuing through the End Date (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof“Closing Delay Fee”); provided, however, that Seller provides Buyer with prompt notice notwithstanding anything herein to the contrary, the Closing Delay Fee shall be payable in addition to the Closing Cash Consideration and the Buyer’s obligations to pay the Closing Delay Fee shall survive the Closing; provided, further, that the Shareholder and the Company Payees shall not be entitled to the Closing Delay Fee for an applicable date if (i) all of the conditions to the Company’s and the Shareholder’s obligations to consummate the Closing under ARTICLE XI have been satisfied as of such date (other than any written inquiries such conditions which by their nature are to be satisfied by the Closing Date) or proposals received by Seller, (ii) any commercial banking the Company’s, the Shareholder’s or investment banking activities the Company Payees’ breach of Seller or any Affiliates of Seller with respect to this Agreement is the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities cause of the Portfolio Company that are not Subject Interestsfailure of the Closing to occur by such date.

Exclusivity. Prior to A. The Parties agree that during the Closing Date and the date on which term of this Purchase Agreement is terminated pursuant to Article VIIIAgreement, Seller shall not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction STXRA shall be CONDOR’s exclusive provider of Consulting Services with Buyerrespect to all Contract Areas (and related areas of mutual interest) under Subject ▇▇▇▇ (each as defined under the Operating Contract from time to time), Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may STXRA shall not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller provide similar Consulting Services to any other person, entity or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating respect to such third party that Seller is bound by exclusivity obligations Contract Areas (without specifying any further details and related areas of such exclusivity obligations, including mutual interest) under Subject ▇▇▇▇ (each as defined under the duration or expiration thereofOperating Contract from time to time); provided, however, such exclusivity may be waived in writing by the Parties upon detailed written request by the Party desiring release from such exclusivity obligation, which waiver shall not be unreasonably withheld or denied by the Party from whom the waiver is requested. B. With respect to Acquisition Services, STXRA agrees that Seller provides Buyer with prompt notice any prospect (and related interests within a mutually agreed area of any written inquiries or proposals received mutual interest) (a “Prospect”) brought forward by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller CONDOR and that CONDOR requests STXRA’s assistance with respect to, during the term of this Agreement, shall not be disclosed by STXRA to any other party, person or entity for consideration and evaluation unless and until CONDOR either acquires an interest in such Prospect, or elects to not pursue such Prospect in writing. CONDOR has the Portfolio Company right to request an exclusivity period for any Prospect introduced by STXRA to CONDOR, during the term of this Agreement. During the exclusivity period STXRA shall not disclose the Prospect to any other party, person or entity for consideration and evaluation. The exclusivity period for any Prospect shall begin at either: (1) a request for exclusivity from Condor and not, the granting of an exclusivity period by STXRA; or (2) the act of STXRA beginning detailed due diligence on the Prospect on behalf of CONDOR with the intention of assisting CONDOR in the preparation of a bid for the avoidance of doubtProspect. The exclusivity period shall end when CONDOR either acquires an interest in such Prospect, with respect elects to Seller’s ownership interests not pursue such Prospect in writing, or after a two week period in which no good faith efforts by CONDOR are made towards progressing the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect potential acquisition to any securities of the Portfolio Company that are not Subject Interestsa closed transaction.

Exclusivity. Prior to the Closing Date and the date on which Until such time, if any, as this Purchase Agreement is terminated pursuant to Article VIIIXI, each of Parent, Seller and the Company agrees that it shall not, and shall cause the Subsidiaries and the Affiliates, directors, officers, employees, direct and indirect equity holders and representatives of Parent, Seller, the Company and the Subsidiaries not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, to directly or indirectlyindirectly solicit, initiateinitiate or knowingly encourage any inquiries or proposals from, discuss or continue to discuss, approve, or enter into a transaction negotiate with, or provide any information to, or consider the merits of any inquiries or proposals from, any Person (other than Buyer) relating to any Acquisition Proposal other than a Permitted Acquisition Proposal. Parent, the Company and Seller shall, and shall cause their Affiliates, direct and indirect equity holders, and representatives to, immediately cease any such discussions or negotiations related to any Acquisition Proposal currently in progress with any Person other than Buyer and shall cease providing any such Person information regarding Parent, Seller, the Company, or any potential saleSubsidiary. As soon as reasonably practicable (and in any event within one Business Day) after receipt by Parent, assignmentSeller, transfer the Company or other disposition any of the Subsidiaries (including of through a beneficial or economic interestnotification by its representatives) of all any Acquisition Proposal or any portion request for information or inquiry which it reasonably believes could lead to an Acquisition Proposal, Seller shall provide Buyer with written notice of the Subject Interest material terms and conditions of such Acquisition Proposal, request or inquiry, the identity of the Person making any such Acquisition Proposal, request or inquiry and a copy of such proposal, request or inquiry, if in writing (each or, where such transaction similar proposal, request or inquiry was not in nature writing, a description of the terms of such proposal, request or inquiry), and any written material submitted in connection with such proposal, request or inquiry. Notwithstanding the foregoing, until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to Article XI, neither Parent, Seller nor the Company shall enter into, or cause the Subsidiaries to enter into, any definitive agreement with respect to a Permitted Acquisition Proposal without Buyer's prior written consent, which shall not be unreasonably withheld to the extent that such transactions would not materially interfere with the consummation of the transactions contemplated by this Purchase Agreement being referred or any Seller Ancillary Agreement. Without limiting any of the terms, conditions, or rights provided for in this Agreement, Parent, Seller and the Company acknowledge and agree that Buyer shall have the right to herein as an “Alternative Transaction”seek specific performance of the provisions of this Section 6.5 pursuant to the terms and conditions of Section 11.3(d). Each of Parent, other than: Seller and the Company acknowledge and agree that any violation of (aA) discussions and/or a transaction with Buyer, Buyer’s limited partners and the restrictions set forth in this Section 6.5 by any of their respective Affiliates, , directors, officers, employees, direct or indirect equity holders or representatives, or the Subsidiaries, or (bB) discussions Section 1.1 or 2.1 (Exclusivity), as applicable, of any Equity Holder Agreement by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an any Affiliate of Parent, Seller, (c) discussions with current employees , or the Company party thereto, whether or not such Person is purporting to act on behalf of Seller or its Affiliates who are to become members or employees of Parent, Seller, the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder otherwise, shall be deemed a breach of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Intereststhis Section 6.5.

Exclusivity. Prior to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or The Managing Member, itself and on behalf of the Company, hereby agrees that Section 12.4 of the LLC Agreement shall not apply to any of your Affiliates (other than your Subsidiaries) from which you are separated by a transaction reasonable and customary information barrier and the voting and investment powers of which are exercised independently from you with Buyer, Buyer’s limited partners and their respective Affiliates,respect to the Investment. (b) discussions Notwithstanding Section 12.4 of the LLC Agreement, but subject to any applicable restrictions under the Restructuring Proposal, you and your Subsidiaries shall be permitted to invest in voting common shares of GGP following the effective date of the Plan; provided that your holdings of such common shares, together with any holdings of your Subsidiaries (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), shall not exceed three percent (3%) of the aggregate outstanding amount of such common shares; provided, further, that you agree (i) not to purchase or dispose of any such common shares if, at the time of such purchase or disposition, the Person making the applicable investment decision is in possession of any material non-public information relating to GGP on which it is prohibited from trading under the Exchange Act; (ii) not to purchase or dispose of any such common shares unless you have determined that such purchase or disposition would not result in a disgorgement of profits under Section 16(b) of the Exchange Act with respect to any Member other than you or your Affiliates; (iii) to notify the Managing Member of such purchase or disposition (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), as applicable, and among Seller the amount and timing thereof, immediately after such purchase or disposition, and in any event on the date thereof; (iv) not to sell “short” any such common shares, unless you shall have determined that such “short” sale is permitted under Section 16(c) of the Exchange Act; (v) to reimburse the Company for any expenses incurred by the Company or the Managing Member on behalf of the Company, in connection with any amendment to any filings made on behalf of the Company pursuant to Section 13 of the Exchange Act; (vi) not to engage in any acquisition that would require compliance with Regulation 14E of the Exchange Act with respect to GGP or any of its Affiliates; provided that such discussions may not involve consideration and (vii) to vote any common shares held by you and your Affiliates at all times in the same manner and in conformance with how the Company votes its common shares in GGP. References in this paragraph 23 to any purchase or disposition of common shares of GGP shall be to the purchase or disposition on a potential Alternative Transaction in favor of an acquisition of date or within a time period specified by the Subject Interest by an Affiliate of Seller,relevant party. (c) discussions If GGP (i) enters into an agreement with current employees respect to a restructuring or the financing thereof with any party other than the Consortium and (ii) such agreement has been approved by the board of Seller or its Affiliates who are to become members or employees GGP and all interest-holders of GGP whose approval of such agreement is required under the Plan (or, the court overseeing the Chapter 11 case confirms that no such interest-holder approval is required), then you will automatically be released from your obligations under Section 12.4 of the Investment Manager and/or LLC Agreement; provided that, in no event, subject to the employees next sentence, may you take any action otherwise restricted under Section 12.4 of the Portfolio Companies regarding LLC Agreement if such action would result in the transactions contemplated hereby and/or Consortium losing the Portfolio,benefit of its bid protection pursuant to that certain letter agreement between BAM, Pershing Square, LP and certain affiliates of Pershing Square, LP, dated as of February 24, 2010 (any such action, a “Prohibited Action”). The Managing Member shall, within five (5) Business Days of deemed receipt of a request in writing by you specifying in reasonable detail the action(s) proposed to be taken, notify you in writing whether such action, in its reasonable determination, either would be a Prohibited Action or would not be a Prohibited Action. If the Managing Member fails to so notify you within such time frame, or notifies you that such proposed action(s) is not a Prohibited Action, then the Managing Member and the Company shall not have, and agree not to bring, any cause of action or claim against you for a breach of this paragraph 23(c) in connection with the taking of such action(s). (d) discussions and transactions as required by and in compliance with Subject to the terms of any agreements proviso to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Companyparagraph 23(c) above, and (e) discussions with Representatives your exclusivity obligations under Section 12.4 of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding LLC Agreement shall terminate on the foregoing, nothing contained herein shall limit or prevent date you cease to be a Member following either (i) Seller from responding the sale pursuant to Section 10.1(b), 10.6, 10.8(d)(i) or 10.8(d)(ii) of the LLC Agreement of one hundred percent (100%) of your Interest to any inquiries other Member or proposals from any third third-party regarding the Subject Interestpurchaser which, solely for the purposes in each case, is not an Affiliate of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration yours or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities the distribution to you of Seller or any Affiliates one hundred percent (100%) of Seller your pro rata share (determined in accordance with respect your Consortium Percentage Interest) of the Investment and the other Assets of the Consortium pursuant to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specificallySection 10.8(a) or (iii10.8(b) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject InterestsLLC Agreement.

Exclusivity. Prior to From and after the date of this Agreement and ending on the earlier of the Closing Date and or the date on which this Purchase Agreement is terminated pursuant to Article VIIISection 10.1 (the “Exclusivity Period”), Seller shall (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, solicit, induce, facilitate, respond to, initiate, discuss or continue to discuss, approve, engage in or enter into a transaction discussions or negotiations with, or encourage, or provide any information to, any Person regarding concerning any potential sale, assignment, transfer exclusive license or other form of disposition of any material Assets (including other than sales of a beneficial or economic interestProducts in the ordinary course of Seller’s business) of all or any portion transaction involving the Assets similar to any of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as (an “Alternative TransactionAcquisition Proposal”). During the Exclusivity Period, other than: (a) discussions and/or a transaction neither Seller nor such designated persons will approve, endorse, recommend or sign any contracts or agreements or make any commitments to do or in connection with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition any of the Subject Interest by an Affiliate foregoing. For the purpose of this Section 5.13, any license of material Intellectual Property Rights related to any of the Assets outside the ordinary course of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees ’s operation and ownership of the Investment Manager and/or the employees Assets shall be considered a disposition of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Assets. Seller represents that it is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is not bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received Acquisition Proposal other than as contemplated by Seller, (ii) any commercial banking or investment banking activities of this Agreement. If Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, such designated person receives an Acquisition Proposal or any request for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect non-public information relating to any securities Assets, Seller shall promptly notify Buyer of such Acquisition Proposal or request (including, without limitation, the identity of the Portfolio Company that are not Subject InterestsPerson making, and the terms of, such Acquisition Proposal or request).

Exclusivity. Prior to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, Parties (whether directly or indirectlyindirectly through their officers, initiatedirectors, discuss agents or continue to discussother representatives) will not (a) solicit, approveinitiate discussions, engage in or encourage discussions or negotiations with, or accept or consider any proposal or enter into a transaction any agreement, including any non-disclosure agreement, with, any party relating to or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition in connection with (including i) the possible acquisition of a beneficial or economic interest) of all the Acquired Entities or any of their Subsidiaries (by way of merger, share purchase, asset purchase, license, lease or otherwise), (ii) the possible acquisition of any material portion of the Subject Interest shares of the Acquired Entities or any of their Subsidiaries (each such including the issuance of new shares) or assets of the Acquired Entities or any of their Subsidiaries, or (iii) any other transaction similar in nature to outside of the transactions contemplated by this Purchase Agreement being referred to herein as an Ordinary Course of Business that could materially impair the value of the assets of any of the Acquired Entities or their Subsidiaries post-closing (collectively, a “Alternative Restricted Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, or (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition disclose any non-public information relating to either of the Subject Interest by an Affiliate Acquired Entities or any of Seller, their Subsidiaries or afford access to the properties, books or records of either of the Acquired Entities or any of their Subsidiaries, to any person (c) discussions with current employees of Seller other than Buyer or its Affiliates who are representatives) in connection with a proposed Restricted Transaction. Upon receipt of any offer or proposal with respect to become members a Restricted Transaction or employees of any request for nonpublic information or inquiry that Seller Parties reasonably believe could lead to a proposal for a Restricted Transaction, the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, Sellers will promptly (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and event within one (e1) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (aBusiness Day) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides provide Buyer with prompt notice a copy of any written inquiries Restricted Transaction proposal, request or proposals inquiry received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions a written statement with respect to any securities non-written Restricted Transaction proposal request or inquiry received, which statement will include the identity of the Portfolio Company that are not Subject Interestsparties making the proposal and the terms thereof, and will promptly (and in any event within one (1) Business Day) advise Buyer of any material modification or proposed modification, and any other information necessary to keep Buyer informed in all material respects regarding the status and details of such Restricted Transaction proposal.

Exclusivity. Prior to the Closing Date From and after the date on which hereof and unless and until this Purchase Agreement is terminated pursuant to Article VIIIas provided in Section 12, the Seller shall not, and shall not knowingly permit any of its Representatives the Seller's Affiliates, officers, directors, employees, agents or any employees of Bank of America Corporation’s Global Principal Investment Group torepresentatives, directly or indirectly, initiateto encourage, discuss solicit, initiate or continue to discuss, approve, participate in discussions or enter into a transaction negotiations with, or provide any information to, receive any Person regarding proposals or offers from, or enter into any potential agreement with, any third party, in each case other than the Purchaser and/or its Affiliates, that involves the sale, assignment, transfer joint venture or the other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest Business or Acquired Assets (each such transaction similar other than sales of inventory in nature to the Ordinary Course of Business) or any merger, consolidation, recapitalization or other business combination of any kind which would effect, if consummated, the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”)hereby. Seller represents that it is not now and it has not been during at least the two-week period preceding the date hereof, engaged in any such discussions or negotiations, other than: (a) than discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e)terminating prior negotiations. Notwithstanding the foregoing, nothing contained herein in the event Seller should hereafter receive an unsolicited offer for the purchase of assets including some or all of the Acquired Assets, which in fulfillment of its fiduciary responsibilities as a public company it would otherwise consider, Seller shall limit immediately notify the Purchaser by providing Purchaser with a copy of the unsolicited offer. If Purchaser does not agree in writing to substantially match the terms of said unsolicited offer within ten (10) days of its receipt, Seller shall be free to terminate this Agreement by notice thereof given to Purchaser and to thereafter negotiate and execute said offer and related agreements without restriction provided however that upon the closing of the transaction described in such unsolicited offer (or prevent any transaction similar thereto) Seller shall pay to Purchaser $250,000 in consideration of, among other things, the expenses which Purchaser has incurred and the time and energy which Purchaser has invested in the transaction contemplated hereby. (i) Notices to Employees, Customers and Vendors. The Seller from responding shall deliver such notices to such of its employees when and as reasonably requested by Purchaser and when and as required of the Seller by any applicable Laws, including without limitation the WARN Act, or by any agreements (including any notices required to be given to any inquiries union, or proposals from any third party regarding similar representative body). The Seller shall deliver such notices to customers and vendors of the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to if and as reasonably requested by the Portfolio Company (Purchaser, in such form and notsubstance as reasonably requested by the Purchaser, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities informing such customers and/or vendors of the Portfolio Company that are not Subject Interestssale of the Business and the Acquired Assets as contemplated hereunder.

Exclusivity. Prior (a) You acknowledge that the Purchaser will devote substantial time and incur out-of-pocket expenses (including attorneys', accountants' and consultants' fees and expenses) in connection with conducting business, financial and legal due diligence investigations of the Company, drafting and negotiating this letter, the Definitive Agreement and related documents, arranging financing, obtaining third party consents and other related expenses (collectively, "Acquisition Expenses"). To induce the Purchaser to incur Acquisition Expenses, you agree that from and after the Closing Date and signing date of this letter until the earlier of (i) the Final Date, or (ii) the date on upon which this Purchase Agreement is terminated pursuant the Purchaser notifies you in writing that it no longer wishes to Article VIIIpursue the Transaction (the "Exclusivity Period"), Seller you shall not, and nor shall not you permit any of its Representatives your officers, directors, agents or affiliates to: (A) enter into any employees of Bank of America Corporation’s Global Principal Investment Group to, directly written or indirectly, initiate, discuss oral agreement or understanding with any person or entity (other than the Purchaser) regarding Another Transaction (as defined below); (B) enter into or continue any negotiations or discussions with any person or entity (other than the Purchaser) regarding the possibility of Another Transaction; or (C) except as otherwise required by law, court order or similar compulsion, provide any nonpublic financial or other confidential or proprietary information regarding the Company (including this letter and any other materials containing the Purchaser's proposal and any other financial information, projections or proposals regarding the Company) to discuss, approveany person or entity (other than to the Purchaser or its representatives) whom you know, or enter into a transaction withhave reason to believe, or provide would have any information tointerest in participating in Another Transaction. The Purchaser will promptly notify you of its decision to no longer pursue the Transaction pursuant to clause (ii) above. As used herein, any Person regarding any potential salethe term "Another Transaction" means the sale (whether by sale of stock, assignmentmerger, transfer consolidation or other disposition (including of a beneficial or economic interestdisposition) of all or any part of the Company or any material portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,its assets or issued or unissued capital stock. (b) discussions by You hereby represent to the Purchaser that you are not bound to negotiate Another Transaction with any other person or entity and among Seller and its Affiliates; provided that such discussions may your execution of this letter does not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller violate any agreement to which you are bound or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities assets of the Portfolio Company that are not Subject Interestssubject.

Exclusivity. Prior to the Closing Date (i) The Buyer Parties and the Paladin Parties hereby agree that during the period beginning on the date hereof through 5:00 p.m. pacific time on the day which is the thirtieth (30th) day following the Agreement Date (unless during such thirty day period, Parent shall notify the Paladin Parties that Parent has finished its due diligence) (the “Due Diligence Period”), Parent and Paladin shall continue to discuss on an exclusive basis this Purchase Agreement, the Partnership Merger and the transactions contemplated by this Agreement is terminated pursuant (the “Proposed Transaction”), including the negotiation of the terms thereof and the definitive documentation regarding the same. (ii) In addition to Article VIIIand not in limitation of the provisions of Section 7.2 hereof, Seller the Paladin Parties hereby agree that, during the Due Diligence Period, the Paladin Parties shall not, and shall not authorize or permit any of its their respective Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group (collectively, the “Paladin Group”) to, directly or indirectly, initiate, discuss solicit, negotiate, accept or continue to discuss, approvedirectly or indirectly, any proposal or enter into a transaction withoffer from any Person or group of Persons other than the Buyer Parties (an “Alternate Proposal”) to acquire all or any significant part of the business and properties or Equity Interests of any Paladin Party, whether by merger, purchase of stock, purchase of assets, tender offer or otherwise, or provide any non-public information toto any third party in connection with an Alternate Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Proposed Transaction with the Buyer Parties. Paladin agrees to immediately notify Parent if any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion member of the Subject Interest (each such transaction similar Paladin Group receives any indications of interest, requests for information or offers in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor respect of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are Alternate Proposal, and will communicate to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and Parent in compliance with reasonable detail the terms of any agreements such indication, request or offer, and will provide Parent with copies of all written communications relating to any such indication, request or offer and shall keep Parent fully informed on a current basis of any modifications to such indication, request or offer. As of the date hereof, the Paladin Parties shall have terminated, and shall have caused each member of the Paladin Group to terminate, any and all existing discussions or negotiations with any Person or group of Persons other than the Buyer Parties regarding an Alternate Proposal. Paladin represents that no member of the Paladin Group is party to or bound by any agreement with respect to an Alternate Proposal other than under this Agreement. (iii) The Parties acknowledge that a breach of this Section 7.8(a) would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Paladin hereby agrees that Parent may seek equitable relief in the event of any breach or threatened breach of this Section 7.8(a), including injunctive relief against any breach thereof and specific performance of any provision thereof, in addition to any other remedy to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligationsBuyer may be entitled, including the duration or expiration thereofremedy set forth in Section 9.3(a)(iv); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interests.

Exclusivity. Prior to From the Effective Date until the Closing Date and or the date on which earlier termination of this Purchase Agreement is terminated pursuant to in accordance with Article VIII, Seller Parties shall not, not (and shall cause the Group Companies and its and their respective managers, officers, directors, stockholders, Representatives, agents, investment bankers and Affiliates not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to), directly or indirectly, discuss, pursue, solicit, initiate, discuss participate in, facilitate, encourage or continue to discuss, approve, or otherwise enter into a transaction withany discussions, negotiations, agreements or provide any information other arrangements regarding or which could lead to, any Person regarding any potential sale, assignment, transfer a possible sale or other disposition (including of a beneficial whether by merger, reorganization, recapitalization or economic interestotherwise) of all or any portion part of the Subject Interest Ownership Interests, the Business or the Assets of any Group Company with any other Person other than the Buyer or its Affiliates (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative TransactionAcquisition Proposal”) or provide any information to any Person other than the Buyer and its Affiliates, and their Representatives other than information which is traditionally provided in the Ordinary Course of Business of the Group Companies to third parties where the Group Companies and their officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any Acquisition Proposal. None of the Ownership Interests of any Group Company or otherwise shall be voted in favor of any Acquisition Proposal. Seller Parties shall (and shall cause the Group Companies and its and their respective managers, officers, directors, Representatives, agents, investment bankers and Affiliates to), other than: (a) immediately cease and cause to be terminated any and all Contracts, discussions and/or a transaction and negotiations with Buyerany Person other than the Buyer and its Affiliates and Representatives regarding the foregoing, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition promptly notify the Buyer if any Acquisition Proposal, or any inquiry or contact with any Person with respect thereto which has been made as of the Subject Interest by an Affiliate of Seller, Effective Date or is subsequently made, and (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of keep the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller fully informed with respect to the Portfolio Company status of the foregoing. Seller Parties agree not to (and notto cause the Group Companies not to), for without the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities prior consent of the Portfolio Buyer, release any Person from, or waive any provision of, any standstill agreement or confidentiality agreement to which any Group Company that are not Subject Interestsis a party or is otherwise bound.

Exclusivity. Prior to (a) During the Pre-Closing Date and Period, the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller Company shall not, and the Company shall not permit any require each of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group officers, directors, employees, representatives and agents not to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to initiate, solicit, encourage or otherwise facilitate any inquiries inquiry, proposal, offer or proposals from discussion with any third party regarding (other than the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying Buyer) concerning any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by SellerAcquisition Proposal, (ii) furnish any commercial banking information concerning the business, properties or investment banking activities assets of Seller the Company or any Affiliates of Seller with respect Subsidiary or the Company Shares to any party (other than the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specificallyBuyer) or (iii) Seller engage in negotiations or enter into any agreement with any party (other than the Buyer) concerning any such transaction. (b) Notwithstanding the foregoing, prior to the adoption of this Agreement either at a special meeting of stockholders or pursuant to a written stockholder consent, the Company may, to the extent required by the fiduciary obligations of the Company's Board of Directors, as determined in good faith by the Company's Board of Directors after consultation with outside counsel, in response to a bona fide, unsolicited written Acquisition Proposal from taking any actions an unaffiliated third party made or received after the date of this Agreement that the Company's Board of Directors determines in good faith after consultation with outside counsel and a nationally recognized independent financial advisor is reasonably likely to lead to a Superior Proposal, in each case that did not result from a breach by the Company of this Section 4.9, and subject to compliance with Section 4.9(c), (x) furnish information with respect to any securities the Company to the person making such Acquisition Proposal and its Advisors pursuant to a customary confidentiality agreement not less restrictive of the Portfolio other party than the NDA and (y) participate in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person and its Advisors regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 4.9 by any Advisor of the Company or any of its Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a material breach of this Section 4.9 by the Company. (c) The Company shall promptly, and in any event within one business day, notify any party with which discussions or negotiations of the nature described in paragraph (a) above were pending that are not Subject Intereststhe Company is terminating such discussions or negotiations. If the Company receives any Acquisition Proposal or any request for information in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the Company shall, within two business days after such receipt, notify the Buyer of such Acquisition Proposal, request or inquiry, including the identity of the other party and the terms of such Acquisition Proposal, request or inquiry.

Exclusivity. Prior to From and after the date hereof until the earlier of the Closing Date and or the date termination of this Agreement in accordance with its terms, except as set forth on which this Purchase Agreement is terminated pursuant to Article VIIISchedule 6.08, the Seller Parties shall not, and Seller shall not permit any cause each of its Subsidiaries and its and their respective Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group not to, directly or indirectly, (a) solicit, initiate, discuss facilitate, support, seek, induce, entertain or knowingly encourage, or take any action to solicit, initiate, facilitate, support, seek, induce, entertain or knowingly encourage any inquiries, announcements or communications relating to, or the making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (b) enter into, participate in, maintain or continue to discuss, approve, any discussions or enter into a transaction with, or provide any information negotiations relating to, any Acquisition Proposal with any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all than the Buyer or any portion of its Subsidiaries or their respective Representatives (it being understood that informing a Person of the Subject Interest (each existence of this Agreement after any such transaction similar Person contacts a Seller Party or any of its Subsidiaries regarding an Acquisition Proposal and the restrictions set forth in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”Section 6.08 shall not be a breach of this Section 6.08), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding furnish to any inquiries Person other than the Buyer, any of its Subsidiaries or proposals from any third party regarding of their respective Representatives any information that the Subject Interest, solely Seller Parties reasonably expect would be used for the purposes of indicating formulating any inquiry, expression of interest, proposal or offer relating to such third party an Acquisition Proposal, or take any other action regarding any inquiry, expression of interest, proposal or offer that Seller is bound by exclusivity obligations constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (without specifying d) accept any further details of such exclusivity obligationsAcquisition Proposal or enter into any agreement, including arrangement or understanding (whether written or oral) providing for the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice consummation of any written inquiries transaction contemplated by any Acquisition Proposal or proposals received by Sellerotherwise relating to any Acquisition Proposal. From and after the date hereof until the Closing Date or the valid termination of this Agreement in accordance with Article VIII, (ii) the Seller Parties shall, and Seller shall cause each of its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated any commercial banking and all existing activities, discussions or investment banking activities negotiations with any Persons conducted prior to or on the date of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions this Agreement with respect to any securities Acquisition Proposal. From and after the date hereof until the earlier of the Portfolio Company Closing or the termination of this Agreement in accordance with its terms, Seller shall provide the Buyer with: (i) a written description of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Proposal, or any request for information that are not Subject Interestswould reasonably be expected to be used for the purposes of formulating any inquiry, proposal or offer regarding a possible Acquisition Proposal, that is received by any Seller Party or any of their respective Representatives from any Person (other than the Buyer or any of its Subsidiaries or its Representatives) after the date hereof, including in such description the identity of the Person from which such expression of interest, inquiry, proposal, offer or request for information was received (the “Other Interested Party”) and the material terms of such expression of interest, inquiry, proposal, offer or request for information; and (ii) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any of the Other Interested Party’s Representatives to any Seller Party, any of Seller Party’s Subsidiaries or any of their respective Representatives or transmitted on behalf of any Seller Party, any of Seller Party’s Subsidiaries or any of their respective Representatives to the Other Interested Party or any of the Other Interested Party’s Representatives.

Exclusivity. Prior To allow time for negotiation of the Refinancing, from and after the date hereof until the termination of exclusivity pursuant to the Closing Date terms of this agreement and except as expressly permitted by the date on which following provisions of this Purchase Agreement is terminated pursuant to Article VIIIparagraph, Seller Finova shall not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiatethrough any representative or otherwise, discuss solicit or continue to entertain offers from, negotiate with or in any manner encourage, discuss, approve, accept or enter into a transaction with, or provide consider (including furnishing any information toto any other party) any proposal of any other person or entity relating to (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction, (ii) any Person regarding any potential sale, assignmentlease or exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of Finova, in a single transaction or in a series of transactions or (including iii) any tender offer, exchange offer for securities of a beneficial or economic interest) of all Finova or any portion purchase or other acquisition of beneficial ownership of 20% or more of the Subject Interest equity of Finova (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition or securities convertible into 20% or more of the Subject Interest by equity of Finova) (an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof"Acquisition Proposal"); provided, however, that Seller provides Buyer nothing contained in this paragraph shall prohibit Finova's Board of Directors from furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited bona fide, fully financed, written Acquisition Proposal which relates to the acquisition by another entity of all of the equity of Finova, whether by merger, tender offer or otherwise, if and only to the extent that (A) Finova's Board of Directors, after consultation with prompt notice independent legal counsel, determines in good faith that such action is necessary for Finova's Board of Directors to comply with its fiduciary duties to Finova's stockholders under applicable law, (B) Finova's Board of Directors determines in good faith after consultation with a nationally recognized expert with experience in appraising the terms and conditions of such unsolicited Acquisition Proposal, that such unsolicited Acquisition Proposal after taking into account the strategic benefits to be derived from the transaction with Leucadia and the long-term prospects of Finova, would, if consummated, result in a transaction more favorable to Finova's stockholders from a financial point of view (any such more favorable bona fide unsolicited Acquisition Proposal being referred to as a "Superior Proposal"), (C) the meeting of Finova's stockholders, if required to consummate the transaction with Leucadia, shall not have occurred and (D) prior to taking such action, Finova (i) notifies Leucadia of any written inquiries or proposals received by SellerAcquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making the Acquisition Proposal) as promptly as practicable (but in no case later than 24 hours) after receipt thereof, (ii) provides Leucadia with a copy of any commercial banking written Acquisition Proposal, (iii) thereafter informs Leucadia on a prompt basis of the status of any discussion or negotiations with such a third party and any material changes to the terms and conditions of such Acquisition Proposal, (iv) promptly gives Leucadia a copy of any information delivered to such person which has not been previously been reviewed by Leucadia and (v) receives from such person an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the confidentiality agreement to which Leucadia is a party. Finova agrees to notify any investment banking activities banker or other representative of Seller or the substance of this agreement for the purpose of terminating any Affiliates solicitation efforts that previously took place. The exclusivity provision of Seller this agreement (but not the break up fee provision of this agreement) shall expire (i) if a definitive agreement with respect to the Portfolio Company Preferred Stock Investment is not executed by Finova and Leucadia by December 8, 2000; (and not, ii) if a term sheet for the avoidance of doubtRefinancing (which shall have been agreed to by Finova and Leucadia) (the "Term Sheet") is not presented to the agent banks for Finova's outstanding bank debt (the "Agent Banks") by December 20, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or 2000; and (iii) Seller from taking any actions with respect to any securities if the Agent Banks do not recommend approval of the Portfolio Company that are not Subject InterestsTerm Sheet (as such Term Sheet may be amended from time to time with the approval of Finova and Leucadia) to the lenders by February 27, 2001.

Exclusivity. Prior to (a) During the Pre-Closing Date Period, no Seller shall, and the date on which this Purchase Agreement is terminated pursuant to Article VIIISellers shall cause the Company and each Seller’s and the Company’s respective officers, Seller shall notdirectors, employees, representatives and shall agents not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, through any officer, director, employee, Affiliate, agent or representative or otherwise, (i) initiate, discuss solicit, knowingly encourage or continue to discussotherwise knowingly facilitate any inquiry, approveproposal, offer or enter into a discussion with any party (other than the Buyer or its representatives) concerning any acquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale or license of material assets or similar business transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all involving the Company or any portion of the Subject Interest Subsidiary (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as each, an “Alternative Acquisition Transaction”), provided that nothing in this Section 5.6 shall prevent or restrict the Sellers and/or the Company from taking any steps or entering into discussions (but not consummating any transaction) with any Person in relation to an equity and/or convertible debt financing (but where such equity and/or convertible debt financing involves third parties, no third party (with its Affiliates) shall be permitted to acquire in excess of 19.9% of the Company’s outstanding equity securities) to fund the Company’s operations (whether as part of an initial public offering of the Company’s Shares or otherwise) (ii) other than: than in the Ordinary Course of Business, furnish any information concerning the business, properties or assets of the Company or any Subsidiary or the Company Shares to any party (aother than the Buyer or its representatives), it being agreed that the foregoing exception shall not permit the furnishing of any information to any party that any Seller or Warrantor has reason to believe is considering an Acquisition Transaction, or (iii) discussions and/or a transaction engage in negotiations or enter into any agreement with Buyer, Buyer’s limited partners and their respective Affiliates,any Person (other than the Buyer or its representatives) concerning any such transaction. (b) The Sellers shall, and shall cause the Company to, immediately notify any party with which discussions by or negotiations of the nature described in Section 5.6(a) above were pending that the Sellers and among Seller and its Affiliates; provided that the Company are terminating such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition or negotiations. If any Seller or the Company receives any inquiry, proposal or offer of the Subject Interest by an Affiliate nature described in Section 5.6(a) above, such Seller shall, and the Sellers shall cause the Company to, within one (1) Business Day after such receipt, notify the Buyer of Seller, (c) discussions with current employees of Seller such inquiry, proposal or its Affiliates who are to become members or employees offer, including the identity of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions other party and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company such inquiry, proposal or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsoffer.

Exclusivity. Prior to Except as expressly permitted by the Closing Date and following provisions of this Section 5(g), the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller Company shall not, and the Company shall not authorize or permit any of its Representatives officer, director or employee of, or any employees of Bank of America Corporation’s Global Principal Investment Group financial advisor, attorney, accountant or other advisor or representative retained by, the Company to, directly or indirectlysolicit, initiate, discuss or continue to discussencourage, approveendorse, or enter into a transaction withany agreement with respect to, or provide take any information other action to knowingly facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Person regarding any potential sale, assignment, transfer or other disposition Acquisition Proposal (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (edefined below). Notwithstanding the foregoing, nothing contained herein in this Letter shall limit or prevent the Board of Directors of the Company from (i) Seller from responding furnishing information to, entering into discussions or negotiations with, or consummating the sale of assets of WellCare-NY relating to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Sellerits commercial HMO products, (ii) furnishing information or entering into discussions or negotiations with or consummating any commercial banking Acquisition Proposal with any person or investment banking activities of Seller or any Affiliates of Seller with respect entity if and only to the Portfolio extent (A) the Board of Directors of the Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests shall have determined in good faith that such action is required in the underlying Subject Interest specificallyexercise of its fiduciary duties, based upon the advice of counsel, or (B) or directed to so act by New York of Connecticut HMO regulatory authorities, (iii) Seller from taking complying with Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act, or (iv) making any actions with respect disclosures to any securities the Company's shareholders if the Board of Directors of the Portfolio Company shall have determined, after consultation with outside counsel, that are not Subject Interestsfailure to make such disclosures would be inconsistent with applicable law. As used in this Agreement, "Acquisition Proposal" shall mean any tender or exchange offer, or proposal, other than a proposal by Purchaser or its Affiliates, or offer to acquire in any manner an equity interest in the Company or its subsidiaries or the assets of the Company or its subsidiaries.

Exclusivity. Prior to (a) In recognition of the Closing Date time that will be expended and the date on which expense that will be incurred by Buyer in connection with the transactions contemplated hereby, until such time, if any, as this Purchase Agreement is terminated pursuant to Article VIII10, Seller shall notwill not and will not cause its officers, and shall not permit any of its Representatives directors, employees, attorneys, financial advisors, agents or any employees of Bank of America Corporation’s Global Principal Investment Group other representatives to, directly or indirectly, initiate(a) encourage, discuss solicit, engage in negotiations or continue to discuss, approve, or enter into a transaction withdiscussions about, or provide any information with respect to, any Person regarding any potential sale, assignment, transfer inquiry or other disposition proposal (including of a beneficial an “Acquisition Proposal”) relating to (i) the possible direct or economic interest) indirect acquisition of all or any portion of the Subject Interest Business, whether through the acquisition of the stock, other ownership interests in Seller, or all or substantially all of the assets of Seller or any business or division of Seller, or (each such transaction similar ii) any business combination with or involving Seller or (b) discuss or disclose the existence or terms of this Agreement (except as may be required by Law, or is necessary in nature to connection with the transactions contemplated by hereby, and except to the extent that such information becomes public other than as result of a violation hereof) with or to any Person other than Buyer without the prior written consent of Buyer. Nothing contained in this Purchase Agreement being referred shall prohibit Seller or its Board of Directors from disclosing to herein as an “Alternative Transaction”)its stockholders any information which, other than: (a) discussions and/or a transaction after consultation with Buyerits outside legal and financial advisors, Buyer’s limited partners and their respective Affiliates,is required to be disclosed in order for the Board of Directors to comply with its fiduciary obligations in seeking approval of the stockholders of this Agreement, or is otherwise required, under applicable Law. (b) discussions Notwithstanding anything to the contrary contained in this Section 11.14, if, at any time prior to the shareholder approval contemplated by and among Section 9.4 of this Agreement, Seller and its Affiliates; provided receives an unsolicited Acquisition Proposal that such discussions may not involve consideration the Board of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees Directors of Seller or determines in good faith, after receiving the advice of its Affiliates who are financial advisers and legal counsel, constitutes a Superior Proposal, then Seller shall be permitted to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) engage in negotiations regarding such Acquisition Proposal with the Person that has submitted it (the “Bidder”), (ii) furnish to the Bidder confidential information relating to Seller from responding and the Business, subject to any inquiries the execution and delivery of an appropriate nondisclosure agreement with the Bidder at least as restrictive as Section 11.12 of this Agreement, and (iii) if required by fiduciary duties, make a change in or proposals from any third party regarding withdraw the Subject Interestrecommendation of the Board of Directors to the shareholders of Seller (or decline to make such a recommendation, solely for if not previously made) with respect to the purposes approval of indicating to such third party that Seller is bound the transaction contemplated by exclusivity obligations this Agreement (without specifying any further details of such exclusivity obligations, including the duration or expiration thereofa “Change in Recommendation”); provided, however, that within five (5) business days after receipt of such Acquisition Proposal, Seller provides shall provide to Buyer with prompt a summary of the material terms and conditions of such Acquisition Proposal, including the identity of the Bidder, and the same confidential information disclosed to the Bidder if such confidential information has not previously been disclosed to Buyer. Seller shall give written notice to Buyer promptly after any decision by Seller’s Board of Directors to make any Change in Recommendation, and Seller shall not submit such Change in Recommendation to its shareholders for at least ten (10) business days after the date of such notice, during which period Buyer shall have the opportunity to propose revisions to the terms of this Agreement (or to make an alternative proposal) that it believes would cause the Bidder’s Acquisition Proposal not to constitute a Superior Proposal and, if Buyer makes such a proposal, Seller’s Board of Directors shall consider such proposal in good faith. Seller shall be permitted to disclose to the Bidder a summary of the material terms and conditions of any written inquiries revised or proposals received alternative proposal submitted by SellerBuyer pursuant to this Section 11.14(b), subject to the terms of the nondisclosure agreement contemplated by clause (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsfirst sentence of this Section 11.14(b).

Exclusivity. Prior to the Closing Date Sellers and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller Subsidiaries shall not, and nor shall not they authorize or permit any of its Representatives their directors, officers or employees to, and Sellers and the Subsidiaries shall use their reasonable best efforts to cause any investment banker, financial advisor, services provider, consultant, attorney, accountant or other representative acting on behalf of it or any employees of Bank of America Corporation’s Global Principal Investment Group its subsidiaries not to, directly or indirectly, initiate(i) solicit, discuss initiate or continue to discuss, approveencourage (including by way of furnishing information), or enter into knowingly take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes a transaction withSeller Acquisition Proposal (as defined below) or (ii) participate in any negotiations or discussions regarding any Seller Acquisition Proposal. For purposes of this Agreement, “Seller Acquisition Proposal” means any bona fide inquiry, proposal or offer from any person relating to (i) any direct or indirect acquisition or purchase of any assets or business that constitutes 10% or more of the net revenues, net income or the assets of the Business, (ii) any direct or indirect acquisition or purchase of 10% or more of any class of voting securities of any Subsidiary, or provide (iii) any information tomerger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving any Person regarding any potential saleSubsidiary, assignment, transfer or in each case other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to than the transactions contemplated by this Purchase Agreement being referred to herein Agreement. In addition, Sellers and the Subsidiaries shall as an “Alternative Transaction”promptly as practicable advise Globalstar, orally and in writing, of any request for information or of any Seller Acquisition Proposal (and in any case within 24 hours of such request or the receipt of such Seller Acquisition Proposal), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners the principal terms and their respective Affiliates, (b) discussions by conditions of such request or Seller Acquisition Proposal and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition the identity of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of person making such request or Seller or its Affiliates who are to become members or employees Acquisition Proposal. Sellers and Subsidiaries shall keep Globalstar informed of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, status and details (dincluding amendments or proposed amendments) discussions and transactions as required by and in compliance with the terms of any agreements to which any such request or Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interests.Acquisition Proposal as promptly as practicable

Exclusivity. Prior to (a) During the Closing Date and the date on which term of this Purchase Agreement is terminated pursuant to Article VIIIAgreement, neither Seller nor any of its Affiliates shall, nor shall not, and shall not it authorize or permit any of its Representatives officers, directors or employees or any employees investment banker, financial advisor, attorney, accountant or other representative retained by it or any of Bank their respective Affiliates to initiate, solicit, encourage (including by way of America Corporation’s Global Principal Investment Group furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, directly or indirectly, initiate, discuss or continue to discuss, approveany Acquisition Proposal (as defined in Section 10.6 hereof), or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain an Acquisition Proposal, or agree to or endorse any Acquisition Proposal, and Seller shall notify Purchaser orally (within one business day) and in writing (as promptly as practicable), in reasonable detail, as to any inquiries and proposals which it or any of its Affiliates or any of their respective representatives or agents may receive; provided, however, that (i) Seller and its Affiliates may furnish or cause to be furnished confidential and non-public information concerning Seller and its businesses, properties or assets to a transaction third party (subject to execution by such third party of a confidentiality agreement containing confidentiality provisions substantially similar to those of the letter agreement entered into between FBR Capital Markets & Co., as Seller’s agent, and Purchaser dated ▇▇▇▇▇ ▇, ▇▇▇▇), (▇▇) following the execution of such a confidentiality agreement, Seller may engage in discussions or negotiations with a third party executing such an agreement, (iii) following receipt of an Acquisition Proposal, Seller may take and disclose to its shareholders a position with respect to such Acquisition Proposal, including, if such Acquisition Proposal is a tender offer, Seller’s Board of Directors may take and disclose to its shareholders a position contemplated by Rule 14e-2 under the Securities Exchange Act of 1934, and/or (iv) following receipt of an Acquisition Proposal, Seller’s Board of Directors may withdraw or modify its recommendation to shareholders, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that Seller’s Board of Directors shall conclude in good faith (on the basis of advice from outside counsel) that such action is required in order for Seller’s Board of Directors to satisfy their respective fiduciary obligations under applicable law; provided, further, that Seller’s Board of Directors shall not take any of the foregoing actions referred to in clauses (i) through (iv) until after reasonable notice to and consultation with Purchaser with respect to such action and that Seller’s Board of Directors shall continue to consult with Purchaser after taking such action and, in addition, if Seller’s Board of Directors receives an Acquisition Proposal or any request for confidential and non-public information or for access to the properties, books or records of Seller for the purpose of making, or in connection with, or provide any information toan Acquisition Proposal, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion then Seller shall promptly inform Purchaser as provided above of the Subject Interest (each terms and conditions of such transaction similar in nature proposal or request and the identity of the person making it. Seller will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the transactions contemplated by date of this Purchase Agreement being referred with respect to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,any Acquisition Proposal. (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding Without limiting the foregoing, nothing contained herein shall limit it is understood that any violation of the restrictions set forth in the first sentence of Section 5.4(a) by any employee, officer or prevent (i) Seller from responding to any inquiries director or proposals from any third party regarding the Subject Interestauthorized employee, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration agent or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities representative of Seller or any of its Affiliates (including, without limitation, any investment banker, financial advisor, attorney or accountant or other representative retained by Seller or any of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specificallyits Affiliates) or (iii) Seller from taking any actions with respect otherwise shall be deemed to any securities be a breach of the Portfolio Company that are not Subject InterestsSection 5.4 by Seller.

Exclusivity. Prior Until the earlier of (i) the Closing or (ii) the date of termination of this Agreement pursuant to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIIIprovisions of Section 10.3(a), Seller shall not, and Arena shall not permit (nor shall Arena permit, as applicable, any of its Representatives officers, managers, employees, members, agents, representatives or any employees of Bank of America Corporation’s Global Principal Investment Group Affiliates, acting on its behalf, to), directly or indirectly, take any of the following actions with any party other than UT and its representatives and designees: (a) solicit or knowingly encourage, seek, entertain, support, assist, initiate, discuss continue or continue to discussparticipate in any inquiry, approvenegotiations or discussions, or enter into a transaction withany agreement, with respect to any offer or proposal to acquire or license all or any of the Product Assets other than confidentiality agreements entered into in the Ordinary Course of Business or nonexclusive licenses granted in the Ordinary Course of Business that would be Non-Scheduled License Grants if executed as of the date of this Agreement, whether by purchase of subsidiary, purchase of assets, license or otherwise, or provide effect any such transaction, (b) disclose any information tonot customarily disclosed to any person concerning the Product Assets, or afford to any Person regarding access to its properties, technologies, books or records related to the Product Assets, not customarily afforded such access, (c) assist or cooperate with any potential saleperson to make any proposal to purchase or license all or any of the Product Assets, assignment, transfer or other disposition (including of a beneficial d) enter into any agreement with any person providing for the acquisition or economic interest) license of all or any portion of the Subject Interest (each such transaction similar Product Assets, whether by merger, purchase of assets, license or otherwise other than confidentiality agreements entered into in nature to the transactions contemplated by this Purchase Agreement being referred to herein Ordinary Course of Business or nonexclusive licenses granted in the Ordinary Course of Business that would be Non-Scheduled License Grants if executed as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate date of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof)this Agreement; provided, however, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any foregoing restrictions shall not prohibit such actions with respect to any an offer, proposal or agreement (or disclosure, negotiations or discussions related thereto) to acquire securities representing a majority or more of the voting power of the outstanding securities of Arena, or assets or properties constituting fifty percent (50%) or more of the Portfolio Company assets or properties of Arena and its subsidiaries (taken as a whole), so long as any such actions or any such transaction would not affect the transactions, rights or obligations contemplated by this Agreement. Arena shall immediately cease and cause to be terminated any such negotiations, discussions or agreements (other than with UT and its representatives) that are not Subject Interestsrestricted in the immediately foregoing sentence after giving effect to the proviso. If Arena or any of its Affiliates shall receive, prior to the Closing or the termination of this Agreement in accordance with Section 10.3(a) hereof, any offer, proposal, or request of the type referenced in clause (a), (c) or (d) above, or any request for disclosure or access as referenced in clause (b) above after giving effect to the proviso, Arena shall immediately (x) suspend any discussions with such offeror or party with regard to such offers, proposals, or requests and (y) notify UT thereof, including, subject to applicable confidentiality obligations, a summary of specific terms of such offer or proposal, as the case may be, and such other information related thereto as UT may reasonably request. Without limiting the foregoing, it is understood that any violation of the restrictions set forth above by any officer or director of Arena (or by any agent or representative only at the direction of Arena) shall be deemed to be a breach of this Agreement by Arena.

Exclusivity. Prior to From the date hereof until the earliest of (a) the Closing Date and the or (b) such date on which this Purchase Agreement is validly terminated pursuant to in accordance with Article VIIIX, the Seller shall and its Subsidiaries and Affiliates will not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectlyindirectly (i) solicit, initiateinitiate or accept the submission of any proposal or offer from any Person relating to the acquisition of the Seller, discuss its Subsidiaries or continue the Acquired Properties or (ii) participate in any discussions or negotiations regarding the acquisition of the Seller, its Subsidiaries or the Acquired Properties or furnish any confidential or proprietary information with respect thereto to discussany Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of the Seller, approveits Subsidiaries or the Acquired Properties (other than the Buyer or its authorized Representatives). The Seller and its Subsidiaries and Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) heretofore conducted, or enter into a transaction with, the provision of any confidential or provide any proprietary information to, to any Person (other than the Buyer or its authorized Representatives) to which confidential or proprietary information heretofore has been provided, in each case, with respect to any discussions or negotiations regarding the acquisition of the Seller, its Subsidiaries or the Acquired Properties. The Seller shall promptly notify the Buyer upon receipt of any potential salebid, assignmentoffer or proposal it receives with respect to the Seller, transfer its Subsidiaries or other disposition (including of a beneficial or economic interest) of all the Acquired Properties or any portion of the Subject Interest (each such other transaction similar in nature to inconsistent with the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject InterestsAgreement.

Exclusivity. Prior From the date hereof until the earlier of the Closing or the termination of this Agreement, Holdings agrees that neither it nor any Affiliate nor any of their respective officers, directors or representatives will (a) negotiate with any other Persons with respect to a sale, merger, consolidation, reorganization or other business combination pursuant to which the stock, assets or business of Holdings would be combined with that of, or sold to, any acquirer or any other business or entity, including any direct or indirect acquisition or purchase of 10% or more of any class of equity securities or voting power or 10% or more of the consolidated gross assets of Holdings (a “Holdings Acquisition Proposal”); (b) solicit or respond to any offers, bids, negotiations or inquiries with respect to a Holdings Acquisition Proposal; (c) furnish any information with respect to the Closing Date and business, activities, operations, assets or liabilities of Holdings, or other similar matters, to any Persons whatsoever (other than as described in this Agreement) with respect to a Holdings Acquisition Proposal; or (d) proceed or continue with negotiations in respect of a Holdings Acquisition Proposal which may be in progress as of the date on which of this Purchase Agreement is terminated pursuant Agreement. Notwithstanding the foregoing, Holdings shall be permitted to Article VIII, Seller shall not, and shall not permit engage in any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction negotiations with, or provide furnish any information to, any Person regarding any potential sale, assignment, transfer or other disposition from which it has received an unsolicited bona fide written Holdings Acquisition Proposal if its Board of Directors in good faith concludes (including following receipt of a beneficial or economic interestwritten opinion from its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law. “Superior Proposal” means a bona fide written Holdings Acquisition Proposal obtained not in breach of all or any portion this Section 7.11 on terms that the Board of Directors of Holdings in good faith concludes (following receipt of the Subject Interest (each such transaction similar in nature advice of its financial advisors and outside legal counsel) are more favorable from a financial point of view to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration stockholders of a potential Alternative Transaction in favor of an acquisition of Holdings then the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject InterestsMerger.

Exclusivity. Prior to From the date of this Agreement until the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIIIDate, neither Seller shall not, and shall not permit nor any of its Seller’s Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, will directly or indirectly: (i) solicit, encourage, initiate, discuss review, accept, support, approve or continue participate in any negotiations or discussions with respect to discussany offer or proposal (formal or informal, approveoral, written or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interestotherwise) of to acquire all or any portion part of the Subject Interest Assets or the Business, whether by purchase of assets, exclusive license, joint venture formation, strategic partnership or other alliance formation (each such transaction similar in nature to of the transactions contemplated by this Purchase Agreement being referred to herein as foregoing, an “Alternative TransactionAcquisition Proposal”), other than: (aii) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may disclose any information not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding customarily disclosed to any inquiries or proposals from any third party regarding Person concerning the Subject Interest, solely Assets and which could reasonably be used for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying formulating any further details of such exclusivity obligationsAcquisition Proposal, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) assist, cooperate with, facilitate or encourage any Person to make, participate in any discussions or negotiations with any Person 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, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal or (v) authorize or permit any of Seller’s Representatives to take any such action. Upon the execution of this Agreement, Seller from taking shall cease, and shall cause its Representatives to cease, immediately and cause to be terminated any actions and all existing discussions or negotiations with any parties conducted heretofore with respect to any securities Acquisition Proposal and promptly request that all confidential information with respect thereto furnished by Seller or its Representatives be returned. From the date of this Agreement until the earlier of the Portfolio Company Closing Date or termination of this Agreement, Seller shall notify Buyer as promptly as practicable (and in any event within two (2) Business Days) of the receipt of any proposal or offer (formal or informal, oral, written or otherwise), or any inquiry or contact with any Person with respect thereto, regarding any Acquisition Proposal or of any request for information in connection with a potential Acquisition Proposal. Seller shall instruct each of its Representatives to observe the terms of this Section 7.7. Without limiting the foregoing, it is understood that are any violation of the restrictions set forth in this Section 7.7 by any Representative, whether or not Subject Interests.such Person is purporting to act on behalf of Seller or otherwise, shall be deemed to be a breach of this Section 7.7

Exclusivity. Prior to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIII, (a) Seller shall notshall, and shall cause its Subsidiaries, affiliates and Representatives not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly solicit, initiate or indirectlyknowingly facilitate or encourage (including by furnishing non-public information concerning the Business or the Purchased Assets) any inquiry, initiateproposal or offer (a “Competing Proposal”) with respect to, discuss or continue that would reasonably be expected to discusslead to, approvea Competing Transaction, or enter into discussions or negotiate with any Person in furtherance of such an inquiry, proposal or offer or to obtain a transaction withCompeting Transaction, or provide agree to or endorse any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Competing Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,. (b) discussions If Seller, or any of its Subsidiaries, affiliates or Representatives, receives a Competing Proposal, Seller shall, promptly (and in any event within one (1) business day) notify Purchaser of any receipt by and among any director or officer of Seller and or by any of Seller’s other affiliates, or its Affiliates; provided or their respective Representatives, of any Competing Proposal or any proposals or inquiries that such discussions may not involve consideration of could reasonably be expected to lead to a potential Alternative Transaction in favor of an acquisition Competing Proposal, or any inquiry or request for nonpublic information relating to the Business by any Person who has made or could reasonably be expected to make any Competing Proposal. Such notice shall indicate the identity of the Subject Interest Person making the Competing Proposal, inquiry or request, and the material terms and conditions of any such proposal or offer or the nature of the information requested pursuant to such inquiry or request, including unredacted copies of all written requests, proposals or offers, including proposed agreements received by an Affiliate Seller or, if such Competing Proposal is not in writing, a reasonably detailed written description of the material terms and conditions thereof. Without limiting Seller,’s other obligations under this Section 5.15, Seller shall keep Purchaser reasonably informed on a prompt and timely basis of any amendments or proposed amendments to such material terms of any such Competing Proposal or potential Competing Proposal and shall promptly provide Purchaser with such information as Purchaser may reasonably request regarding the status and material terms of any such Competing Proposal or potential Competing Proposal (including as to the nature of any information requested of Seller with respect thereto). (c) discussions Sellers shall not amend, terminate, waive or fail to enforce any provisions of any confidentiality agreement with current employees of Seller or its Affiliates who are respect to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions any potential Competing Transaction, and transactions as required by and promptly request, in compliance accordance with the terms of any agreements to which any Seller is party with any Portfolio Company such confidentiality agreement, the return or with any other holder of securities destruction of any Portfolio Company, andconfidential information previously furnished pursuant thereto. (ed) discussions with Any breach of any of the covenants in this Section 5.15 by any affiliates or Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein Seller shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received be deemed a breach by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interests.

Exclusivity. Prior to During the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIIIContract Period, Seller shall not, and shall cause and instruct its Affiliates, directors, officers, employees and representatives not to, and shall not authorize or permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group the foregoing to, directly or indirectly, (i) solicit, initiate, discuss seek or continue to discussknowingly encourage any inquiry, approve, proposal or enter into a transaction with, or provide any information tooffer from, any Person regarding any potential sale, assignment, transfer or (other disposition (including of a beneficial or economic interest) of all or any portion of than the Subject Interest (each such transaction similar in nature Purchasers and their respective Affiliates with respect to the transactions contemplated by this Agreement, the Real Estate Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by the Ancillary Agreements and among Seller and its Affiliates; provided that such discussions may not involve consideration the consummation of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (dand thereby) discussions and transactions as required by and in compliance with the terms of regarding any agreements offer or inquiry from any Person relating to which any Seller is party with any Portfolio Company direct or with any other holder of securities of any Portfolio Companyindirect merger, and (e) discussions with Representatives consolidation, reorganization or acquisition of the foregoing persons and entities described in foregoing clauses Business, the Acquired Companies (aor equity interests therein) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller all or any Affiliates material portion of Seller with respect to the Portfolio Company Business (and notexcluding, for the avoidance of doubt, any sale of Consumables by the Business) or all or any portion of the Integrated Resort or the fee and related interests of Sands Arena Landlord LLC and VCR with respect to Seller’s ownership interests the MSG Sphere at the Venetian or the Transferred Real Estate Assets, including any sale, lease, sale leaseback or mortgage of the Transferred Real Estate Assets (an “Offer”), (ii) furnish any information to, or participate in the underlying Subject Interest specifically) any negotiations or (iii) Seller from taking discussions with, or enter into any actions agreement in principle, arrangement, understanding or Contract with, any Person with respect to any securities Offer, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Offer or (iv) otherwise resolve, propose or agree to do any of the Portfolio Company foregoing. Seller agrees that are not Subject any such discussions, negotiations and other communications in progress as of the date of this Agreement shall immediately be terminated and shall request that any confidential information regarding the Business and held by any Person in connection with such discussions, negotiations or other communications be promptly returned to Seller or destroyed. In no event shall Seller accept or enter into any agreement (including any confidentiality or non-disclosure agreement) concerning any such third-party transaction. Seller shall notify the Purchasers as promptly as reasonably practicable upon any Offer that is in writing and is a bona fide offer or proposal to acquire the Business, the Integrated Resort, the fee and related interests of Sands Arena Landlord LLC and VCR with respect to the MSG Sphere at the Venetian, any of the Acquired Assets or any of the Acquired Interests.

Exclusivity. Prior Until the first to occur of the Closing Date and or the date on which earlier termination of this Purchase Agreement is terminated pursuant to Article VIIIX, Seller shall the Company will not, and shall will cause its respective Affiliates, directors, officers, stockholders, employees, agents, consultants and other advisors and representatives not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly: (a) solicit, initiate, discuss encourage, knowingly facilitate any inquiry or the making of any proposal or offer, (b) enter into, continue or otherwise participate in any discussions or negotiations, (c) furnish to discussany person any non-public information or grant any person access to its properties, approveassets, books, contracts, personnel or records, (d) approve or recommend, or enter into a transaction withpropose to approve or recommend, or provide any information toexecute or enter into, any Person regarding any potential saleletter of intent, assignmentagreement in principal, transfer merger agreement, acquisition agreement, option agreement or other disposition contract, or (including e) propose, whether publicly or to any director or stockholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case relating to an Acquisition Proposal. “Acquisition Proposal” means any offer or proposal regarding a beneficial business combination transaction involving the Company or economic interest) any of its Subsidiaries or any other transaction to acquire all or any portion material part of the Subject Interest business, properties or assets of the Company or any of its Subsidiaries or any amount of the capital stock of the Company or any of its Subsidiaries (each whether or not outstanding), whether by merger, acquisition of assets, purchase of equity, tender offer or other similar transactions, other than with Industrea. The Company will immediately cease and cause to be terminated any such transaction similar in nature negotiations, discussion or other communication, or contracts (to the transactions contemplated extent unilaterally terminable by this Purchase Agreement being referred to herein as an “Alternative Transaction”), the Company without the counterparty’s consent and without penalty) (other than: (athan with Industrea) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company foregoing and will immediately (and not, for but in any event within five (5) business days after the avoidance date of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specificallythis Agreement) or (iii) Seller from taking terminate any actions with respect to any securities access of the Portfolio Company that are not Subject Intereststype referenced in clause (c) above.

Exclusivity. Prior (a) Subject to paragraph (b) below, and except where acting in a manner which is permitted under Section 3.2 of the Closing Date and Pre-Acquisition Agreement, from the date on which of execution of this Purchase Agreement is terminated pursuant until the first to Article VIIIoccur of the expiry of the Offer or the termination of this Agreement, Seller shall the Shareholder will not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly: (i) make, initiatesolicit, discuss initiate or continue encourage inquiries from or submission of proposals or offers from any person, corporation, partnership or other business organization whatsoever (including any of its officers or employees) relating to discuss, approveany Take-over Proposal (as defined in the Pre-Acquisition Agreement); or (ii) participate in any discussions or negotiations regarding, or enter into a transaction furnish to any other person any information with respect to, or otherwise cooperate in any way with, or provide any information toassist or participate in, or facilitate or encourage, any Person regarding effort or attempt by any potential saleother person to do anything mentioned in (i) above; given that the Company has entered into the Pre-Acquisition Agreement, assignmentwhich provides for, transfer or among other disposition (including customary terms and provisions, the payment by the Company to Acquiror of a beneficial termination or economic interest) of all or any portion of “break” fee in the Subject Interest (each such transaction similar amount set forth in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,Pre-Acquisition Agreement. (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of If the Shareholder is a potential Alternative Transaction in favor of an acquisition member of the Subject Interest by an Affiliate board of Seller,directors and/or officer of the Company: (i) the provisions of paragraph (a) above shall be subject to the fiduciary duty of the Shareholder, in his capacity as a director or officer of the Company, to act in the manner described in Section 3.2 of the Pre-Acquisition Agreement; and (ii) the Shareholder acknowledges that he may act as a holder of Common Shares pursuant to this Agreement in a manner that is different than the manner in which he is duty bound to act in his capacity as a director or officer of the Company. (c) discussions with current employees of Seller or its Affiliates who are Subject to become members or employees paragraph (b) above and except where acting in a manner which is permitted under Section 3.2 of the Investment Manager and/or Pre-Acquisition Agreement, the employees of Shareholder will notify the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms Offeror immediately of any agreements to which any Seller is communications received from another party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (entering into of an agreement similar in substance to this Agreement or any Take-over Proposal and not, for the avoidance of doubt, with respect to Seller’s ownership interests in particulars thereof and keep the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities Offeror apprised of the Portfolio Company that are not Subject Interestsstatus of such communications and the Shareholder’s response thereto.

Exclusivity. Prior to From the date of this Agreement until the earlier of the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIIIDate, neither Seller shall not, and shall not permit nor any of its Seller’s Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, will directly or indirectly: (i) solicit, encourage, initiate, discuss review, accept, support, approve or continue participate in any negotiations or discussions with respect to discussany offer or proposal (formal or informal, approveoral, written or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interestotherwise) of to acquire all or any portion part of the Subject Interest Assets or the Product Line, whether by purchase of assets, exclusive license, joint venture formation, strategic partnership or other alliance formation (each such transaction similar in nature to of the transactions contemplated by this Purchase Agreement being referred to herein as foregoing, an “Alternative TransactionAcquisition Proposal”), other than: (aii) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may disclose any information not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding customarily disclosed to any inquiries or proposals from any third party regarding Person concerning the Subject Interest, solely Assets and which could reasonably be used for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying formulating any further details of such exclusivity obligationsAcquisition Proposal, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) assist, cooperate with, facilitate or encourage any Person to make, participate in any discussions or negotiations with any Person 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, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal or (v) authorize or permit any of Seller’s Representatives to take any such action. Upon the execution of this Agreement, Seller from taking shall cease, and shall cause its Representatives to cease, immediately and cause to be terminated any actions and all existing discussions or negotiations with any parties conducted heretofore with respect to any securities Acquisition Proposal and promptly request that all confidential information with respect thereto furnished by Seller or its Representatives be returned. From the date of this Agreement until the earlier of the Portfolio Company Closing Date or termination of this Agreement, Seller shall notify Buyer as promptly as practicable (and in any event within two (2) Business Days) of the receipt of any proposal or offer (formal or informal, oral, written or otherwise), or any inquiry or contact with any Person with respect thereto, regarding any Acquisition Proposal or of any request for information in connection with a potential Acquisition Proposal. Seller shall instruct each of its Representatives to observe the terms of this Section 7.10. Without limiting the foregoing, it is understood that are any violation of the restrictions set forth in this Section 7.10 by any Representative, whether or not Subject Interestssuch Person is purporting to act on behalf of Seller or otherwise, shall be deemed to be a breach of this Section 7.10 by Seller.

Exclusivity. Prior to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall will not, and shall will not cause, permit any of its Representatives or authorize the Company, or any employees representative on behalf of Bank of America Corporation’s Global Principal Investment Group Seller or the Company, to, directly or indirectlydirectly, (i) solicit, initiate, discuss encourage or continue induce (including by way of furnishing non-public information) the submission of any proposal or offer from any Person relating to discuss, approvethe acquisition of any capital stock or other voting securities, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any substantial portion of the Subject Interest assets, of the Company (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein including any acquisition structured as a merger, consolidation, or share exchange) (an “Alternative TransactionAcquisition Proposal”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) participate in any commercial banking discussions or investment banking activities of Seller or negotiations regarding, furnish any Affiliates of Seller information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the Portfolio Company (foregoing. Seller will immediately cease and notcause to be terminated any existing activities, for the avoidance of doubt, discussions or negotiations with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions parties conducted heretofore with respect to any securities of the Portfolio foregoing and enforce any confidentiality agreements to which Seller or the Company is a party. Seller will take the necessary steps to inform its representatives and the personnel and representatives of the Company regarding the obligations set forth in this Section 5.7. It is agreed that are any violation of this Section 5.7 by any agent or representative of Seller or the Company will constitute a breach of this Section 5.7 by Seller. Seller will not Subject Interests.vote its Shares in favor of any such acquisition structured as a merger, asset acquisition, consolidation or share exchange. In the event Seller violates or is deemed to have violated this Section 5.7, in addition to any other remedy available at law or equity, Buyer will be entitled to be paid, or have released to it from the Attorney’s Trust Account of Seller’s counsel, the full amount of the Deposit, together with all interest accrued thereon

Exclusivity. Prior to From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement, neither Seller nor Parent shall (and the date on which this Purchase Agreement is terminated pursuant to Article VIIISeller and Parent shall cause their respective Affiliates, Seller shall notofficers, directors, managers, employees, attorneys, accountants, consultants, financial advisors, and shall other agents not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to), directly or indirectly: (a) solicit, initiateinitiate or knowingly encourage (including by way of furnishing any information relating to the Company and its Subsidiaries), discuss or knowingly induce or knowingly take any other action which would reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or would reasonably be likely to lead to, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 6.18, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to discuss, knowingly facilitate or knowingly induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all Acquisition Proposal or any portion letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Company or Seller or Parent to abandon or terminate its Affiliates who are to become members obligations under this Agreement; or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) agree, resolve or commit to do any of the foregoing. Seller and Parent agree to notify Purchaser within two (2) Business Days if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and provide Purchaser with a description of the material terms and conditions thereof, including the identity of such Person. Seller and Parent shall immediately cease and cause to be terminated any existing discussions with any Person (other than Purchaser) concerning any proposal relating to an Acquisition Proposal. With respect to the Persons with whom discussions or negotiations have been terminated, Seller and transactions as required by and Parent shall use their respective reasonable best efforts to obtain the return or destruction of, in compliance accordance with the terms of any agreements to which applicable confidentiality agreement, any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding confidential information previously furnished to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound Person by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interests.50

Exclusivity. Prior to From the date of this Agreement until the Closing Date Date, Seller and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller Companies shall not, and shall not authorize or permit any of its their respective Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, (a) solicit, initiate, discuss encourage, facilitate or continue inquiries regarding the submission of any proposal or offer from any other Person relating to discussa potential business combination with or acquisition of the Companies or the Business (whether by way of merger, approvepurchase of Equity Interests, purchase of assets, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interestotherwise) of all or any portion of the Subject Interest Equity Interests or assets of the Company and any of its Subsidiaries (each a “Competing Transaction”), (b) participate in, enter into or continue any activities, discussions, negotiations or agreements regarding a Competing Transaction, or (c) provide information regarding a Company or the Business to, or enter into or agree to enter into any Contract with, any Person, other than Purchaser and its Representatives in connection with a possible Competing Transaction with such Person; provided, that, the foregoing shall not prohibit a sale of equity interests or assets of (whether by way of merger, purchase of equity interests, purchase of assets or otherwise) Seller Parent, its Affiliates or Subsidiaries (excluding the Companies) or any other businesses of any of the foregoing, so long as such transaction similar in nature would not reasonably be expected to prohibit or materially delay or impede Seller’s ability to consummate the transactions contemplated by this Purchase Agreement being referred to herein as or prevent Seller or Seller Parent from carrying out the transactions contemplated by this Agreement (each, an “Alternative Excepted Transaction”). In furtherance of the foregoing, other than: (a) discussions and/or a transaction with Buyerfrom the date of this Agreement until the Closing Date, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may Seller Parent shall not involve consideration of affirmatively solicit a potential Alternative Competing Transaction in favor of (other than an acquisition Excepted Transaction) at the direction of the Subject Interest by an Affiliate board of Seller, (c) discussions with current employees directors of Seller Parent (together with any such solicitation or its Affiliates who are any affirmative commitment to become members solicit a Competing Transaction (other than an Excepted Transaction) pursuant to the requirements of or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions undertaken as required by and in compliance with the terms a result of any agreements Order, a “Prohibited Solicitation”). Seller and the Companies shall, and shall cause their Representatives to, immediately cease and or cause to which be terminated any Seller is party with any Portfolio Company or existing activities, discussions, and negotiations with any other holder Person with respect to, or that would reasonably be expected to lead to, any of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein and shall limit promptly take all steps necessary (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement) to require any Person that has executed a confidentiality or prevent non-disclosure agreement within the 6-month period prior to the date of this Agreement in connection with any actual or potential Competing Transaction (iother than an Excepted Transaction) to return or destroy all such information or documents or material incorporating confidential information in the possession of such Person or its Representatives, and shall enforce all such confidentiality agreements. Seller from responding to and the Companies shall promptly advise Purchaser orally and in writing of the receipt by Seller, the Companies, or any inquiries of their Representatives of any oral or proposals written communication, proposal, offer, or inquiry from any third party other Person regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations a Competing Transaction (without specifying any further details of such exclusivity obligationsother than an Excepted Transaction), including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice identity of the Person making the same and the material terms and conditions of any written inquiries proposal or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsoffer.

Exclusivity. Prior to (a) None of Company Entities nor any of the Closing Date Stockholders shall, and the date on which this Purchase Agreement is terminated pursuant to Article VIIICompany and each Stockholder shall cause each of their respective directors, Seller shall not, executive officers and shall all of their respective Affiliates not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, (i) initiate, discuss solicit or continue encourage any proposal or offer from any Person (other than Buyer and its Affiliates in connection with the transactions contemplated hereby) relating to discuss, approveor regarding a “Competing Transaction” (as this term is defined below) or accept any offer, or enter into any agreement or understanding, regarding or relating to a transaction with, Competing Transaction or provide (ii) furnish any information to, regarding the Company Entities or the Business to any Person (other than Buyer and its Affiliates) in connection with any proposed Competing Transaction. If any Company Entity or any Stockholder receives from any Person an offer, inquiry or informational request regarding a Competing Transaction, the Company or such Stockholder, as applicable, will promptly advise (i) such Person, by written notice, of the exclusivity granted to Buyer hereunder, and (ii) Buyer that such offer, inquiry or informational request has been received and identify the Person. If any potential saleof the provisions of this Section 5.15 are breached and the transactions contemplated hereby are not consummated for any reason, assignment, transfer or other disposition (including the Company shall within ten business days after receipt of a beneficial written demand therefor with appropriate supporting documentation reimburse Buyer and its Affiliates for all out of pocket fees and expenses incurred before or economic interest) after the date of all or any portion of the Subject Interest (each such transaction similar in nature this Agreement by Buyer and its Affiliates related to the transactions contemplated hereby, including fees and expenses of legal counsel, accountants and other consultants and advisors retained by Buyer and its Affiliates in connection with the transactions contemplated hereby. The foregoing provisions are in addition to, and not in derogation of, any statutory or other remedy that Buyer and its Affiliates may have for a breach of this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,Section 5.15. (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration For purposes of this Agreement, the term “Competing Transaction” means any transaction or series of transactions which constitutes, either directly or indirectly: (i) a potential Alternative Transaction in favor sale of an acquisition assets of any of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees Company Entities outside the ordinary and regular course of the Investment Manager and/or the employees Business; (ii) a sale of any of the Portfolio Companies regarding shares of capital stock of the Company owned by any Stockholder; (iii) the sale or issuance by the Company of any shares of its capital stock to any Person; (iv) a sale or exclusive license of all or substantially all of the Business; (v) any merger or consolidation involving the Company or any other Company Entity; or (vi) any transaction which, if consummated, would delay or prevent the consummation of the transactions contemplated hereby and/or under this Agreement or impair the Portfolio, (d) discussions and transactions as required by and in compliance with ability of the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of any Stockholder or Buyer to consummate the foregoing persons and entities described transactions contemplated under this Agreement in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsa timely manner.

Exclusivity. Prior to the Closing Date Probity, on behalf of itself and each of its officers, directors and employees, and the Stockholders, covenant and agree that, until such time as this Agreement has been terminated in accordance with Section 6.1, it and each of them shall forebear directly or indirectly negotiating, soliciting or accepting any offer with any other Person to purchase, acquire, option, or merge or combine with, as applicable, Probity, any of the Probity Stock, or the Probity Business, or any interest in any of the foregoing. Without limiting the generality of the foregoing: (a) From and after the date on which hereof until the Effective Time or termination of this Purchase Agreement is terminated pursuant to Article VIIISection 6.1, Seller Probity shall not, and shall not nor will it authorize or permit any of its Representatives officers, directors, affiliates, shareholders or employees or any employees investment banker, attorney or other advisor or representative retained by any of Bank of America Corporation’s Global Principal Investment Group them to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries solicit, initiate, encourage or proposals from any third party regarding induce the Subject Interestmaking, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration submission or expiration thereof); provided, that Seller provides Buyer with prompt notice announcement of any written inquiries or proposals received by SellerAcquisition Proposal (as hereinafter defined), (ii) participate in any commercial banking discussions or investment banking activities of Seller negotiations regarding, or furnish to any Affiliates of Seller person any non-public information with respect to, or take any other action to facilitate any inquiries or the Portfolio Company (and notmaking of any proposal that constitutes or may reasonably be expected to lead to, for the avoidance of doubtany Acquisition Proposal, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking engage in discussions with any actions person with respect to any securities 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 Transaction. Probity shall immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the Portfolio Company that are not Subject Interests.restrictions set forth in the preceding two sentences by any officer, director or employee of Probity or any of its subsidiaries or any investment banker, attorney or other advisor or representative of Probity or any of its subsidiaries shall be deemed to be a breach of this Section 7.10

Exclusivity. Prior Each Seller Group Member and Acquired Company, agrees that neither he, she or it nor any of his, her or its respective representatives, employees, beneficiaries or Affiliates, including, without limitation, any of their Affiliates’ accounting, investment banking and legal advisors, shall directly or indirectly (i) solicit, continue, institute, pursue or enter into any discussions, negotiations or agreements of any kind with any Person other than Buyer concerning any issuance or sale of Equity Interests of any Acquired Company or Asset Seller, joint venture, merger, acquisition, purchase or sale of a material portion of the assets of the Business or any Acquired Entity or Asset Seller (including the Landmark Assets and excluding the Excluded Assets) or of any of the Equity Interests of any Acquired Entity or Asset Seller, or other business combination or change in control of any Acquired Entity or Asset Seller (each, a “Sale Transaction”) or (ii) initiate, engage in or participate in any discussions or negotiations regarding, furnish any information (including by providing access to the Closing Date and books, records, assets, business or personnel of any Seller or the date on which this Purchase Agreement is terminated pursuant Acquired Entity) with respect to, assist or participate in any effort or attempt by any third party to Article VIII, Seller shall not, and shall not permit do or seek any of its Representatives the foregoing. In the event that any Seller Group Member or any employees of Bank of America Corporation’s Global Principal Investment Group toAcquired Entity receives, directly or indirectly, initiatean inquiry, discuss proposal or continue written offer for a Sale Transaction, Seller Group Members and the Acquired Companies, as applicable, shall promptly notify Buyer in writing of the receipt of such an offer and the material terms thereof and shall refrain from negotiating with the offeror or otherwise pursuing said offer in any manner and shall send notice to discussthe offeror to that effect. Each Seller Group Member and Acquired Company will terminate, approveand will instruct all persons acting on their behalf to terminate, or enter into a transaction with, or provide any information toon the date hereof, any Person regarding any potential sale, assignment, transfer discussions or other disposition (including of activities regarding a beneficial or economic interest) of all or Sale Transaction with any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”)Person, other than: (a) discussions and/or a transaction with than Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller it is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestscurrently engaged.

Exclusivity. Prior to During the Pre-Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIIIPeriod, Seller shall will not, and shall not nor will it authorize or permit any of its Subsidiaries or Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly: (a) solicit or knowingly encourage, initiatefacilitate or induce the making, discuss submission or continue to discuss, approveannouncement of, or enter into a transaction with, take any other action designed or provide any information toreasonably likely to facilitate, any Person regarding any potential saleinquiry, assignmentexpression of interest, transfer proposal or offer concerning the sale or other disposition (including conveyance of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature Business, as an alternative to the transactions contemplated by this Purchase Agreement being referred to herein as (an “Alternative TransactionAcquisition Proposal”)) from any Person other than Buyer or its Affiliates or Representatives, other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller deliver or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding make available to any inquiries or proposals from Person any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller nonpublic information with respect to the Portfolio Company Business or afford access to the properties, books, records or representatives of the Business to any Person (and notother than Buyer or its Affiliates or Representatives, for or as required by applicable Law) or (c) negotiate, or accept any proposals, offers or inquiries from, or enter into any Contract with, any Person relating to or in connection with any Acquisition Proposal. Notwithstanding anything to the avoidance of doubtcontrary herein, in no event shall any transaction or proposal with respect to Seller’s ownership interests an acquisition of control of Seller (whether by way of merger, purchase of capital stock, purchase of assets, joint venture, license, lease or otherwise) constitute an Acquisition Proposal (so long as the terms of this Agreement and all other Agreements contemplated hereby are assumed by such acquiror in all respects). In the underlying Subject Interest specifically) event that Seller or (iii) any of its Affiliates or Representatives receives an unsolicited Acquisition Proposal from any Person after the Agreement Date and prior to the Closing Date, Seller from taking any actions will provide Buyer with respect to any securities notice of such event and a summary of the Portfolio Company key economic terms of such Acquisition Proposal. In furtherance of the foregoing, (i) immediately following the execution of this Agreement, the Seller shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any and all negotiations or discussions with, or data room access provided to, any third party that are is not Subject InterestsBuyer or its Affiliates or Representatives regarding any proposal concerning any Acquisition Proposal, and (ii) promptly after the execution of this Agreement (and in any event within 10 Business Days), Seller shall request that each Person that received confidential information (other than Buyer and its Affiliates and its Representatives) in connection with any such Acquisition Proposal return or destroy such information in accordance with the confidentiality agreement entered into by such Person with the Seller, its Affiliates or their respective Representatives.

Exclusivity. Prior to (a) During the Pre-Closing Date and Period, the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller Company shall not, and the Company shall not permit any require each of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group officers, directors, employees, representatives and agents not to, directly or indirectly, initiatethrough any officer, discuss director, employee, Affiliate, agent or continue to discussrepresentative or otherwise, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiries inquiry, proposal, offer or proposals from discussion with any third party regarding (other than the Subject InterestBuyer or its representatives) concerning any acquisition, solely for equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale or license (other than a Japan Agreement) of material assets or similar business transaction involving the purposes of indicating to such third party that Seller is bound by exclusivity obligations Company or any Subsidiary (without specifying any further details of such exclusivity obligations, including the duration or expiration thereofan “Acquisition Proposal”); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) furnish any commercial banking information concerning the business, properties or investment banking activities assets of Seller the Company or any Affiliates of Seller with respect Subsidiary or the Company Shares to any party in connection with, or to facilitate or induce the Portfolio Company making of, an Acquisition Proposal (and not, for other than the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specificallyBuyer or its representatives) or (iii) Seller engage in negotiations or enter into any agreement with any party (other than the Buyer or its representatives) concerning any Acquisition Proposal. Notwithstanding anything to the contrary in this Section 5.7, if, prior to the date the Company obtains the Requisite Stockholder Approval, the Company receives an unsolicited, bona fide written Acquisition Proposal from taking any actions a third party that its Board of Directors, after consultation with the Company’s financial advisor and outside counsel, has in good faith concluded is, or is reasonably likely to lead to, a Superior Offer, the Company may (A) furnish nonpublic information to the third party making such Acquisition Proposal and (B) engage in negotiations with the third party with respect to the Acquisition Proposal to the extent the Company’s Board of Directors determines in good faith that the failure to do so would be inconsistent with its obligations under applicable Law. (b) The Company shall immediately notify any securities party with which discussions or negotiations of the Portfolio nature described in Section 5.7(a) were pending that the Company is terminating such discussions or negotiations. If the Company receives any inquiry, proposal or offer of the nature described in paragraph (a) above, the Company shall, within one (1) Business Day after such receipt, notify the Buyer of such inquiry, proposal or offer, including the identity of the other party and the terms of such inquiry, proposal or offer; provided, that are if such disclosure would be prohibited by the terms of any non-disclosure agreement in effect before the date hereof, the Company shall give the Buyer the choice of whether or not Subject Intereststo receive such disclosure and, if the Buyer elects to receive such disclosure, the resulting breach of such non-disclosure agreement shall not constitute a breach of this Agreement or an indemnifiable claim under Article VII.

Exclusivity. Prior to From and after the date of this Agreement and ending on the earlier of the Closing Date and or the date on which this Purchase Agreement is terminated pursuant to Article VIIISection 9.1 (the “Exclusivity Period”), Seller shall (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, discuss or continue to discuss, approve, engage in or enter into a transaction discussions or negotiations with, or encourage, or provide any information to, any Person regarding concerning any potential sale, assignment, transfer exclusive license or other form of disposition of any Acquired Assets (including other than sales of a beneficial or economic interestAcquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) of all or any portion transaction involving the Acquired Business similar to any of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as (an “Alternative TransactionAcquisition Proposal”). During the Exclusivity Period, other than: (a) discussions and/or a transaction neither Seller nor such designated persons will enter into any Contracts or make any commitments to do or in connection with Buyerany of the foregoing. For the purpose of this Section 5.8, Buyerany license of significant Acquired Corporation IP outside the ordinary course of Seller’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition Subsidiaries’ operation of the Subject Interest by an Affiliate Acquired Assets or Acquired Business shall be considered a disposition of Seller, (c) discussions with current employees Acquired Assets or Acquired Business. Seller represents that neither it nor any of Seller its employees, agents, representatives, directors or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller affiliates is party with any Portfolio Company to or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions Contract with respect to any securities such transaction regarding the disposition of all or a portion of the Portfolio Company that are not Subject InterestsAcquired assets or Acquired Business other than as contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal or any request for non-public information relating to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. Prior to (a) During the period from the date of this Agreement through the Closing Date and or the date on which earlier termination of this Purchase Agreement is terminated pursuant to Article VIIISection 9.01, Seller shall not(and shall cause the Company and its Subsidiaries, and shall not permit it and their directors, officers, employees, stockholders, agents and other representatives or Persons acting on it or their behalf (“Representatives”)) to immediately cease and cause to be terminated any of its Representatives or such negotiations and discussions with third parties (other than Buyer) regarding (i) any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) acquisition of all or any material portion of the Subject Interest business, properties, assets or technologies of the Company or any of its Subsidiaries, or any amount of equity securities the Company or of any Subsidiary (each such whether or not outstanding), in any case whether by merger, consolidation, amalgamation, purchase of assets or stock, tender or exchange offer, license or otherwise (other than the sale of products and services in the ordinary course of business or the licensing of intellectual property in connection therewith), (ii) any joint venture or other strategic investment in or involving the Company or any of its Subsidiaries, including any new financing, investment round or recapitalization of the Company, or (iii) any transaction similar in nature that would expressly require the Company to abandon the transactions contemplated by this Purchase Agreement herein (each of the transactions described in the preceding clauses (i), (ii) and (iii) being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for For the avoidance of doubt, the transactions set forth Section 6.01 of the Disclosure Schedule shall not constitute Alternative Transactions hereunder to the extent negotiated, entered into and consummated in accordance with respect the descriptions thereof as set forth on such schedule. (b) During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to Seller’s ownership interests Section 9.01, Seller shall not (and shall cause the Company and its Subsidiaries and it and their Representatives not to) take or permit any action to: (i) solicit, initiate, provide any information to, any Person (other than Buyer and its representatives) concerning, knowingly encourage or engage in discussions or negotiations with any Person concerning or in a manner reasonably likely or intended to facilitate, an Alternative Transaction; (ii) disclose any information not customarily disclosed to any person concerning the underlying Subject Interest specifically) business, properties, assets or technologies of the Company or any of its Subsidiaries, or afford to any Person access to their respective properties, assets, technologies, books or records, not customarily afforded such access; (iii) Seller assist or cooperate with any person to make any inquiry, offer, proposal or indication of interest regarding any Alternative Transaction; or (iv) enter into any Contract with any person providing for an Alternative Transaction or otherwise consummate any Alternative Transaction. (c) In the event that Seller, Lender or the Company or any of its Subsidiaries or their respective Representatives shall receive any inquiry offer, proposal or indication of interest regarding a potential Alternative Transaction, or any request for disclosure of information or access of the type referenced in Section 6.05(b)(i), Seller, Lender, the Company or such Subsidiary or Representative shall promptly (and in any event within 24 hours) notify Buyer thereof, which notice shall include, to the extent permitted by applicable Law, the identity of the party making any such inquiry, offer, proposal, indication of interest or request, and the specific terms of such inquiry, offer, proposal, indication or request, as the case may be (including a copy of any written material and electronic communications received from taking such third party). (d) The Parties agree that irreparable damage would occur in the event that the provisions of this Section 6.05 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the Parties that Buyer shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any actions with respect bond or other security, to prevent breaches of the provisions of this Section 6.05 and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, this being in addition to any securities of the Portfolio Company that are not Subject Interestsother remedy to which Buyer may be entitled at law or in equity.

Exclusivity. Prior Until this Agreement has been terminated in accordance with its terms, each Party agrees that it will not, and shall cause any of their respective affiliates, representatives, officers, directors, agents or stockholders not to, (a) enter into any arrangement, agreement, understanding or negotiations with respect to a possible Target Acquisition, with any other Person, including Target (other than with respect to the Closing Date and Target Acquisition), nor (b) enter into any agreement, arrangement, understanding or negotiations with any other Person, including Target (other than with respect to the date on which Target Acquisition), with respect to (i) the acquisition of only the Nonwoven Business or only the Apparel Fabric Business, or any portion of the assets, operations, business or any securities of Target or any similar transaction, however structured, or (ii) the investment in any other Person (other than through DTA or an affiliate of PGI or TIG formed for the purpose of the Target Acquisition) formed for any such purpose; provided, that in the event this Purchase Agreement is terminated pursuant to Article VIIIclause (c) of Section 14 below, Seller the provisions of the first sentence of this Section 1 shall survive for two months following the date of such termination. Following the consummation of the Target Acquisition, PGI agrees that until the termination of this Agreement it will not, and shall cause its representatives, officers, directors, agents, stockholders or controlled affiliates, including Target, not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any non-public information to, to any Person regarding in connection with any potential sale, assignment, transfer offer or other disposition (including of a beneficial or economic interest) of proposal to acquire all or any portion of the Subject Interest (each such transaction similar in nature assets, operations, business, or securities related to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners Apparel Fabric Business. PGI will not and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition following consummation of the Subject Interest by an Affiliate Target Acquisition will cause Target not to, enter into any agreement, arrangement or understanding requiring it to abandon or terminate the Transaction (other than any agreement, arrangement or understanding with any governmental or regulatory body or agency). Each of Seller, (c) discussions with current employees of Seller or its Affiliates who are PGI and GL represents to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller other Party that neither is party with any Portfolio Company to or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller agreement with respect to the Portfolio Company Target Acquisition other than this Agreement. The term "Person" in this Agreement will be interpreted broadly to include, without limitation, any corporation, company (and notincluding limited liability company), for the avoidance of doubtpartnership, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) joint venture or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsindividual.

Exclusivity. Prior to The Company agrees that between the date of this Agreement and the earlier of the Closing Date and the date on which termination of this Purchase Agreement is terminated pursuant to Article VIIIAgreement, Seller the Company shall not, and shall not permit any use best efforts to ensure that none of its Affiliates and Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group toshall, directly or indirectlyindirectly (a) solicit, initiate, discuss consider, encourage or continue to discussaccept any proposal or offer that constitutes an Acquisition Proposal or (b) participate in any discussions, approveconversations, negotiations or other communications regarding, or enter into a transaction withfurnish to any other Person any information with respect to, or provide otherwise cooperate in any information way, assist or participate in, facilitate or encourage the submission of, any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. The Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Company shall notify Parent promptly, but in any event within 24 hours, orally and in writing if any such Acquisition Proposal, or any inquiry or other contact with any Person regarding any potential salewith respect thereto, assignmentis made. Any such notice to Parent shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal, transfer inquiry or other disposition contact and the terms and conditions of such Acquisition Proposal, inquiry or other contact, unless doing so would violate a contractual obligation of confidentiality to such Person. The Company shall not release any Person from, or waive any provision of, any confidentiality or standstill agreement, without the prior written consent of Parent. For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (including of a beneficial other than the Merger): (i) any direct or economic interest) indirect acquisition or purchase of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), capital stock or other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition equity or ownership interest of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking direct or investment banking activities indirect acquisition or purchase of Seller all or any Affiliates a material portion of Seller with respect to the Portfolio Company (and notassets of the Company, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect merger, consolidation or other business combination relating to the Company, or (iv) any securities of recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Portfolio Company that are not Subject InterestsCompany.

Exclusivity. Prior to During the period from the Agreement Date until the earlier of the Closing Date and the date on which termination of this Purchase Agreement is terminated pursuant to Article VIII10, Seller shall Sphinx will not, and shall not nor will it authorize or permit any of its Subsidiaries or Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly: (a) solicit or knowingly encourage, initiatefacilitate or induce the making, discuss submission or continue to discuss, approveannouncement of, or enter into a transaction with, take any other action designed or provide any information toreasonably likely to facilitate, any Person regarding any potential saleinquiry, assignmentexpression of interest, transfer proposal or offer concerning the sale or other disposition (including conveyance of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature Business as an alternative to the transactions contemplated by this Purchase Agreement being referred to herein as (an “Alternative TransactionAcquisition Proposal”)) from any Person other than Arion or its Affiliates or Representatives, other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller deliver or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding make available to any inquiries or proposals from Person any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller nonpublic information with respect to the Portfolio Company Business or afford access to the properties, books, records or representatives of the Business to any Person (and notother than Arion or its Affiliates or Representatives, for or as required by applicable Law) or (c) negotiate, or accept any proposals, offers or inquiries from, or enter into any Contract with, any Person relating to or in connection with any Acquisition Proposal. Notwithstanding anything to the avoidance of doubtcontrary herein, in no event shall any transaction or proposal with respect to Seller’s ownership interests in an acquisition of control of Sphinx (whether by way of merger, purchase of capital stock, purchase of assets, joint venture, license, lease or otherwise) constitute an Acquisition Proposal. In the underlying Subject Interest specifically) event that Sphinx or (iii) Seller any of its Affiliates or Representatives receives an unsolicited Acquisition Proposal from taking any actions Person after the Agreement Date and prior to the Closing Date, Sphinx will provide Arion with respect to any securities notice of such event and a summary of the Portfolio Company material terms of such Acquisition Proposal; provided, however, that are Sphinx will not Subject Interestsbe required to disclose the identity of the Person or group of Persons making such Acquisition Proposal.

Exclusivity. Prior to 11.1 The Book Running Lead Managers shall be the Closing Date exclusive book running lead managers in respect of the Offer. The Company and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller Selling Shareholders shall not, during the term of this Agreement, appoint any other book running lead managers, co-managers, syndicate members or other advisors in relation to the Offer without the prior written consent of the Book Running Lead Managers (other than the BRLM(s) with respect to which this Agreement has been terminated, if any). The Parties agree and acknowledge that the terms of appointment of any other such book running lead manager, co-manager, syndicate member or other advisor in relation to the Offer shall be negotiated separately with such entities and shall not permit affect or have any bearing on the fees payable to each of its Representatives the Book Running Lead Managers. Nothing contained in this Agreement shall be interpreted to prevent the Company or the Selling Shareholders from retaining legal counsels or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters with respect to the Offer, provided that the Book Running Lead Managers and their respective Affiliates shall not be liable in any employees manner whatsoever for any acts or omissions of Bank any other advisor appointed by the Company or the Selling Shareholders. The Parties agree and acknowledge that the terms of America Corporation’s Global Principal Investment Group toappointment of any other such lead manager, co-manager, syndicate member or other advisor in relation to the Offer shall be negotiated separately with such entities. 11.2 During the term of this Agreement, the Company agrees that it will not, directly or indirectly, initiateoffer to sell any Equity Shares, discuss or continue to discuss, approve, otherwise contact or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or discussion with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio structuring, issuance, sale, arrangement or placement of the Equity Shares, other than through the Book Running Lead Managers. In addition to the foregoing, during the term of this Agreement, the Company (and notwill not engage any other party to perform any services or act in any capacity for which the Book Running Lead Managers have been engaged pursuant to this Agreement and/or the Fee Letter, for as the avoidance of doubtcase may be, with respect to Seller’s ownership interests in any potential transaction without the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities prior written approval of the Portfolio Company that are not Subject InterestsBook Running Lead Managers.

Exclusivity. Prior to Between the date of execution of this Agreement and the earlier of the Closing Date and or the date on which termination of this Purchase Agreement is terminated pursuant to Article VIIISection 7.3 (the "Exclusive Period"), neither Seller, nor the Company, nor any partner of Seller shall not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group toshall, directly or indirectly, through any officer, director, employee, affiliate, attorney, financial advisor, or other agent or representative, take any action to solicit, initiate, discuss or continue to discuss, approveseek, or enter into a transaction withencourage any inquiry, proposal, or provide offer from, furnish any information to, or participate in any discussions or negotiations with, any Person other than Buyer or an Affiliate thereof regarding any potential saleacquisition of the Company, assignmentany merger or consolidation with or involving the Company, transfer or other disposition (including any acquisition of a beneficial or economic interest) of all or any portion of the Subject Interest stock or assets of the Company, or any public offering of the stock of the Company (each any such transaction similar being a "Third Person Transaction"). Seller, the Company, and the partners of Seller agree that any such discussions or negotiations (other than negotiations with Buyer or an Affiliate thereof) in nature to progress on the transactions contemplated by date of this Purchase Agreement being referred to herein as will be immediately terminated and that, in no event will Seller or the Company accept or enter into an “Alternative Transaction”)agreement concerning any Third Person Transaction during the Exclusive Period. During the Exclusive Period, other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of Company will notify Buyer immediately after the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received receipt by Seller, (ii) the Company, or any commercial banking or investment banking activities partner of Seller (or any Affiliates of their respective officers, directors, employees, affiliates, attorneys, financial advisors, or other agents or representatives) of any proposal for, or inquiry respecting, any Third Person Transaction involving the Company or any request for non-public information in connection with such a proposal or inquiry, or for access to the properties, books, or records of the Company by any Person that informs or has informed Seller, the Company, or a partner of Seller with respect that it is considering making or has made such a proposal or inquiry. Such notice to Buyer will indicate in reasonable detail the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities identity of the Portfolio Company that are not Subject InterestsPerson making the proposal or inquiry and the terms and conditions of such proposal or inquiry.

Exclusivity. Prior to (a) In consideration of the Closing Date undertakings and the date on which agreements contained herein, North Country agrees that, so long as this Purchase Agreement is terminated pursuant to Article VIIIin effect, Seller shall not, and shall not permit neither North Country nor any of its Representatives Subsidiaries nor any of the respective officers and directors of North Country or any employees of Bank its Subsidiaries shall, and North Country will cause its employees, agents and representatives (including any investment banker, attorney, advisor or accountant retained by North Country or any of America Corporation’s Global Principal Investment Group its subsidiaries) not to, initiate or solicit, directly or indirectly, initiate, discuss any inquiries or continue to discuss, approvethe making of any Acquisition Proposal, or enter into a transaction withengage in any negotiations concerning, or provide any confidential information or data to, or have any Person regarding discussions with, any potential saleperson, assignmententity or group relating to any Acquisition Proposal, transfer or other disposition (including of a beneficial otherwise facilitate any effort or economic interest) of all attempt to make or implement any portion of the Subject Interest (each such transaction similar in nature to the transactions Acquisition Proposal, except as contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,Agreement. (b) North Country will immediately cease and cause to be terminated any existing activities, discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition or negotiations with any persons, entities or groups conducted heretofore with respect to any of the Subject Interest by an Affiliate foregoing. North Country shall notify NCFC Recapitalization immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with North Country. NCFC Recapitalization acknowledges that North Country has agreements in place to sell three branch locations. Completion of Seller,these branch sale transactions will not in any way violate the terms of this Section or this Agreement. (c) discussions with current employees of Seller Nothing contained in this Agreement shall prohibit North Country or its Affiliates who Board of Directors from making such disclosures to its shareholders as are required under applicable law or the NASDAQ Rules or from taking and disclosing to become members its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act. Nothing contained in this Agreement shall prohibit the Board of Directors of North Country from either furnishing information to, or employees entering into discussions or negotiations with, any person, entity or group regarding any Acquisition Proposal, approving and recommending an Acquisition Proposal from any person, entity or group or being involved in a North Country Recommendation Event, if the Board of Directors of North Country determines in good faith that such action is appropriate in furtherance of the Investment Manager and/or the employees best interests of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party its shareholders. In connection with any Portfolio Company or with any other holder of securities of any Portfolio Companysuch determination, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding North Country shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any inquiries such person, entity or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Sellergroup, (ii) any commercial banking North Country shall disclose to NCFC Recapitalization that it is furnishing information to, or investment banking activities of Seller entering into discussions or any Affiliates of Seller with respect to negotiations with, such person, entity or group, which disclosure shall describe the Portfolio Company terms thereof (and notbut need not identify the person, for entity or group making the avoidance of doubtoffer), with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking prior to furnishing such information to such person, entity or group, North Country shall enter into a written agreement with such person, entity or group which provides for, among other things, (A) the furnishing to North Country of information regarding such person, entity or group that is relevant to its ability to finance and otherwise perform its obligations under its Acquisition Proposal; (B) the confidentiality of all non-public information furnished to such person, entity or group by North Country; and (C) procedures reasonably satisfactory to North Country that are designed to restrict or limit the provision of information regarding North Country that could be used to the competitive disadvantage of North Country, or in a manner that would be detrimental to the interests of its shareholders; (iv) North Country shall not furnish any actions with respect to non-public information regarding NCFC Recapitalization or any securities of the Portfolio Company transactions contemplated hereby; and (v) North Country shall keep NCFC Recapitalization informed of the status of any such discussions or negotiations (provided that are North Country shall not Subject Interestsbe required to disclose to NCFC Recapitalization confidential information concerning the business or operations of such person, entity or group).

Exclusivity. Prior to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall not, and shall SGI will not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectlysolicit, initiate, discuss or continue to discuss, approve, encourage the submission of any proposal or enter into a transaction with, or provide any information to, offer from any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) relating 22 to the acquisition of all or any portion substantially all of the Subject Interest capital stock or assets of SGI (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein including any acquisition structured as an “Alternative Transaction”a merger, consolidation, or share exchange); provided, other than: (a) discussions and/or a transaction with Buyerhowever, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller that SGI and its Affiliates; provided that such directors and officers will remain free to participate in any discussions may not involve consideration of a potential Alternative Transaction or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of manner any Portfolio Company, and (e) discussions with Representatives effort or attempt by any Person to do or seek any of the foregoing persons and entities described in foregoing clauses (a) through (e)to the extent their fiduciary duties may require. SGI shall notify Buyer immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing. Notwithstanding the foregoing, nothing contained herein shall limit SGI may (1) furnish information concerning its business, properties or prevent (i) Seller from responding assets to any inquiries corporation, partnership, person or proposals other entity or group pursuant to appropriate confidentiality agreements (which request is unsolicited after the date of the Agreement) and (2) negotiate and participate in discussions and negotiations with any such entity or group concerning an acquisition proposal (X) if such entity or group has submitted a bona fide written proposal to the Board of Directors of SGI and (Y) if in the opinion of the Board of Directors of SGI, after receipt of advice from any third party regarding outside legal counsel to SGI, the failure to engage in such discussions or negotiations would cause the board of directors to violate its fiduciary duties to the SGI Stockholders under applicable law. Subject Interestto the following sentence, solely for the purposes Board of indicating Directors of SGI shall not (1) withdraw or modify or propose to such third party that Seller is bound withdraw or modify in a manner adverse to Buyer the approval or recommendation by exclusivity obligations (without specifying any further details the Board of such exclusivity obligations, including Directors of the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by SellerMerger, (ii2) solicit, approve or recommend or propose to solicit, approve or recommend any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to acquisition proposal other than the Portfolio Company (and notMerger, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii3) Seller from taking approve or authorize SGI entering into any actions agreement with respect to any securities acquisition proposal other than the Merger. Notwithstanding the foregoing, in the event the Board of Directors of SGI receives an acquisition proposal that, based on the advice of outside counsel, the Board of Directors is required to consider in the exercise of its fiduciary obligations, the Board of Directors may withdraw or adversely modify its approval or recommendation of the Portfolio Company that are not Subject InterestsMerger and approve or recommend any such proposal, approve or authorize SGI entering into an agreement with respect to such proposal, solicit additional proposals or terminate this Agreement.

Exclusivity. Prior (a) From the date hereof up to the Closing Date and Time (the date on which this Purchase Agreement is terminated pursuant to Article VIII"Exclusivity Period"), Seller shall notneither the Vendor, and shall not permit nor the Company nor any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, their agents will negotiate or enter into a transaction withdiscussions with any other Person in respect of the sale of the Assigned Assets, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including the sale of a beneficial or economic interest) of all the Business or any portion of the Subject Interest (each such transaction similar other transactions contemplated hereby; provided, however, that nothing contained in nature this Section 4.4 shall preclude the board of directors of the Vendor or the Company from engaging in discussions with other Persons if, in the opinion of legal counsel to the transactions contemplated by Vendor or the Company, applicable legal principles of fiduciary duty require that they engage in such discussion without prejudice to the rights of Purchaser under this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,Agreement. (b) discussions In the event that the board of directors of the Vendor or the Company receives a proposal for the sale of any of the shares of the Company, the Assigned Assets, the sale of the Business or any of the other transactions contemplated hereby, which proposal is determined in good faith by the board of directors of the Vendor or the Company to be superior to the terms of the transaction with the Purchaser contemplated pursuant to this Agreement (the "Superior Proposal") and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction are in favor receipt of an acquisition opinion of legal counsel specifying that they are required to do so in order to comply with their fiduciary duties, then the board of directors of the Subject Interest by an Affiliate Vendor or the Company may pursue discussions in respect of Seller,the Superior Proposal. In such event the Vendor shall forthwith provide written notice to the Purchaser of the terms and conditions of the Superior Proposal and the Purchaser shall have not less than five Business Days to match, in writing, such Superior Proposal. In the event that the Purchaser does not so match the Superior Proposal within such period, the Vendor or the Company may accept the Superior Proposal. (c) discussions In the event that the Vendor or the Company accepts such Superior Proposal with current employees any person with whom the board of Seller or its Affiliates who are to become members or employees directors of the Investment Manager and/or Vendor or the employees Company had any communication during the Exclusivity Period, including any unsolicited communication and whether such acceptance occurred during or after the Exclusivity Period, then the Vendor will pay to the Purchaser within ten business days of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details acceptance of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests Superior Proposal a cancellation fee in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities amount of the Portfolio Company that are not Subject InterestsU.S. $500,000.

Exclusivity. Prior to (a) During the Pre-Closing Date and Period, without Purchaser’s prior written consent, neither the date on which this Purchase Agreement is terminated pursuant to Article VIIICompany nor any Company Subsidiary shall, Seller shall not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group tounless required under applicable Law, directly or indirectly, initiatetake (and the Company shall not authorize or permit any directors, discuss officers or continue employees of the Company or, to discussthe extent within the Company’s control, approveother Affiliates or representatives of the Company or any Company Subsidiary to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or enter into a any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the issuance of the Purchased Shares or any other transaction contemplated by this Agreement or the other Transaction Documents or (iii) participate in any way in discussions or negotiations with, or provide furnish any information to, any Person regarding in connection with, or take any potential saleother action to facilitate any inquiries or the making of any proposal that constitutes, assignmentor would reasonably be expected to lead to, transfer or other disposition (including any Acquisition Proposal. Prior to the Closing, the Company shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and employees of a beneficial or economic interest) of all the Company or any portion Company Subsidiary and, to the extent within the Company’s control, other Affiliates or representatives of the Subject Interest (each such transaction similar Company or any Company Subsidiary, do not take or do any of the actions referenced in nature the immediately foregoing sentence. Upon execution of this Agreement and during the Pre-Closing Period, unless the Purchaser otherwise consents in writing, the Company shall, if applicable, cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,Company be returned. (b) discussions During the Pre-Closing Period, and as permitted by applicable Law, the Company shall, as promptly as practicable (and among Seller in no event later than one business day after receipt thereof), advise the Purchaser of any Acquisition Proposal or any inquiry received by it relating to any potential Acquisition Proposal and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the material terms of any agreements to which any Seller is party with any Portfolio Company proposal or with any other holder inquiry, including, but not limited to, the identity of securities the Person and its Affiliates making the same, that it may receive in respect of any Portfolio Companysuch Acquisition Proposal or inquiry, and (e) or of any information requested from it or of any negotiations or discussions being sought to be initiated with Representatives it, shall furnish to the Purchaser a copy of any such proposal or inquiry, if it is in writing, or a reasonably accurate written summary of any such proposal or inquiry, if it is not in writing, and shall keep the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding Purchaser informed on a reasonably prompt basis with respect to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller developments with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsforegoing.

Exclusivity. Prior to During the Closing Date and period beginning on the date hereof and ending on which this Purchase Agreement the date that is terminated pursuant to Article VIIIsixty (60) days after the date hereof (the “Exclusivity Period”), Seller the Company shall not, and shall not authorize or permit any of its Representatives or any employees of Bank of America Corporationto, without Purchaser’s Global Principal Investment Group toconsent, directly or indirectly, initiatesolicit, discuss initiate or continue take any action to discussfacilitate or encourage any inquiries or the making of any proposal from a person or group of persons other than Purchaser and its affiliates that may constitute, approveor could reasonably be expected to lead to, a Competing Transaction (as defined below); (ii) enter into or participate in any discussions or negotiations with any person or group of persons other than Purchaser and its affiliates regarding a Competing Transaction; (iii) furnish any information relating to the Company or any of its subsidiaries, assets or businesses, or afford access to the assets, business, properties, books or records of the Company or any of its subsidiaries to any person or group of persons other than Purchaser and its Representatives, in all cases for the purpose of assisting with or facilitating a Competing Transaction, or enter into any agreement, agreement in principle or other commitment (whether or not legally binding) with respect to a transaction withloan or credit facility, co-marketing agreement (other than with respect to co-marketing of retail products), licensing agreement, joint venture or partnership (other than current or potential joint ventures or partnerships between the Company and the entities listed in Annex I), merger, sale of substantially all of its assets or capital stock, business combination, or provide equity raise (a “Competing Transaction”), or knowingly solicit, initiate or encourage the submission of any information to, proposal or offer from any Person regarding any potential sale, assignment, transfer person or other disposition entity (including any of their officers, directors, employees, representatives or agents) relating to any Competing Transaction. Further, the Company shall not participate in or cooperate with any due diligence efforts of any other party interested in a beneficial Competing Transaction. However, nothing herein shall limit the Company from pursuing leases, franchise and other operational agreements or, negotiating and/or consummating any draw down or economic interest) refinancing of all all, or any portion portion, of or under its current debt financing arrangements (the Subject Interest (convertible notes held by Alpha Capital Anstalt and the other investors party to that certain Securities Purchase Agreement, dated as of May 15, 2018, by and among XpresSpa Group, Inc. and each purchaser party thereto, loans expected to be made by American Express and all Indebtedness outstanding pursuant to the Credit Agreement and Waiver dated as of April 22, 2015, as subsequently amended, by and between XpresSpa Holdings, LLC and R▇▇▇▇▇▇▇ Investment Master Fund Ltd., collectively, the “Existing Lenders”), provided that the Company shall promptly deliver any such transaction similar in nature financing proposals, term sheets, loan agreements, or related documents to the Purchaser prior to entering into any refinancing with any party other than an Existing Lender and such refinancing shall not conflict with the consummation of the transactions contemplated by this Purchase Agreement being referred to herein Transaction Agreements, paying such debt as an “Alternative Transaction”), other than: it becomes due (aprincipal and interest) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller equity or its Affiliates who are to become members honoring outstanding obligations under convertible or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsexercisable securities.

Exclusivity. Prior to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller The Debtor shall not, and nor shall not it permit any of its Representatives Affiliates or any employees of Bank of America Corporation’s Global Principal Investment Group their respective directors, officers, employees, financial or other advisors, representatives or agents to, directly or indirectly, (i) solicit, initiate, discuss engage or continue participate in or encourage discussions or negotiations with any person or entity (other than the Buyer) concerning any merger or consolidation of, sale of material assets (other than pursuant to discuss, approveDivestiture Agreements listed in Section 2.29 of the Debtor Disclosure Schedule or transfers permitted by Section 4.5 of the Debtor Disclosure Schedule) by, or enter into a transaction withtender offer for, recapitalization of or accumulation or acquisition of securities issued by, the Debtor or any of its Subsidiaries, or any proxy solicitation or other business combination involving the Debtor or any of its Subsidiaries (collectively, "Debtor Acquisition Proposals") or (ii) provide any non-public information toconcerning the business, any Person regarding any potential sale, assignment, transfer properties or other disposition (including assets of a beneficial or economic interest) of all the Debtor or any portion of its Subsidiaries to any person or entity (other than in the Ordinary Course of Business or to the Buyer or to the Debtor's or its Subsidiaries'creditors in accordance with confidentiality arrangements existing as of the Subject Interest (date of this Agreement). The Debtor shall, and shall cause each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners of its Affiliates and their respective Affiliates, (b) directors, officers, employees, financial or other advisors, representatives or agents to, immediately cease any and all existing activities, discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party negotiations with any Portfolio Company or with any person other holder of securities of any Portfolio Company, and (e) discussions with Representatives of than the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities Debtor Acquisition Proposal. The Debtor shall immediately notify the Buyer of, and shall disclose to the Buyer all details of, any inquiries, discussions or negotiations of the Portfolio Company nature as are prohibited by the first sentence of this Section 4.7. The provisions of this Section 4.7 are referred to in this Agreement as the "Exclusivity Provisions". For the purposes of this Agreement an "Affiliate" of a specified person means any person that are not Subject Interests.directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified person, within the meaning of Rule 12b-2 under the Exchange Act. -35-

Exclusivity. Prior to the Closing Date and Until the date on which of termination of this Purchase Agreement is terminated pursuant to Article VIIIXIII hereof, Seller shall notnone of Cambrex, and shall not permit Sellers, the Acquired Subsidiary or any of its their respective officers, employees, Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group toAffiliates (together, the "Group") shall (i) initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, initiateany proposal or offer from any Person to acquire all or any significant part of the business and properties, discuss assets, capital stock or continue capital stock equivalents of Sellers or the Acquired Subsidiary related to discussthe Rutherford Chemicals Business, approvewhether by merger, purchase of stock, ▇▇▇▇▇▇▇▇ of assets or enter into a transaction withotherwise, or provide any non-public information toto any third party in connection therewith or enter into any agreement, arrangement or understanding requiring Cambrex, Sellers or the Acquired Subsidiary to abandon, terminate or fail to consummate the sale of the Purchased Assets to Buyer. Cambrex, Sellers and the Acquired Subsidiary each agree to (i) promptly notify Buyer if any Person regarding member of the Group receives any potential saleindication of interest, assignmentrequest for information or offer with respect to any proposed acquisition of all or any portion of Sellers or the Acquired Subsidiary, transfer (ii) communicate to Buyer in reasonable detail the terms of any such indication, request or other disposition proposal, and (including iii) provide Buyer with copies of all written communications relating to any such indication, request or proposal. Cambrex, Sellers and the Acquired Subsidiary each represent and warrant to Buyer that no member of the Group is party to or bound by any agreement with respect to a beneficial or economic interest) proposed acquisition of all or any portion of the Subject Interest (each such Rutherford Chemicals Business, other than this Agreement. Nothing c▇▇▇▇▇▇▇▇ ▇n this Section shall restrict Cambrex's ability to discuss with any Person any business combination transaction similar in nature not relating exclusively to the Rutherford Chemicals Business or the Purchased Assets so long as su▇▇ ▇▇▇▇▇▇▇tion will not impair or interfere with the ability of Cambrex and Sellers to consummate the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject InterestsAgreement.

Exclusivity. Prior to 9.1 From the date of this Agreement and ending on the earlier of the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIIIvalid termination of the Merger Agreement, Seller shall notno Securityholder shall, and each Securityholder shall not permit any of cause its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group acting on its behalf not to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a2) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller amend or its Affiliates who are to become members grant any waiver or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of release under any agreements standstill or similar agreement to which any Seller such Securityholder is a party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any class of equity securities of any of the Portfolio Target Companies in connection with any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (3) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (4) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (5) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, or (6) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives acting on its behalf to take any such action. Each Securityholder shall, and shall cause its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. 9.2 From the date of this Agreement and ending on the earlier of the Closing and the valid termination of the Merger Agreement, each Securityholder shall notify the Company and SPAC promptly in writing after receipt by such Securityholder or any of its Representatives of any inquiry or proposal with respect to an Alternative Transaction, any inquiry that are not Subject Interestswould reasonably be expected to lead to an Alternative Transaction or any request for non-public information relating to any of the Target Companies or for access to the business, properties, assets, personnel, books or records of any of the Target Companies by any third party, in each case that is related to or that would reasonably be expected to lead to an Alternative Transaction. In such notice, such Securityholder shall identify the third party making any such inquiry, proposal, indication or request with respect to an Alternative Transaction and provide the details of the material terms and conditions of any such inquiry, proposal, indication or request.

Exclusivity. Prior to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction ▇▇▇▇▇▇, NCOG and NCOP (collectively, the "Grantors"), on behalf of themselves and on behalf of all entities which are (at any time during the Term (as defined below) hereof) controlled by or are under common control with Buyerany one or more of the Grantors (either through financial investment or management responsibility) (collectively, Buyer’s limited partners the "Affiliated Parties"), hereby grant to one another, pursuant to the terms and conditions of this Agreement, the exclusive right to participate in the acquisition (pursuant to their respective Affiliates,direct or indirect interest in the LLC Agreement) of Consumer Obligations to be acquired by any of the Grantors or any Affiliated Party thereof during the Term of this Agreement, other than Excluded Consumer Obligations. It is agreed that for the purposes of this Agreement, NCO Financial Systems, Inc. and NCO Financial Services, Inc. shall at all times be an Affiliate of NCO and NCOP. (b) discussions by Subject to the ability of any Grantor or any Affiliated Party thereof to purchase Excluded Consumer Obligations as provided in this Agreement, each of ▇▇▇▇▇▇, NCOP and among Seller NCO agree, on behalf of themselves and on behalf of each of their respective Affiliated Parties, that in the event any Grantor or any Affiliated Party thereof desires to purchase any Consumer Obligations, other than Excluded Consumer Obligations, such Grantor and its Affiliates; provided that Affiliated Parties, shall not purchase such discussions may not involve consideration Consumer Obligations until the Joint Venture shall have been given the opportunity (directly or through its subsidiaries), and declined, to exercise its exclusive right to purchase such Consumer Obligations pursuant to the terms of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller,this Agreement. (c) discussions with current employees The Grantors agree that each of Seller or its Affiliates who are them will provide to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio,others, on a quarterly basis, a written report summarizing all Excluded Consumer Obligations purchased by them during such quarter. (d) discussions and transactions as required by and in compliance with As the damages to the parties from a breach hereof could not be adequately calculated, the parties shall be entitled to specific performance of the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestshereof.

Exclusivity. Prior to Seller, each of the Closing Date Seller Interestholders and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall their respective Affiliates will not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, : (a) initiate, discuss encourage, solicit or continue to discussengage in any negotiations, approvecommunications or other contact, or enter into a transaction any Contract or have any understandings (including any letter of intent, purchase agreement or similar agreement), whether written or oral or binding or non-binding, in each case with, or provide any information to, any Person regarding other than Buyer, Parent and their representatives with respect to (i) any potential sale, assignment, transfer sale or other disposition (including of a beneficial or economic interest) license of all or any portion of the Subject Interest (each such transaction similar in nature to Business, the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration Assets or the membership interests of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking merger, consolidation, share exchange, business combination, issuance of securities, direct or investment banking activities indirect acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction with Seller or any Affiliates of the Seller with respect to the Portfolio Company (and notInterestholders, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions other transaction that is inconsistent with respect the Contemplated Transactions (each an “Acquisition Proposal”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal or (c) disclose any nonpublic information relating to the Business or afford access to the properties, books or records relating to the Business or the Assets to any securities Person that to the Knowledge of Seller or the Seller Interestholders may be considering an Acquisition Proposal. Seller shall promptly notify Buyer if Seller, the Seller Interestholders or any of their respective Affiliates or representatives receives any requests for information, proposals, inquiries or other contact from any Person relating to an Acquisition Proposal (including the identity of such Person, the material terms of any proposal and a reasonable description of all related communications). Seller, the Seller Interestholders and their respective Affiliates shall be responsible for the conduct of their representatives or other Persons acting on their behalf that is inconsistent with this Section 5.7. Seller will thereafter keep Buyer informed of the Portfolio Company that are not Subject Interestssubsequent status and terms of any such proposals.

Exclusivity. Prior to The Company and each Seller agree that after the date hereof until the earlier of the Closing Date and or the date on which termination of this Purchase Agreement is terminated pursuant to Article VIIIin accordance with its terms, such Seller shall not, as applicable, and shall cause such Seller’s Affiliates and Subsidiaries, and shall direct such Seller’s, such Affiliates’ and such Subsidiaries’ respective Representatives not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss : (a) solicit or continue to discuss, approveinitiate the submission of any Acquisition Proposal; (b) participate in any discussions or negotiations regarding, or enter into a transaction withfurnish to any Person any information with respect to, or provide take any information other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its AffiliatesAcquisition Proposal; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions enter into any agreement with current employees of Seller respect to any Acquisition Proposal; or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions knowingly give access to any third party to the premises or Representatives of the Company or its Subsidiaries in connection with the evaluation, negotiation or implementation of any Acquisition Proposal. The Company shall promptly after the execution hereof request each Person that has executed a confidentiality agreement within the last 12 months in connection with its consideration of acquiring the Company or any Subsidiary thereof or substantially all the **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and transactions as required enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission business or assets of the Company or any Subsidiary thereof or any other transaction contemplated by an Acquisition Proposal to return or destroy all confidential information furnished to such Person by or on behalf of the Company in compliance accordance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsagreement.

Exclusivity. Prior to Between the Closing Signing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIIIClosing, Seller Parent shall not, and shall cause and direct its Subsidiaries (including the Acquired Companies) and each of their Representatives not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, (a) initiate, discuss solicit or encourage (including by providing information), induce or take any other action which would reasonably be expected to lead to the making, submission or announcement of, any inquiries, proposals or offers with respect to, or the making or completion of, an Acquisition Proposal, (b) furnish to any other Person any information with respect to any Acquisition Proposal, (c) other than informing Persons of the provisions contained in this Section 5.21, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to discussfacilitate or induce any effort or attempt to make or implement an Acquisition Proposal, (d) approve, endorse, recommend or enter into a transaction withany Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring Seller Parent or the Acquired Companies, or provide any information toof their Affiliates, to abandon or terminate its obligations under this Agreement, or (e) agree, resolve or commit to do any of the foregoing. Notwithstanding the foregoing, Buyer Parent acknowledges and agrees that any disclosure required to be made by Seller Parent or any of its Affiliates pursuant to applicable Law not intended to solicit Acquisition Proposals, will be deemed not to violate the provisions of this Agreement. Seller Parent shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing and terminate access to any “data rooms”. Seller Parent and the Acquired Companies agree to notify Buyer Parent immediately if any Person regarding makes any potential saleproposal, assignmentoffer, transfer inquiry or other disposition (including of contact with respect to an Acquisition Proposal and provide Buyer Parent with a beneficial or economic interest) of all or any portion description of the Subject Interest (each material terms and conditions thereof, including the identity of such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its AffiliatesPerson; provided that Seller Parent and the Acquired Companies shall have the right to respond to such discussions Acquisition Proposal or proposal, offer, inquiry or contact solely to inform such Person that Seller Parent and the Acquired Companies are subject to contractual restrictions and may not involve consideration of a potential Alternative Transaction in favor of an acquisition of discuss such matters. Seller Parent shall not, and shall cause its Subsidiaries (including the Subject Interest by an Affiliate of Seller, (cAcquired Companies) discussions with current employees of Seller not to, release any Person from, or its Affiliates who are to become members waive any provision of, any confidentiality or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements standstill agreement to which Seller Parent or any Seller of its Subsidiaries is party with any Portfolio Company or with any other holder a party, without the prior written consent of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e)Buyer Parent. Notwithstanding the foregoing, nothing contained herein in this Section 5.21 shall limit restrict Seller Parent from taking any action with respect to a proposal, offer, inquiry or prevent (i) Seller contact from responding any Person relating to any inquiries direct or proposals from indirect acquisition by such Person of any third party regarding equity interests or control of Seller Parent or any assets of Seller Parent which do not comprise in whole or in part the Subject InterestBusiness or the Transferred Assets, solely for the purposes of indicating to such third party that Seller is bound whether by exclusivity obligations (without specifying any further details of such exclusivity obligationsmerger, including the duration consolidation, tender offer, exchange offer, stock acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or expiration thereof)otherwise; provided, that Seller provides Buyer with prompt notice Parent shall cause the applicable acquirer of any written inquiries Selling Entity or proposals received by Seller, (ii) any commercial banking its assets or investment banking activities of Seller Parent or any Affiliates its assets (other than, in the case of a sale of the equity of Seller with respect Parent, if Seller Parent is the surviving entity) to the Portfolio Company (and not, for the avoidance of doubt, with respect assume any applicable obligations hereunder pursuant to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect a joinder reasonably satisfactory to any securities of the Portfolio Company that are not Subject InterestsBuyer Parent.

Exclusivity. Prior to (a) From the date of this Agreement until the earlier of the Closing Date and or the date on which termination of this Purchase Agreement is terminated pursuant to Article VIIIin accordance with its terms, Seller the Company Group shall not, and shall not permit any of its Representatives Affiliates or any employees of Bank of America Corporationthe Company Group’s Global Principal Investment Group or such Affiliate’s directors, officers, employees, stockholders, Affiliates or representatives to, directly or indirectly, (i) initiate, discuss or continue to discuss, approvesolicit, or enter into a transaction withknowingly facilitate or encourage any inquiries or the making of any proposal or offer from any Person or group of Persons that may constitute, or provide any information would reasonably be expected to lead to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) the acquisition of all or any portion significant part of the Subject Interest Acquired Business or the Acquired Assets (each such other than sales in the Ordinary Course of Business) or any other transaction similar in nature to that would preclude the transactions contemplated by this Purchase Agreement being referred to herein as (each, an “Alternative Transaction”), it being understood that that the acquisition of the Company Group’s outstanding equity securities will not be considered an Alternative Transaction so long as the Company Group remains bound by this Agreement in accordance with its terms, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Person or group of Persons (other than: than Buyer) with respect to, or provide any non-public information or data concerning, the Acquired Business or the Acquired Assets to any Person or group of Persons (aother than Buyer) discussions and/or a transaction relating to any proposal, indication of interest, inquiry, request or offer that constitutes, or would reasonably be expected to result in, an Alternative Transaction, or (iii) approve, endorse, recommend or enter into any acquisition agreement, purchase agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Alternative Transaction. The Company Group shall promptly notify Buyer if any Person makes any proposal, offer or inquiry with Buyer, Buyer’s limited partners and their respective Affiliates,respect to an Alternative Transaction. (b) discussions by From and among Seller after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company Group will, and will cause its Affiliates and Representatives to, (i) immediately cease and cause to be terminated any existing communications, discussions, negotiations and other activities with any Person or its Representatives (other than Buyer and its AffiliatesRepresentatives) with respect to any Alternative Transaction, or any inquiry, proposal, offer or indication of interest that could reasonably be expected to lead to any Alternative Transaction; provided that such discussions may not involve consideration (ii) immediately terminate and discontinue any access of a potential Alternative Transaction in favor of an acquisition any Person and its Representatives (other than Buyer and its Representatives and the Company Group and its Representatives) to any data room (virtual, physical or otherwise) or similar information-sharing platform containing any of the Subject Interest by an Affiliate Company Group’s confidential information with respect to any Alternative Transaction; and (iii) immediately request, and use reasonable best efforts to cause, the prompt return or destruction of Seller,any confidential information previously furnished or made available to such Persons and their Representatives through such platform or in connection with a possible Alternative Transaction. (c) discussions with current employees of Seller or The Company Group will promptly inform its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described restrictions set forth in foregoing clauses (a) through (e)this Section 6.6. Notwithstanding the foregoing, nothing contained herein shall limit Any breach or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities violation of the Portfolio restrictions set forth in this Section 6.6 by any Affiliate or by any Representative of the Company that are Group, whether or not Subject Interestssuch Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Company Group or otherwise, will be deemed to be a breach or violation of this Section 6.6 by the Company Group.

Exclusivity. Prior to (a) From and after the date hereof through and including the Closing Date or the earlier termination of this Agreement, the Companies will not solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of all or substantially all of the capital stock or assets of either Company, including any acquisition structured as a merger, consolidation, or share exchange (an "Acquisition Proposal"), and will cease negotiations with respect to any Acquisition Proposals. Notwithstanding the foregoing, Barrier and its directors and officers will remain free to participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing to the extent Barrier's Board of Directors concludes in good faith, after having taken into account the advice of its outside legal counsel, that the fiduciary duties of the directors or officers, as applicable, to the shareholders of Barrier require them to do so; provided, that, the directors and officers shall not take any of the foregoing actions without having given at least three (3) Business Days' advance written notice to Parent. In addition, if any director or officer receives an Acquisition Proposal, Barrier shall promptly inform Parent in writing of the material terms of such proposal and the date on which identity of the Person (or group) making it. (b) It is understood that any violation of the restrictions set forth in this Purchase Section 5.7 by any director or officer of the Companies or by any investment banker, financial adviser, attorney, accountant, or other representative of the Companies shall be deemed to be a breach of this Section 5.7 by the Companies. (c) In the event that an Acquisition Proposal shall have been made known to Barrier or shall have been made directly to its shareholders generally or any Person shall have announced an intention (whether or not conditional) to make an Acquisition Proposal, and thereafter this Agreement is terminated by Barrier for any reason and an Acquisition Proposal is consummated within eighteen (18) months of such termination, then Barrier shall pay to Parent, upon the consummation of such Acquisition Proposal, a termination fee equal to $1,000,000 in cash; provided that this Section 5.7(c) shall not apply if this Agreement is terminated pursuant to Article VIII, Seller shall not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into Section 7.1(d) following a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion vote of the Subject Interest Shareholders to approve this Agreement and the Merger in which each director of Barrier who is a Shareholder votes his or her Barrier Shares (each and any Barrier Shares owned by entities controlled by such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (adirector) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of this Agreement and the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of Merger but the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller Requisite Shareholder Approval is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsobtained.

Exclusivity. Prior to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Each Seller shall not, and shall not permit any use its commercially reasonable efforts to cause its Subsidiaries and each of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group directors, officers, employees, representatives and agents not to, directly or indirectly, initiateencourage, discuss solicit or continue initiate any proposal or offer from any person or entity (other than the Buyer or an affiliate, associate, representative or agent of the Buyer) concerning any merger, consolidation, sale of material assets, tender offer, recapitalization, accumulation of shares of stock of any Seller, proxy solicitation or other business combination involving Seller or any Subsidiary or any division of any Seller or any Subsidiary or any of their respective businesses relating to discuss, approvethe Acquired Assets and the Assigned Contracts and Leases (an "Alternative Proposal"), or enter into a transaction with, or provide any information (a) agree to, endorse or take any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of action to facilitate an Alternative Proposal unless such Alternative Proposal has been approved by the Subject Interest (each such transaction similar in nature Bankruptcy Court pursuant to the transactions Section 363 sale process contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, or (b) discussions by and among provide any non-public information concerning the business, properties or assets of any Seller and its Affiliatesto any person or entity (other than the Buyer); provided PROVIDED, HOWEVER, that such discussions the Sellers shall not be prohibited from giving notice or providing information, including non-public information, to any persons who may not involve consideration of seek to make a potential Alternative Transaction in favor of an acquisition proposal as part of the Subject Interest Section 363 sale process contemplated by an Affiliate of Seller, this Agreement (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company"Exclusivity Provision"); PROVIDED, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding HOWEVER, that notwithstanding the foregoing, nothing contained herein the Sellers shall limit or prevent (i) Seller from responding be entitled to give such notice of whatever buyer protections and/or bidding procedures order as the Bankruptcy Court requires to respond to and discuss any Alternative Proposal, to provide information, including due diligence materials and negotiate and discuss any Alternative Proposal. The Sellers shall immediately notify the Buyer of, and shall disclose to the Buyer a reasonably detailed description of any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller its agents or representatives (including, without limitation, the date of such inquiry, the identity of the inquirer and the status of such inquiry) with respect to the Portfolio Company (and not, for the avoidance acquisition of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that Acquired Assets and the Sellers shall provide the Buyer with copies of any written proposals and a description of any verbal proposals which are not Subject Interestsreceived by Sellers or any of its agents or representatives. Nothing in this Section 4.7 shall require the divulgence of the identity of any third party making an Alternative Proposal in violation of any Confidential Agreement with such third party.

Exclusivity. Prior to Seller, each Owner Party and each other Owner executing and delivering a Joinder Agreement agree that until the earlier of the Closing Date and the date on which or termination of this Purchase Agreement is terminated pursuant to Article VIIIits terms, Seller they shall notnot directly or indirectly solicit, initiate, encourage, entertain or discuss (and shall not permit any of its Representatives Affiliate, directors, trustee, manager, officer, employee, representative, agent, or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectlyother Person acting on their behalf to solicit, initiate, discuss encourage, entertain or continue to discuss) any inquiries, approveproposals or offers involving any Acquisition Proposal, or enter into a transaction with, respond positively or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of Person, or otherwise take any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubtaction, with respect to an Acquisition Proposal. Seller’s ownership interests , each Owner Party and each other Owner executing and delivering a Joinder Agreement further agree to promptly notify Federated should any of them receive or become aware of any such inquiries, proposals or offers involving any Acquisition Proposal. Seller, each Owner Party and each other Owner executing and delivering a Joinder Agreement shall (and shall ensure that their Affiliates, directors, trustees, managers, officers, employees, representations, agents and other Person acting on their behalf, and any Owner that is not an Owner Party or that is not executing and delivering a Joinder Agreement) immediately end (and not recommence unless this Agreement is terminated in accordance with its terms) any discussions or activities conducted before the underlying Subject Interest specifically) or (iii) Seller from taking any actions date of this Agreement with respect to an Acquisition Proposal. Seller also shall, and the Owner Parties shall cause Seller to, promptly request that any securities confidential or proprietary information regarding Seller, the Acquired Assets, the Business or any Product that may have been disclosed (other than to Federated and its Affiliates) in connection with any discussions or activities conducted before the date of the Portfolio Company that are not Subject Intereststhis Agreement with respect to an Acquisition Proposal be returned to Seller.

Exclusivity. Prior to During the period from the date hereof until the earlier of the Closing Date and or the date on which valid termination of this Purchase Agreement is terminated pursuant to Article VIIIIX, Sellers and Seller shall Parent will not, and shall not nor will they authorize or permit any of its their respective Affiliates or Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly: (a) solicit or knowingly encourage, initiate, discuss facilitate or continue to discuss, approveinduce, or enter into a transaction with, or provide take any information toother action reasonably likely to facilitate, any Person regarding any potential saleinquiry, assignmentexpression of interest, transfer proposal or offer concerning the sale or other disposition (including conveyance of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature Company Entities, the Transferred Assets and/or the Business as an alternative to the transactions contemplated by this Purchase Agreement being referred to herein as (an “Alternative TransactionAcquisition Proposal”)) from any Person other than Buyer or its Affiliates or Representatives, other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition deliver or make available to any Person any Confidential Information or afford access to the properties, books, records, facilities or personnel of the Subject Interest Company Entities, the Transferred Assets or the Business to any Person (other than Buyer or its Affiliates or Representatives, or as required by an Affiliate of Seller, any Governmental Authority or under applicable Law or Order) relating to or in connection with any Acquisition Proposal or (c) discussions with current employees of Seller negotiate, or its Affiliates who are accept any proposals, offers or inquiries from, or enter into any Contract with, any Person relating to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party connection with any Portfolio Company Acquisition Proposal. Sellers and Seller Parent will immediately cease, and direct their respective Affiliates and Representatives to cease, any and all existing activities, discussions or negotiations with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions parties conducted heretofore with respect to any securities Acquisition Proposal and shall terminate access to any information or materials by such third parties, including through any online or virtual data room, and shall instruct all such third parties to promptly return or destroy any such information access or obtained prior to the date hereof. In the event that the Sellers or Seller Parent or any of their respective Affiliates or Representatives receives an unsolicited Acquisition Proposal from any Person after the Portfolio Company that are not Subject Interestsdate hereof and prior to the Closing Date, Sellers or Seller Parent, as applicable, will provide Buyer with notice of such event, without any obligation to disclose the identity of such Person or the terms of such Acquisition Proposal.

Exclusivity. Prior to Until the earlier of the Closing Date and or the date on which this Purchase Agreement is terminated pursuant to Article VIIISection 7.1 hereof, Seller Seller, KBT and their Boards of Directors shall not, and Seller, KBT and their Boards of Directors shall direct and use their best efforts to cause their respective Representatives not permit to (i) actively solicit, engage in discussions or negotiate, or take any other action intended or designed to facilitate (including by way of its Representatives furnishing information) any inquiries or the making of any employees of Bank of America Corporation’s Global Principal Investment Group proposal which constitutes, or may reasonably be expected to lead to, directly a Takeover Proposal (as hereinafter defined) or indirectly, initiate, discuss or continue to discuss, approve, or (ii) enter into any agreement with respect to a transaction withTakeover Proposal. Additionally, neither the Board of Directors of Seller or provide KBT, nor any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other thancommittee thereof shall: (a) discussions and/or withdraw or modify, in a transaction with manner adverse to Buyer, Buyerthe approval or recommendation by Seller’s limited partners or KBT’s Board of Directors or any such committee of the approval of this Agreement and their respective Affiliates,the transaction contemplated hereunder; (b) discussions by and among Seller and its Affiliatesapprove or recommend, or propose publicly to approve or recommend, any Takeover Proposal; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller,or (c) discussions with current employees approve any letter of Seller intent, agreement in principle, acquisition agreement or its Affiliates who are other similar agreement related to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e)Takeover Proposal. Notwithstanding the foregoingprovisions of this Section 5.5, nothing contained herein shall limit Seller may furnish information concerning its business, properties or prevent assets to a Person pursuant to appropriate confidentiality agreements, and may negotiate and participate in discussions and negotiations with such Person concerning an Takeover Proposal, if such Person has on an unsolicited basis submitted a bona fide Takeover Proposal to Seller’s board which the Seller’s board determines, in good faith, after consultation with its financial advisor and independent legal counsel that (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interestsuch Takeover Proposal constitutes, solely for the purposes in light of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details all relevant circumstances and all terms and conditions of such exclusivity obligationsTakeover Proposal and this Agreement, including a transaction to be more favorable to the duration Company’s stockholders than the transaction contemplated by this Agreement and (ii) that the failure to take such action would be inconsistent with Seller’s board’s or expiration thereof)the parent of Seller’s board’s fiduciary duties to its stockholders under applicable Law; provided, that (x) Seller provides has first given Buyer with prompt a written notice of any written inquiries or proposals that states that Seller has received by Sellersuch Takeover Proposal and includes the information set forth below, (iiy) such Takeover Proposal was made after the date of this Agreement and did not otherwise result from a breach of this Section 5.5. Contemporaneously with furnishing any commercial banking or investment banking activities of information to such Person, Seller or any Affiliates of Seller with respect shall furnish such information to the Portfolio Company Buyer (and not, for the avoidance of doubtor, with respect to Seller’s ownership interests any such information that has previously been furnished to Buyer or its representatives, a list identifying such information). As promptly as practicable (and, in the underlying Subject Interest specificallyany event, within 48 hours) after receipt of an Takeover Proposal or (iii) any request for information or any discussions or inquiries which is reasonably likely to lead to an Takeover Proposal, Seller from taking any actions shall provide Buyer with respect to any securities written notice of the Portfolio Company that are not Subject Interestsmaterial terms and conditions of such Takeover Proposal, request, discussion or inquiry, and the identity of the Person or group making such Takeover Proposal, request, discussion or inquiry, and a copy of all written materials provided in connection with any such Takeover Proposal, request, discussion or inquiry. After receipt of such Takeover Proposal, request, discussion or inquiry, Seller shall promptly keep Buyer informed of the status and details (including changes or proposed changes to the economic terms and any other material amendments or proposed material amendments and any withdrawals or abandonment) of any such Takeover Proposal, request, discussion or inquiry and shall promptly provide to Buyer a copy of all written materials subsequently provided in connection with such Takeover Proposal, request, discussion or inquiry. Any violation of the restrictions set forth in this Section 5.5 by any officer or director of Seller or KBT, or any Person acting pursuant to instruction or authorization by Seller or KBT shall be deemed to be a breach of this Section by Seller.

Exclusivity. Prior 8.1 In consideration of the actions to be taken and expenses to be incurred by Adherex and the Company in furtherance of this agreement without the prior written consent of the other party (which written consent shall not be unreasonably withheld or delayed), each of Adherex and the Company agrees that until the Effective Time or termination of this Agreement by either party, each shall not solicit or negotiate any offer to buy, or offer to agree to sell, or sell, any of its assets or its shares (except as permitted in Article VI and other than shares issued in financing transaction approved by the Adherex Board or pursuant to the Closing Date and exercise of options, warrants or other rights to purchase securities outstanding as of the date on which this Purchase Agreement is terminated hereof or pursuant to Article VIII, Seller shall not, incentive stock options granted after the date hereof pursuant to Adherex’s incentive stock option plan) or any interest therein and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, merge or enter into a transaction with, business combination with or provide solicit or negotiate any information to, offer to merge or enter into a business combination with or into any Person regarding any potential sale, assignment, transfer corporation or entity other disposition (including of a beneficial or economic interest) of all or any portion of than the Subject Interest other party (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an a “Alternative Proposed Acquisition Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice nothing in this clause will in any way limit Adherex or the Company from responding to any proposal of any written inquiries other person or proposals received by Seller, dealing with (iisaid “dealing with” shall exclude solicitation) any commercial banking other person in respect of the foregoing that is not solicited by Adherex or investment banking activities the Company if in the good faith opinion of Seller the Adherex or the Company Board and in the written opinion of such parties’ outside counsel, a failure to do so would represent a breach of fiduciary obligations of the directors of Adherex or the Company. Each of Adherex and Company will immediately notify the other if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions information is requested with respect to any securities Proposed Acquisition Transaction and notify the other of the Portfolio terms of any proposal which it may receive in respect of such Proposed Acquisition Transaction, including, without limitation, the identity of the prospective purchaser or acquiring party. Each of Adherex and Company that are not Subject Interestsshall provide the other a copy of any written offer received in respect of a Proposed Acquisition Transaction. 8.2 Nothing contained in this Article VIII shall prohibit Adherex from taking and disclosing to Shareholders a position contemplated by Rule 14d-9 or 14e-2 promulgated under the Exchange Act or from making any disclosure to the Shareholders if, in the good faith judgment of the Adherex Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law; provided, however, that, subject to the preceding paragraph, neither Adherex nor the Adherex Board nor any committee thereof shall withdraw, or propose publicly to withdraw, its position with respect to this Agreement or the Merger or approve or recommend, or propose publicly to approve or recommend, a competing proposal, without providing written notice to the other parties as soon as reasonably practicable.

Exclusivity. Prior to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall (a) Thin Crust will not, and shall will not authorize or permit any officer, director or employee of its Representatives Thin Crust or any employees Subsidiary of Bank Thin Crust or authorize any investment banker, attorney, accountant or other representative retained by Thin Crust or any equityholder of America Corporation’s Global Principal Investment Group Thin Crust, Thin Crust Equityholder LLC or Thin Crust Equityholder Corp. to, directly or indirectly, initiatesolicit or encourage, discuss or continue furnish information with respect to discussThin Crust or the Thin Crust Business, approveor engage in any discussions with any Person in connection with, or enter into a transaction withany agreements, whether written or provide any information oral, pertaining to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) proposal for the acquisition of all or any portion of the Subject Interest Thin Crust Business (each such whether by asset or stock acquisition, merger, exclusive license or similar transaction), or any financing, reorganization, or other transaction that would have a similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an effect (each, a “Alternative Thin Crust Competing Transaction”), other than: than as contemplated by this Agreement. Thin Crust will promptly notify Deep Dish of any proposal received from a third party that could reasonably be expected to lead to a Thin Crust Competing Transaction. Thin Crust will promptly cease or cause to be terminated any existing activities or discussions with any Person (aother than Deep Dish) discussions and/or a transaction with Buyer, Buyer’s limited partners respect to any Thin Crust Competing Transaction and their respective Affiliates,will promptly request the return of any confidential information provided to any Person (other than Deep Dish) in connection with any Thin Crust Competing Transaction. (b) Deep Dish will not, and will not authorize or permit any officer, director or employee of Deep Dish or any Subsidiary of Deep Dish or authorize any investment banker, attorney, accountant or other representative retained by Deep Dish or any stockholder of Deep Dish to, directly or indirectly, solicit or encourage, or furnish information with respect to Deep Dish or the Deep Dish Business, or engage in any discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction with any Person in favor of an connection with, or enter into any agreements, whether written or oral, pertaining to, any proposal for the acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller all or its Affiliates who are to become members or employees any portion of the Investment Manager and/or Deep Dish Business (whether by asset or stock acquisition, merger, exclusive license or similar transaction), or any financing, reorganization, or other transaction that would have a similar effect (each, a “Deep Dish Competing Transaction”) other than as contemplated by this Agreement. Deep Dish will promptly notify Thin Crust and the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms Thin Crust Equityholders of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller proposal received from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such a third party that Seller is bound by exclusivity obligations could reasonably be expected to lead to a Deep Dish Competing Transaction. Deep Dish will promptly cease or cause to be terminated any existing activities or discussions with any Person (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (iiother than Thin Crust) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities Deep Dish Competing Transaction and will promptly request the return of any confidential information provided to any Person (other than Thin Crust or the Portfolio Company that are not Subject InterestsThin Crust Equityholders) in connection with any Deep Dish Competing Transaction.

Exclusivity. Prior to the Closing Date and the date on which Date, or until this Purchase Agreement is terminated pursuant to Article VIIIin accordance with its terms, Seller shall not, Seller shall cause Bank not to, and Seller shall use all reasonable efforts to cause Seller’s and Bank’s respective officers, employees, directors, agents or representatives not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiatesolicit, discuss encourage, facilitate or continue to discuss, approve, initiate discussions or enter into a transaction engage in negotiations with, or provide information to, or authorize any financial advisor or other Person to solicit, encourage, facilitate or initiate discussions or engage in negotiations with, or provide information to, any Person regarding (other than Purchaser or a Purchaser Representative) concerning any potential salesale of capital stock of, assignmentor merger, transfer consolidation, combination, sale of assets, reorganization or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such similar transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”)involving, other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its AffiliatesBank; provided that the foregoing shall not prevent such discussions may not involve consideration of a potential Alternative Transaction activities to the extent related solely to Excluded Assets or Excluded Liabilities. Until this Agreement is terminated in favor of an acquisition of the Subject Interest by an Affiliate of Seller, accordance with its terms, Seller shall promptly (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and event within two (e2) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound Business Days after receipt thereof by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates Affiliate) advise Purchaser orally and in writing of Seller with respect to any proposal of the Portfolio Company kind described in this Section 5.4 (and notincluding the proposed terms thereof), any request for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions information with respect to any securities such proposal, or any inquiry with respect to or which could result in a proposal of the Portfolio Company kind described in this Section 5.4; provided that are Seller shall have no such obligations with respect to proposals, requests or inquiries solely with respect to Excluded Assets or Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Purchaser and Seller agree that the sole right and remedy for noncompliance with this Section 5.4 is to have such provision specifically enforced by any court having equity jurisdiction; it being acknowledged and agreed that any such breach will cause irreparable injury to Purchaser and that money damages will not Subject Interestsprovide an adequate remedy to Purchaser.

Exclusivity. Prior From the Original Execution Date until the earlier of the Closing (or solely with respect to the Closing Date Deferred Businesses, the applicable Local Closing) and the date on which such time as this Purchase Agreement is validly terminated pursuant to in accordance with Article VIIIVI, Seller PKI and its Affiliates and their respective directors and officers shall not, and PKI shall not authorize, permit any of or cause its and its Affiliates’ other Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, solicit, initiate, discuss or continue to discussknowingly encourage, approve, knowingly facilitate or enter into a transaction withany negotiation, discussion or contract, with any other party (other than Buyer and its Affiliates and its and their respective Representatives) with respect to, or provide furnish any confidential or non-public information torelating to the Business, any Person regarding any potential salethe Acquired Assets, assignmentthe Assumed Liabilities or the Acquired Companies, transfer or afford access to the business, properties, assets, liabilities, books or records of the Business or the Acquired Companies, to such other disposition (including of a beneficial or economic interest) party, in each case in connection with the sale of all or any portion more than 15% of the Subject Interest Acquired Assets (each such based on fair market value), or any merger, recapitalization or similar transaction similar in nature with respect to Acquired Companies representing more than 15% of the transactions contemplated by this Purchase Agreement being referred to herein as Acquired Companies (based on fair market value) (any of the foregoing, an “Alternative TransactionAcquisition”). Immediately following the execution of the Original Agreement, other than: PKI shall cease and cause to be terminated all existing discussions and negotiations with any persons conducted heretofore with respect to an Acquisition, and within five (a5) discussions and/or Business Days after the Original Execution Date, instruct any Person who has entered into a transaction confidentiality agreement in connection with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction Acquisition that has not expired or been terminated in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions accordance with current employees of Seller its terms to return or its Affiliates who are to become members destroy all information or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and documents received thereunder in compliance accordance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives such confidentiality agreement. Until the earlier of the foregoing persons and entities described in foregoing clauses Closing (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (Deferred Businesses, the applicable Local Closing) and notsuch time as this Agreement is validly terminated in accordance with Article VI, for the avoidance of doubt, with respect to Seller’s ownership interests PKI shall promptly notify Buyer in the underlying Subject Interest specifically) writing if any person makes any written proposal or (iii) Seller from taking any actions offer with respect to any securities of Acquisition and shall provide Buyer with the Portfolio Company that are not Subject Interestsmaterial terms thereof.

Exclusivity. Prior to From and after the date of this Agreement until the earlier of the Closing Date and or the date on which termination of this Purchase Agreement is terminated pursuant to Article VIII, Seller shall the Sellers will not, and shall will not authorize or permit any of its their respective Subsidiaries, Affiliates or Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, (i) solicit, initiate, discuss seek, entertain, encourage, facilitate, support, respond or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined), (ii) enter into, participate in, maintain or continue any communications or negotiations regarding, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to discusslead to, an Acquisition Proposal, (iii) disclose, deliver or make available to any Person any with respect to the Sellers, their business or affairs (including the existence of this Agreement), for the purpose of facilitating or encouraging any effort or attempt to pursue a possible Acquisition Proposal, (iv) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (v) enter into a transaction withany agreement, term sheet, letter of intent or any other Contract (whether or not binding) contemplating or otherwise relating to any Acquisition Proposal, or provide (vi) submit any information Acquisition Proposal to the vote of any security holders of the Sellers. The Sellers will, and shall cause each of its Representatives to, immediately cease and cause to be terminated any Person regarding and all existing activities, discussions or negotiations with any potential sale, assignment, transfer Persons with respect to any Acquisition Proposal and request the return or other disposition (including of a beneficial or economic interest) destruction of all confidential information regarding the Sellers or pertaining to any portion of the Subject Interest (each Acquisition Proposal provided to any such transaction similar in nature Person prior to the transactions contemplated by this Purchase Agreement being referred date hereof pursuant to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements confidentiality agreement or otherwise. If any Seller’s Representative, in any capacity, takes any action that the Sellers are obligated pursuant to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Companythis Section to cause such Representative not to take, and (e) discussions with Representatives of then the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein Sellers shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely be deemed for the all purposes of indicating this Agreement to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestshave breached this Section.

Exclusivity. Prior to the Closing Date From and after the date on which of this Purchase Agreement is terminated pursuant to until the earlier of the Effective Time and termination of this Agreement in accordance with Article VIII9 hereof (the “Exclusivity Period”), Seller shall the Company will not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, through any of its Subsidiaries, director, officer, employee, Affiliate or agent of the Company or any of its Subsidiaries, or otherwise, take any action to solicit, initiate, discuss seek, entertain, encourage or continue to discusssupport any inquiry, approveproposal or offer from, or enter into a transaction with, or provide furnish any information to, or participate in any Person regarding any potential salenegotiations with, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding any acquisition of the Subject InterestCompany or any of its Subsidiaries, solely for any merger or consolidation with or involving the purposes Company or any of indicating to its Subsidiaries, or any acquisition of any material portion of the stock or assets or the Company or any of its Subsidiaries. The Company agrees that, in no event, will the Company accept or enter into an agreement concerning any such third party acquisition transaction during the Exclusivity Period. The Company will notify Parent immediately after receipt by any director or officer of the Company, or by any Affiliate, employee or agent to which the Company has Knowledge, at any time during the Exclusivity Period of any unsolicited proposal for, or inquiry respecting, any third party acquisition transaction involving the Company or any of its Subsidiaries or any request for nonpublic information in connection with such a proposal or inquiry, or for access to the properties, books or records of the Company or any of its Subsidiaries by any person, or entity that Seller informs the Company or any of its Subsidiaries that it is bound by exclusivity obligations (without specifying any further details considering making, or has made, such a proposal or inquiry. Such notice to Parent will indicate the identity of the person making the proposal or inquiry but need not specify the terms and conditions of such exclusivity obligationsproposal or inquiry. Without limiting the foregoing, including it is understood that any violation of the duration restrictions set forth in this Section 6.1 by any Subsidiary, director, officer, employee, Affiliate or expiration thereof); provided, that Seller provides Buyer with prompt notice agent of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller the Company or any Affiliates of Seller with respect its Subsidiaries shall be deemed to be a breach of this Section 6.1 by the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject InterestsCompany.

Exclusivity. Prior to (a) During the Pre-Closing Date and Period, the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller Company shall not, and shall cause its Subsidiaries and its and their respective Affiliates and Representatives not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, (i) solicit, initiate, discuss encourage, induce or continue facilitate the making, submission or announcement of any proposal relating to discussan Acquisition Transaction (an “Acquisition Proposal”) or take any action that would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding the Company or any of its Subsidiaries to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in any discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal, or (v) enter into a transaction with, any letter of intent or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all similar document or any portion Contract contemplating or otherwise relating to any Acquisition Transaction. Without limiting the generality of the Subject Interest (each such transaction similar foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in nature to the transactions contemplated preceding sentence by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and any of its Subsidiaries or any of its or their respective Affiliates,Affiliates or Representatives, whether or not such Affiliate or Representative is purporting to act on its behalf, shall be deemed to constitute a breach of this Section 4.4 by the Company. (b) discussions by The Company shall promptly (and among Seller and its Affiliates; provided in no event later than forty-eight (48) hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that such discussions may not involve consideration could lead to an Acquisition Proposal or any request for nonpublic information) advise Parent in writing of a potential Alternative Transaction in favor any Acquisition Proposal, any inquiry or indication of interest that could lead to an acquisition Acquisition Proposal (including the identity of the Subject Interest Person making or submitting such Acquisition Proposal, inquiry or indication of interest, and the material terms thereof) that is made or submitted by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of any Person during the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Pre-Closing Period. The Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller keep Parent reasonably informed with respect to the Portfolio status of any such Acquisition Proposal, inquiry or indication of interest and any modification or proposed modification thereto. Promptly following the execution and delivery of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Affiliates and Representatives to, immediately cease and cause to be terminated any existing discussions with any Person (other than Parent and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specificallyits Affiliates and Representatives) or (iii) Seller from taking any actions with respect that relate to any securities of the Portfolio Company that are not Subject InterestsAcquisition Proposal or potential Acquisition Proposal.

Exclusivity. Prior to (a) The Vendors acknowledge and agree that, commencing on the date of this Agreement and until the earlier of the Closing Date and the date on which this Purchase Agreement is terminated pursuant in accordance with Article 8 (the “Exclusivity Period”), the Purchaser shall have the sole and exclusive right to Article VIIIpurchase the Purchased Shares and to carry out the Transactions contemplated hereunder. (b) During the Exclusivity Period, Seller the Vendors and their Affiliates shall notnot (in the case of the JV Entities, to the extent within the control of the Vendors and their Affiliates), and shall not authorize or permit any of its the Representatives or of any employees of Bank of America Corporation’s Global Principal Investment the Group toCompanies, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (ai) discussions and/or a solicit, initiate, encourage or induce the submission of any inquiry, proposal or offer (an “Acquisition Proposal”) from any Person relating to the direct or indirect acquisition of any or all of the Purchased Shares or any material assets of any of the Group Companies or any merger, arrangement, share exchange, recapitalization, consolidation, amalgamation or other business combination or business arrangement or similar transaction by any of the Group Companies with Buyer, Buyer’s limited partners and their respective Affiliates,any other Person; (bii) participate in any discussions by and among Seller and its Affiliatesor negotiations regarding any Acquisition Proposal; (iii) furnish any information to any Person in connection with or in response to an Acquisition Proposal; or (iv) enter into or execute any confidentiality agreement, letter of intent, expression of interest, term sheet or other binding or non-binding Contract contemplating or otherwise relating to any Acquisition Proposal, provided that such discussions may the restrictions set forth in this Section 6.1 shall not involve consideration of a potential Alternative Transaction in favor of an acquisition of apply to the Subject Interest matters contemplated by an Affiliate of Seller,Section 6.15. (c) discussions with current employees If the Vendors, any of Seller their Affiliates or its Affiliates who are to become members or employees any of the Investment Manager and/or Group Companies receive any oral or written Acquisition Proposal, or any indication of interest or request for information relating to any potential Acquisition Proposal at any time during the employees Exclusivity Period, the Vendors shall promptly (and in any event within one (1) Business Day of receipt) advise the Purchaser of the Portfolio Companies regarding receipt of such Acquisition Proposal, including, subject to existing confidentiality obligations as of the transactions contemplated hereby and/or date hereof, the Portfolio,identity of the Person or group of Persons involved. The Vendors shall promptly (and in any event within one (1) Business Day of receipt), subject to existing confidentiality obligations as of the date hereof, furnish the Purchaser with a copy of any written Acquisition Proposal, indication of interest, request for information or other information that it receives relating to a potential transaction and shall keep the Purchaser fully informed on a current basis of any modifications to such Acquisition Proposal or information. (d) The Vendors hereby represent and warrant that they, their Affiliates and the Group Companies (in the case of the JV Entities, to the extent within the control of the Vendors and their Affiliates) have suspended all discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party negotiations, if any, with any Portfolio Company or with Person (other than the Purchaser) regarding any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject InterestsAcquisition Proposal.

Exclusivity. (a) Prior to the Closing Date and Initial Closing, without the date on which this Purchase Agreement is terminated pursuant to Article VIIIInvestor’s prior written consent, Seller shall not, and shall not permit neither the Company nor any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group toSubsidiaries shall, directly or indirectly, initiatetake (and the Company shall not authorize or permit any directors, discuss officers or continue employees of the Company or, to discussthe extent within the Company’s control, approveother Affiliates or representatives of the Company or any of its Subsidiaries to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or enter into a transaction any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate any of the Transactions or (iii) participate in any way in discussions or negotiations with, or provide furnish any information to, any Person regarding in connection with, or take any potential saleother action to facilitate any inquiries or the making of any proposal that constitutes, assignmentor would reasonably be expected to lead to, transfer or other disposition (including any Acquisition Proposal. Prior to the Initial Closing, the Company shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and employees of a beneficial or economic interest) of all the Company or any portion of its Subsidiaries and, to the extent within the Company’s control, other Affiliates or representatives of the Subject Interest (each such transaction similar Company or any of its Subsidiaries, do not take or do any of the actions referenced in nature the immediately foregoing sentence. Upon execution of this Agreement and prior to the transactions contemplated by this Purchase Agreement being referred Second Closing, unless the Investor otherwise consents in writing, the Company shall, if applicable, cease immediately and cause to herein as be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an “Alternative Transaction”), other than: (a) discussions and/or a transaction Acquisition Proposal and promptly request that all confidential information with Buyer, Buyer’s limited partners and their respective Affiliates,respect thereto furnished on behalf of the Company be returned. (b) discussions Prior to the Initial Closing, the Company shall, as promptly as practicable (and in no event later than one business day after receipt thereof), advise the Investor of any Acquisition Proposal, potential Acquisition Proposal, or any inquiry received by it relating to any potential Acquisition Proposal and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the material terms of any agreements to which any Seller is party with any Portfolio Company proposal or with any other holder inquiry, including, but not limited to, the identity of securities the Person and its Affiliates making the same, the consideration that it may receive in respect of any Portfolio Companysuch Acquisition Proposal, and (e) potential Acquisition Proposal, or inquiry, or of any information requested from it or of any negotiations or discussions being sought to be initiated with Representatives it, shall furnish to the Investor a copy of any such proposal or inquiry, if it is in writing, or a reasonably accurate written summary of any such proposal or inquiry, if it is not in writing, and shall keep the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding Investor informed on a reasonably prompt basis with respect to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller developments with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsforegoing.

Exclusivity. Prior to From the Closing Date date hereof until the sooner of the Effective Time and the date on which of termination of this Purchase Agreement is terminated pursuant in accordance with its terms and subject to Article VIIIthe exercise of the Company’s board of directors’ fiduciary duties and applicable Law, Seller shall not, and shall not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group toneither the Stockholder Representative nor the Company will, directly or indirectly, through any officer, director, employee, agent (including financial advisors), partner or otherwise, continue, solicit, entertain, initiate, discuss facilitate or continue participate in or encourage discussions or negotiations with, or the submission of bids, offers or proposals by, any Person with respect to, whether directly or indirectly, an acquisition of any Acquired Company, or any acquisition of any capital stock or other equity or other interest of or in any Acquired Company or any material assets of any Acquired Company, by any means whatsoever, or enter into any agreement, arrangement or understanding regarding any of the foregoing. The Company and the Stockholder Representative will immediately cease and terminate any discussions or negotiations with any third party that are ongoing with respect to discussany transaction of the type or similar to those described in the immediately preceding sentence. In addition, approvefrom the date hereof until the Effective Time, except as required by applicable Law and the exercise of the Company’s board of directors’ fiduciary duties, neither the Stockholder Representative nor any Acquired Company will, directly or indirectly, through any Representative or otherwise, disclose any information not customarily disclosed to any Person (other than Parent, Merger Subsidiary and their Representatives) in the Company’s Ordinary Course of Business or afford to any such other Person access to the Acquired Companies’ properties, books or records without the prior written consent of Parent. Furthermore, if the Company or any of its officers, directors, employees, agents (including financial advisors) or partners receives any written communication regarding the submission of bids, offers or proposals by, any Person with respect to, whether directly or indirectly, an acquisition of any Acquired Company, or any acquisition of any capital stock or other equity or other interest of or in any Acquired Company or any material assets of any Acquired Company, by any means whatsoever, between the date hereof and the Closing Date, then the Company shall immediately notify Parent of the receipt of such bid, offer or proposal. The Company shall give Parent prompt (but in no event later than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of receipt of any such bid, offer or proposal by the Company or any of its or any of its officers, directors, employees, agents (including financial advisors) or partners (which notice shall include the identity of such person or group and the material terms and conditions of any proposals or offers, including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and (y) of the Company’s furnishing nonpublic information to, or entering into discussions or negotiations with, such person or group, and shall receive from such Person an executed confidentiality agreement containing terms no less favorable to the Company than the terms of the confidentiality agreement entered into between the Company and Parent dated as of July 27, 2017 prior to furnishing nonpublic information regarding the Company to, or enter into a transaction confidentiality agreement or discussions or negotiations with, or provide any information to, any Person regarding any potential salein response to a bona fide, assignmentunsolicited written bid, transfer offer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each proposal submitted by such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject InterestsPerson.

Exclusivity. Prior to From the date of this Agreement and until the earlier of the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIIISection 8.1, Seller shall not, and shall not authorize or permit any of its Representatives Affiliates or any employees of Bank of America Corporation’s Global Principal Investment Group its or their Representatives to, directly or indirectly, (i) solicit, initiate, discuss knowingly facilitate or continue to discussknowingly encourage any Acquisition Proposal, approve, or (ii) enter into a transaction discussions or negotiations with, or provide any information to, any Person regarding concerning a possible Acquisition Proposal or (iii) enter into any potential sale, assignment, transfer agreements or other disposition instruments (including of a beneficial whether or economic interestnot binding) of all or any portion of the Subject Interest (each such transaction similar in nature regarding an Acquisition Proposal. Seller shall immediately cease and cause to the transactions contemplated by this Purchase Agreement being referred be terminated, and shall use reasonable best efforts to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners cause its Affiliates and its and their respective Affiliates, Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal and shall promptly (band in any event within two (2) discussions Business Days after the date hereof) demand that all such Persons return or destroy any Confidential Information provided by and among or on behalf of Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition connection with any Acquisition Proposal. Until the earlier of the Subject Interest Closing Date and the date on which this Agreement is terminated pursuant to Section 8.1, Seller shall promptly (and in any event within two (2) Business Days after receipt thereof by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (dRepresentatives) discussions and transactions as required by advise Purchaser orally and in compliance with the terms writing of any agreements to which Acquisition Proposal, any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely request for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions information with respect to any securities Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Portfolio Company that are not Subject InterestsPerson making the same.

Exclusivity. Prior In order to induce Company to enter into this Agreement and subject to the Closing Date and fiduciary duties of the date on which Board of Directors of Partner, until this Purchase Agreement is terminated pursuant to Article VIIIin accordance with its terms, Seller Partner shall not, and shall direct and use its reasonable efforts to cause its respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it) not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyertake any further action to solicit, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration initiate or encourage any offer or indication of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals interest from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions person with respect to any securities Acquisition Proposal (as hereinafter defined), including without limitation, any such further action through any investment banker, broker, finder or other intermediary previously engaged or which may be engaged for the purpose of soliciting, initiating or encouraging such offer or indication of interest; or (b) engage in negotiations with, or disclose any non-public information relating to the businesses, assets or operations which are the subject of this Agreement or afford access to the properties, books or records of Partner to, any person that has made, or that Partner has good reason to believe may be considering making, an Acquisition Proposal. Subject to the fiduciary duties of the Portfolio Board of Directors of Partner, Partner will promptly notify Company after receipt of any Acquisition Proposal or indication, in writing, that are any person is considering making an Acquisition Proposal and will keep Company reasonably informed of any such offer or indication. Subject to the fiduciary duties of the Board of Directors of Partner, Partner will not Subject Interestsenter into any agreement relating to any such Acquisition Proposal for a period of seven (7) days following receipt by Company of such notification by Partner. "Acquisition Proposal" means any proposal to (i) effect a merger or consolidation or similar transaction involving Partner or any of its subsidiaries; (ii) purchase, lease, or otherwise acquire ten percent (10%) or more of the assets of Partner or any of its subsidiaries; (iii) purchase or otherwise acquire (including by way of merger, consolidation, share exchange or similar transaction) beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities representing ten percent (10%) or more of the voting power of Partner or any of its subsidiaries; or (iv) the assignment, transfer, licensing or other disposition of, in whole or in part, the patents, patent rights, trade secrets or other technology of Partner or any of its subsidiaries, other than in the ordinary course of business. Where Partner takes action or fails to take action required by this Section 5.7 due to a belief that to do otherwise would result in a breach of the fiduciary duties of the Board of Directors, Partner may do so only after receipt of a written opinion of its legal counsel or upon advice of its legal counsel confirmed by a written opinion of such counsel, and a copy of such opinion shall be furnished to the Company.

Exclusivity. Prior to Until the earlier of the Closing Date and the date on which termination of this Purchase Agreement is terminated pursuant to Article VIIIIX, Seller shall not, and shall not authorize or permit any of its Representatives Affiliates or any employees of Bank the other Divesting Entities or any of America Corporation’s Global Principal Investment Group its or their Representatives to, directly or indirectly, (a) encourage, solicit, initiate, discuss respond to (other than solely to decline), facilitate or continue to discuss, approve, inquiries or discussions regarding any Acquisition Proposal; (b) enter into a transaction or participate in any discussions or negotiations with, or provide any information to, any Person regarding concerning a possible Acquisition Proposal; or (c) enter into any potential sale, assignment, transfer agreements or other disposition instruments (including whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates, each other Divesting Entity and all of a beneficial its and their Representatives to immediately cease and cause to be terminated, all existing discussions or economic interestnegotiations with any Persons conducted heretofore with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates or any of its or their Representatives) for the assumption of the Princeton Lease or the sale of all or any portion material part of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”)Transferred Assets, other than: (a) discussions and/or a transaction with Buyerexcluding any inquiry, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller proposal or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions offer with respect to any securities sale or other disposition of all of substantially all of the Portfolio Company assets of Seller and all of its Affiliates other than the Transferred Assets and the Princeton Lease, whether by sale of stock, sale of assets or otherwise, or any merger, consolidation, acquisition of control or other business combination involving Seller and all its Affiliates. In addition to the other obligations under this Section 6.15, Seller shall promptly (and in any event within two (2) Business Days after receipt thereof by Seller or its Representatives) advise Purchaser in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person making the same. Seller acknowledges that are a breach of this Section 6.15 will cause irreparable injury not Subject Interestsfully compensable in damages.

Exclusivity. Prior to (a) During the Pre-Closing Date and Period, the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller Company shall not, shall cause each Subsidiary of the Company not to and shall not authorize or permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group representatives to, directly or indirectly, (i) solicit, initiate, discuss seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to discussprovide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into a transaction withany letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any Company Stockholder or provide (vi) engage in the further preparation for (including by engaging any information to, any Person regarding any potential sale, assignment, transfer underwriter or other disposition (including third party) or otherwise take any steps in furtherance of a beneficial any initial public offering. The Company will immediately cease and cause to be terminated any and all existing activities, discussions or economic interest) negotiations with any Persons conducted prior to or on the date of all or this Agreement with respect to any portion Acquisition Proposal. If any authorized representative of the Subject Interest (each Company takes any action that the Company is obligated pursuant to this Section 5.2 to cause such transaction similar in nature representative of the Company not to take, then the transactions contemplated by Company shall be deemed for all purposes of this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,have breached this Section 5.2. (b) The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party negotiations with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions parties conducted heretofore with respect to any securities Acquisition Proposal and the Company and its Affiliates shall, and shall cause each of its representatives to, immediately terminate access to any online “data room” and promptly request each Person (other than Parent and its Affiliates and its and their respective representatives) that has executed a confidentiality agreement relating to the Company or any of its Affiliates and representatives in connection with such Person’s consideration of an Acquisition Proposal, to return (or if permitted by the applicable confidentiality agreement, destroy) all information required to be returned (or, if applicable, destroyed) by such Person under the terms of the Portfolio Company that are not Subject Interestsapplicable confidentiality agreement.

Exclusivity. Prior to (a) During the Closing Date Interim Period, each of the Company and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall not, and NESCO Owner shall not take, nor shall it permit any of its Affiliates or Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group toto take, whether directly or indirectlyindirectly any action to solicit, initiate, discuss initiate or continue to discuss, approveengage in discussions or negotiations with, or enter into a transaction any agreement with, or encourage, or provide any information to, any Person regarding (other than Acquiror, Merger Sub, Intermediate Holdings, New HoldCo and/or any potential saleof their Affiliates) concerning any purchase of any of the Company’s equity securities or the issuance and sale of any securities of, assignmentor membership interests in, transfer the Company or its Subsidiaries (other disposition (including than any purchases of a beneficial equity securities by the Company from employees of the Company or economic interestits Subsidiaries) of all or any portion merger or sale of substantial assets involving the Subject Interest Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as acquisition transaction, an “Alternative Acquisition Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, however, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by SellerAcquiror, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect Merger Sub, Intermediate Holdings and New HoldCo hereby acknowledge that prior to the Portfolio date of this Agreement, the Company (has provided information relating to the Company and notits Subsidiaries and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a proposal to engage in an Acquisition Transaction without any breach by the Company of this Section 9.03(a); provided, further, however, that the foregoing acknowledgement shall not in any way diminish the obligations of the Company, the NESCO Owner, and their respective Affiliates and Representatives pursuant to this sentence and, for the avoidance of doubt, the Company shall not enter into any further discussions or negotiations or provide any further information in respect of, or enter into any agreement or arrangement with respect to, any such proposal. Notwithstanding the foregoing, the Company may respond to Seller’s ownership interests any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Company and its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in such event, the underlying Subject Interest specifically) Company shall notify Acquiror of such facts and circumstances. Each of the Company and the NESCO Owner shall, and each shall cause its respective Affiliates and Representatives to, immediately cease any and all existing discussions or (iii) Seller from taking negotiations with any actions Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, none of Acquiror, Merger Sub, Intermediate Holdings or New HoldCo shall take, nor shall they permit any of their respective Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, the NESCO Owner and/or any of their Affiliates), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any securities Business Combination (a “Business Combination Proposal”) other than with the Company, the NESCO Owner and their respective Affiliates and Representatives. Each of Acquiror, Merger Sub, Intermediate Holdings and New HoldCo shall, and each shall cause its respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the Portfolio Company that are not Subject Interestsdate hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. Prior to During the period from the date of this Agreement through the Closing Date and or the date on which earlier termination of this Purchase Agreement is terminated pursuant to Article VIIISection 8.1, none of the Seller shall notor the Acquired Companies will, and such Persons shall direct their respective Representatives not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate(a) solicit, discuss encourage, initiate or continue to discuss, approve, engage in discussions or enter into a transaction negotiations with, or provide any information to, any Person regarding third party (other than the Purchaser Parties, their Affiliates and their respective Representatives) relating to the possible acquisition of any potential sale, assignment, transfer equity of or other disposition (including form of a beneficial or economic interest) of all ownership interest in the Company or any of its Subsidiaries or any material portion of the Subject Interest assets of the Acquired Companies (each such transaction similar in nature to the transactions contemplated whether by this Purchase Agreement being referred to herein as way of merger, purchase of equity or purchase of assets) (an “Alternative Acquisition Transaction”), (b) provide non-public information or documentation with respect to the Acquired Companies to any Person, other than: than the Purchaser Parties or their respective Affiliates or its or their Representatives, relating to an Acquisition Transaction or (ac) discussions and/or a transaction enter into any letter of intent, definitive agreement or other arrangement or understanding with Buyerany Person, Buyer’s limited partners and other than the Purchaser Parties or their respective Affiliates, (b) discussions by and among , relating to an Acquisition Transaction. Promptly after the execution of this Agreement, the Seller and its Affiliates; the Company will instruct any third parties to return or destroy all confidential information of the Acquired Companies provided that to such discussions may not involve party in connection with such third party’s consideration of a potential Alternative an Acquisition Transaction. In the event that the Company or any of its advisors receives an inquiry, proposal or offer with respect to an Acquisition Transaction in favor of an acquisition on or after the date hereof and prior to the Closing, the Company shall provide the Purchaser with prompt notice thereof (such notice to include the material terms thereof, including the identity of the Subject Interest by an Affiliate Person or group of Seller, (c) discussions with current employees of Persons involved). The Seller or its Affiliates who are to become members or employees of the Investment Manager and/or Company shall promptly furnish the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance Purchaser with the terms a copy of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e)written offer constituting an Acquisition Transaction. Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) the Seller from responding may provide information with respect to, and disclose the details and terms of the Transactions, to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party its direct and indirect equityholders that Seller is are bound by exclusivity obligations (without specifying any further details of such exclusivity customary confidentiality obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interests.

Exclusivity. Prior As an inducement to the Buyer to enter into this Agreement, and in consideration of the time and expense which it has devoted and will devote to the transactions contemplated hereby during such period, subsequent to the execution of this Agreement and until the earlier of (i) the Closing Date and (ii) the date on which termination of this Purchase Agreement is terminated pursuant to Article VIIIin accordance with Section 10.1, neither of the Seller shall not, and shall not permit nor any of its Representatives shareholders, directors, members, managing members, managers, officers or agents (including, without limitation, any investment banker, attorney or accountant retained or acting on behalf of Seller or any employees shareholder, director, member, managing member, manager or officer of Bank of America Corporation’s Global Principal Investment Group toSeller) will, directly or indirectly, (i) initiate, discuss solicit, encourage, entertain or continue respond to discussany inquiry or proposal with respect to a merger, approveconsolidation, share exchange, business combination, liquidation, or dissolution (unless such transaction shall be structured in a manner that is consistent with, and does not adversely affect, the Buyer’s rights under this Agreement) or sale of all or a portion of the assets of the Business (an “Acquisition Proposal”), or (ii) enter into a transaction any discussions, negotiations or agreements concerning an Acquisition Proposal with, or provide disclose any information concerning the Business, its business or properties or afford any access to its properties, books and records to, or otherwise assist or facilitate any effort relating to an Acquisition Proposal, by any Person. The Seller will immediately cease any existing discussions with any Persons concerning any Acquisition Proposal. The Seller or its shareholders, directors, members, managing members, managers, officers or agents will, as the case may be, promptly notify the Buyer regarding any contact between Seller or its shareholders, directors, members, managing members, managers, officers or agents and any other Person regarding any potential saleinquiry or contact (and any material terms thereof) with respect to an Acquisition Proposal, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of unless inconsistent with the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees fiduciary obligations of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions shareholders, directors, members, managing members, managers, officers and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsagents.

Exclusivity. (a) Prior to the Closing Date and Closing, without the date on which this Purchase Agreement is terminated pursuant to Article VIIIInvestor’s prior written consent, Seller shall not, and shall not permit neither the Company nor any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group toSubsidiaries shall, directly or indirectly, initiatetake (and the Company shall not authorize or permit any directors, discuss officers or continue employees of the Company or, to discussthe extent within the Company’s control, approveother Affiliates or representatives of the Company or any of its Subsidiaries to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or enter into a transaction any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate any of the Transactions or (iii) participate in any way in discussions or negotiations with, or provide furnish any information to, any Person regarding in connection with, or take any potential saleother action to facilitate any inquiries or the making of any proposal that constitutes, assignmentor would reasonably be expected to lead to, transfer or other disposition (including any Acquisition Proposal. Prior to the Closing, the Company shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and employees of a beneficial or economic interest) of all the Company or any portion of its Subsidiaries and, to the extent within the Company’s control, other Affiliates or representatives of the Subject Interest (each such transaction similar Company or any of its Subsidiaries, do not take or do any of the actions referenced in nature the immediately foregoing sentence. Upon execution of this Agreement and prior to the transactions contemplated by this Purchase Agreement being referred Closing, unless the Investor otherwise consents in writing, the Company shall, if applicable, cease immediately and cause to herein as be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an “Alternative Transaction”), other than: (a) discussions and/or a transaction Acquisition Proposal and promptly request that all confidential information with Buyer, Buyer’s limited partners and their respective Affiliates,respect thereto furnished on behalf of the Company be returned. (b) discussions Prior to the Closing, the Company shall, as promptly as practicable (and in no event later than one business day after receipt thereof), advise the Investor of any Acquisition Proposal, potential Acquisition Proposal, or any inquiry received by it relating to any potential Acquisition Proposal and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the material terms of any agreements to which any Seller is party with any Portfolio Company proposal or with any other holder inquiry, including, but not limited to, the identity of securities the Person and its Affiliates making the same, that it may receive in respect of any Portfolio Companysuch Acquisition Proposal, and (e) potential Acquisition Proposal, or inquiry, or of any information requested from it or of any negotiations or discussions being sought to be initiated with Representatives it, shall furnish to the Investor a copy of any such proposal or inquiry, if it is in writing, or a reasonably accurate written summary of any such proposal or inquiry, if it is not in writing, and shall keep the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding Investor informed on a reasonably prompt basis with respect to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller developments with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsforegoing.

Exclusivity. Prior to During the period from the date of this Agreement through the earlier of the Closing Date and or the date on which termination of this Purchase Agreement is terminated pursuant to Article VIIIin accordance with its terms, Seller the Company shall not, and shall cause its officers, directors, employees, agents, representatives and Affiliates (including for this purpose commonly Controlled Affiliates) not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, (a) solicit, initiate, discuss seek, encourage or continue to discusssupport any inquiry, approveproposal or offer from, furnish any information to, or participate in any discussions or negotiations with, any corporation, partnership, person or other entity or group (other than Parent and its Subsidiaries and Representatives) regarding any Acquisition Proposal, (b) enter into a transaction into, continue with or participate in any discussions or negotiations with, or provide any information to, any Person regarding any potential sale, assignment, transfer or (other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller than Parent and its Affiliates; provided that such discussions may not involve consideration of Subsidiaries and Representatives) concerning a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, possible Acquisition Proposal or (c) discussions with current employees enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. During the period from the date of Seller or its Affiliates who are to become members or employees this Agreement through the earlier of the Investment Manager and/or Closing or the employees termination of this Agreement in accordance with its terms, upon receipt by the Portfolio Companies regarding Company or any of its commonly Controlled Affiliates of any offer, proposal, indication of interest, request or inquiry that could reasonably be expected to lead to an Acquisition Proposal, the transactions contemplated hereby and/or the Portfolio, Company shall within one (d1) discussions Business Day (i) notify Parent of its receipt of such Acquisition Proposal and transactions as required by and (ii) communicate to Parent in compliance with reasonable detail the terms of any agreements to which any Seller is party such Acquisition Proposal (including providing Parent with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any a written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions statement with respect to any securities non-written Acquisition Proposal received, which statement must include the terms thereof). In addition, the Company will within one (1) Business Day advise Parent of any material modification or proposed modification to such Acquisition Proposal and any other information necessary to keep Parent informed in all material respects regarding the Portfolio Company that are not Subject Interestsstatus and details of such Acquisition Proposal.

Exclusivity. Prior to From the date of this Agreement until the Closing Date or the earlier termination of this Agreement, the Company and the date on which this Purchase Agreement is terminated pursuant to Article VIII, each Seller shall not, and nor shall not permit any of its Representatives the Company or any employees of Bank of America Corporation’s Global Principal Investment Group to, Seller directly or indirectly, initiatethrough any officer, discuss director, employee, representative or continue to discussagent thereof, approve(a) solicit or encourage the initiation or submission of any inquiries, proposals or enter into a transaction with, or provide any information to, any Person offers regarding any potential saleacquisition, assignmentmerger, transfer or other disposition (including of a beneficial or economic interest) take-over bid, sale of all or any portion substantially all of the Subject Interest (each such transaction similar assets of, or sales of capital stock or other securities of the Company or its Subsidiaries, whether or not in nature writing and whether or not delivered to the shareholders of the Company generally (including by way of a tender offer), or similar transactions contemplated by this Purchase Agreement involving the Company or its Subsidiaries (any of the foregoing inquiries or proposals being referred to herein as an “Alternative TransactionAcquisition Proposal”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, or (b) discussions negotiate with respect to or effect any transaction contemplated by and among an Acquisition Proposal. The Company shall promptly notify the Buyer after receipt of any Acquisition Proposal or any request for nonpublic information relating to the Company or any Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of connection with an acquisition Acquisition Proposal or for access to the properties, books or records of the Subject Interest by an Affiliate Company or that informs the board of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees directors of the Investment Manager and/or Company that the employees Person making the request is considering making or has made an Acquisition Proposal. Such notice to the Buyer shall be made promptly orally and in writing and shall indicate in reasonable detail the identity of the Portfolio Companies regarding offeror and the terms and conditions of such proposal, inquiry or contact. Subject to their fiduciary duties, so long as this Agreement remains in effect and has not been terminated, the board of directors of the Company shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Buyer the approval or recommendation by such board of this Agreement, the agreements contemplated herein or the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Sellerhereby, (ii) approve or recommend, or propose to approve or recommend, any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company Acquisition Proposal (and not, for the avoidance of doubt, with respect to Seller’s ownership interests other than as contemplated in the underlying Subject Interest specificallythis Agreement) or (iii) Seller from taking approve or authorize the entering into any actions agreement with respect to any securities Acquisition Proposal (other than as contemplated in this Agreement). From the date of this Agreement until the Portfolio Company that are not Subject InterestsClosing Date or earlier termination of this Agreement, no Seller will sell or otherwise transfer, or grant any option to purchase, any of such Seller’s Shares to a third party.

Exclusivity. Prior to From the date of this Agreement until the earlier of the Closing Date and the date on which termination of this Purchase Agreement is terminated pursuant to Article VIIIin accordance with its terms, Seller Parent and Merger Sub shall not, and shall use their reasonable best efforts to cause their Representatives not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss (with a third party) or continue negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to discuss, approve, a Parent Acquisition Proposal; (ii) furnish or enter into a transaction disclose any non-public information to any Person in connection with, or provide any information that would reasonably be expected to lead to, a Parent Acquisition Proposal; (iii) enter into any Person Contract regarding a Parent Acquisition Proposal; (iv) prepare or take any potential sale, assignment, transfer or other disposition steps in connection with an offering of any securities of either Parent of the Merger Sub (including of a beneficial or economic interest) of all or any portion Affiliate or successor of either Parent of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”Merger Sub), other than: than the Private Placements and the issuance of shares of Parent Common Stock as Merger Consideration; or (av) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions knowingly facilitate or knowingly encourage any effort or attempt by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition any Person to do or seek to do any of the Subject Interest foregoing. Parent shall (A) notify the Company promptly upon receipt of any Parent Acquisition Proposal by an Affiliate Parent or Merger Sub, and to describe the terms and conditions of Seller, any such Parent Acquisition Proposal in reasonable detail (cincluding the identity of any Person making such Parent Acquisition Proposal) discussions with and (B) keep the Company reasonably informed on a reasonably current employees basis of Seller any modifications to such offer or information. Parent shall, and shall cause its Affiliates who are to become members to, and shall authorize and instruct its Representatives to, immediately cease any and all existing discussions or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party negotiations with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of Person conducted prior to the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller Execution Date with respect to, or which is reasonably likely to the Portfolio Company (and notgive rise to or result in, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsa Parent Acquisition Proposal.

Exclusivity. Prior to Until the Closing Date occurrence of a Seller Termination Event (as defined in Section 10(a) below): (i) Each of the Seller, Chase and McDu▇▇▇▇ ▇▇▇l not (and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall not, will cause each of the Target and shall its Subsidiaries not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly) (A) solicit, initiate, discuss or continue encourage the submission of any proposal or offer from any Person relating to discuss, approvethe acquisition of any capital stock or other voting securities, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any substantial portion of the Subject Interest (each such transaction similar in nature to assets of, any of the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”)Seller, other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller or Target and its AffiliatesSubsidiaries (including any acquisition structured as a merger, consolidation, or share exchange) (a "Sale") or (B) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing; provided that such discussions may (ii) the Seller will not involve consideration of a potential Alternative Transaction vote its Target Shares, and will cause Target not to vote its Licensee Shares, in favor of an any such acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller structured as a merger, consolidation, or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions share exchange; and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) the Seller from taking will notify the Buyer immediately if any actions Person makes any proposal, offer, inquiry, or contact with respect to any securities of the Portfolio Company that foregoing, which notice shall include the identity of the Person making the proposal, offer, inquiry or contact, and a summary of the principal terms thereof. If a Seller Termination Event occurs, the foregoing exclusivity provisions of this Section 5(g) shall no longer apply. During the period from the Seller Termination Event until the earlier of the Closing or the termination of this Agreement, Seller hereby grants to Buyer a right of first refusal in respect of the Assets of the Business. During this period, in the event Seller proposes to enter into a Sale of the Assets of the Business in an arms' length, bona fide transaction, Seller shall deliver notice to Buyer of Seller's intent to sell the Assets to a third party, offering to sell the Assets to Buyer on identical terms and conditions as those to be paid by the proposed third-party purchaser (the "Offer Notice"). The Offer Notice shall describe the terms and conditions of the proposed Sale in reasonable detail. In the event Buyer desires to purchase the Assets of the Business, it shall so notify Seller not later than fourteen (14) days following its receipt of the Offer Notice, and upon the giving of such notice, Seller shall be obligated to sell, and Buyer shall be obligated to purchase, the Assets on the terms and conditions set forth in the Offer Notice. In the event Buyer does not elect to purchase the Assets on the terms and conditions specified in the Offer Notice, Seller may then sell the Assets to the third party offeror, on terms no less favorable than the terms set forth in the Offer Notice. If Seller has not entered into definitive contracts for such Sale and filed long-form applications with the FCC seeking approval of the change in control of the FCC Licenses pursuant to such Sale with sixty (60) days following the expiration of such 14-day period, then any Sale of the Assets would again be subject to the right of first refusal provided in this Section 5(g). Seller shall notify Buyer immediately if any definitive contracts for a Sale are not Subject Interestsexecuted.

Exclusivity. Prior to the Closing Date and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller shall not, and it shall instruct its subsidiaries, and their respective officers, directors, employees, representatives, agents not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss for or continue to discuss, approve, or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and on its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent behalf (i) Seller from responding to initiate, solicit or encourage any inquiries or proposals from that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, or business combination of Seller or any third party regarding of its subsidiaries, or the Subject Interestsale of assets representing a substantial portion of the assets of Seller and its subsidiaries, solely for taken as a whole, or the purposes sale of indicating to such third party that shares of capital stock of Seller is bound or any of its subsidiaries subsidiary, including, without limitation, by exclusivity obligations way of a tender offer or exchange offer by any Person (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written foregoing inquiries or proposals received by Sellerbeing referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide to any commercial banking Person or investment banking activities of entity any Confidential Information or data relating to Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, its subsidiaries for the avoidance purposes of, or otherwise cooperate with or assist or participate in, facilitate or encourage, any inquiries or the making of doubtany Acquisition Proposal, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) agree to, approve or recommend any Acquisition Proposal, or (iv) take any other action inconsistent with the obligations and commitments assumed by Buyer pursuant to this Section 5.4 provided, however, that nothing contained in this Agreement shall prevent Seller or its Board of Directors from taking furnishing Confidential Information to, or entering into discussions or negotiations with, any actions person or entity in connection with an unsolicited bona fide written Acquisition Proposal to Seller or its stockholders, if and only to the extent that (1) the Board of Directors of Seller determines in good faith (after consultation with outside legal counsel) that such action is required for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law, and (2) prior to furnishing such Confidential Information to, or entering into discussions or negotiations with, such person or entity, Seller receives from such person or entity an executed confidentiality agreement. Seller and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations by Seller, its subsidiaries, or any of their respective officers, directors, employees, representatives or agents with any parties conducted heretofore with respect to any securities of the Portfolio Company foregoing. Seller shall (i) promptly notify Buyer in writing after receipt by Seller or any of its subsidiaries or their respective officers, directors, employees, representative or agents of any Acquisition Proposal or any inquiries indicating that are not Subject Interestsany Person is considering making or wishes to make an Acquisition Proposal, which notification shall be in writing and shall contain the principle financial terms of any such Acquisition Proposal, and (ii) promptly notify Buyer in writing after receipt of any request for Confidential Information relating to it or any of its subsidiaries or for access to its or any of its subsidiaries' properties, books or records by any person that may be considering making, or has made, an Acquisition Proposal.

Exclusivity. Prior to (a) From the Execution Date until the earlier of the Closing Date and or the date on which earlier termination of this Purchase Agreement is terminated pursuant to Article VIIIX, each Seller shall notagrees not to, and shall to direct or cause its Affiliates, the Acquired Companies and their respective Representatives not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, take any of the following actions: (i) initiate, discuss solicit, encourage, consider or continue to discussaccept in any way any inquiry, approveoffer or proposal from, or enter into submit any proposal to, any Person or group of Persons other than Buyer, its Affiliates and any of its and their respective Representatives relating to (A) the sale, purchase, acquisition, disposition, lease or exchange (whether by transfer, merger, consolidation or other means) of (1) all or a portion of such Seller’s direct or indirect ownership interest in any applicable Acquired Company, including the Acquired Interests, or (2) any other equity interests in or the assets of any applicable Acquired Company to any Person or group of Persons other than Buyer or any of its Affiliates; (B) the issuance or acquisition of any shares of capital stock or other equity securities in the Acquired Companies; (C) any financing transaction of any kind, other than routine lending arrangements in the ordinary course of the applicable Acquired Companies’ business consistent with past practice; (D) any merger, consolidation, restructuring, recapitalization, equity exchange, liquidation, dissolution or similar transaction involving any Acquired Company; or (E) any other transaction that would require Sellers to abandon the transactions contemplated by this Agreement (each, an “Acquisition Proposal”); (ii) participate in any negotiations or discussions with, or provide furnish any assistance or non-public information to, any Person or group of Persons other than Buyer and its Representatives regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than:Acquisition Proposal; or (aiii) discussions and/or a transaction with Buyerenter into any agreement or understanding, Buyer’s limited partners and their respective Affiliates,whether oral or in writing, to effect an Acquisition Proposal. (b) discussions In addition to the other obligations under this Section 6.11, each Seller shall, as promptly as practicable, advise Buyer orally (in any event, within one (1) Business Day) and in writing (in any event, within three (3) Business Days) after receipt by such Seller of any written Acquisition Proposal, the material terms and among conditions of such written Acquisition Proposal and the identity of the Person making the same. Each Seller agrees that the rights and remedies for noncompliance with this Section 6.11 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and its Affiliates and that money damages would not provide an adequate remedy to Buyer and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller,. (c) discussions with current employees of Seller or its Affiliates who are Subject to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with Section 6.1, the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described Parties agree that nothing in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall this Section 6.11 will limit or prevent restrict (i) any Seller or any of its Affiliates from responding to any inquiries or proposals from any third party regarding engaging in the Subject Interest, solely ordinary course of business for the purposes of indicating Acquired Companies consistent with past practices (which may include dealing with financing parties in connection with the EIF ▇▇▇▇▇ Credit Facility or with the Operator in matters unrelated to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration an Acquisition Proposal) or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller Seller’s or any Affiliates of Seller its Affiliates’ discussions with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsits Representatives.

Exclusivity. Prior to Until the earlier of the Closing Date and the date on which termination of this Purchase Agreement is terminated pursuant to Article VIIIIX, Seller shall not, and shall not authorize or permit any of its Representatives Affiliates or any employees of Bank the other Divesting Entities or any of America Corporation’s Global Principal Investment Group its or their Representatives to, directly or indirectly, (a) encourage, solicit, initiate, discuss respond to (other than solely to decline), facilitate or continue to discuss, approve, inquiries or discussions regarding any Acquisition Proposal; (b) enter into a transaction or participate in any discussions or negotiations with, or provide any information to, any Person regarding concerning a possible Acquisition Proposal; or (c) enter into any potential sale, assignment, transfer agreements or other disposition instruments (including whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates, each other Divesting Entity and all of a beneficial its and their Representatives to immediately cease and cause to be terminated, all existing discussions or economic interestnegotiations with any Persons conducted heretofore with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates or any of its or their Representatives) for the assumption of the Chelsea Lease or the sale of all or any portion material part of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”)Transferred Assets, other than: (a) discussions and/or a transaction with Buyerexcluding any inquiry, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller proposal or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions offer with respect to any securities sale or other disposition of all of substantially all of the Portfolio Company that are not Subject Interests.assets of Seller and all of its Affiliates other than the Transferred Assets and the Chelsea Lease, whether by sale of stock, sale of assets or otherwise, or any merger, consolidation, acquisition of control or other business combination involving Seller and all its Affiliates. In addition to the other obligations under this Section 6.19, Seller shall promptly (and in any event within two Business Days after receipt thereof by Seller or its Representatives) advise Purchaser in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person making the

Exclusivity. Prior to (a) From the date hereof until the earlier of the Closing Date and the date on which termination of this Purchase Agreement is terminated pursuant to Article VIIIAgreement, no Seller shall, and each Seller shall notcause its Subsidiaries and such Seller’s and Subsidiaries’ respective officers, directors, managers, members, partners, employees, representatives and shall agents not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, (i) initiate, discuss solicit, encourage or continue to discussotherwise facilitate any inquiry, approveproposal, offer or discussion with, engage in negotiations or discussions with, or enter into a transaction any agreement or understanding with, or provide any information to, any Person regarding (other than Buyer) concerning any potential sale, assignment, transfer sale or other disposition (including of a beneficial or economic interest) any of all the Acquired Assets, the GDC China Subsidiary, the GDC China Equity, the GDC India Subsidiary, any of the GDC India Assets or any portion of the Subject Interest Customer Contracts or Related Contracts set forth on Schedule 1.1(a) — Part A (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative TransactionProposal”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) furnish any commercial banking or investment banking activities non-public information concerning any of Seller the Acquired Assets, the GDC China Subsidiary, the GDC China Equity, the GDC India Subsidiary, any of the GDC India Assets or any Affiliates of Seller with respect the Assigned Contracts (other than to the Portfolio Company (and not, for Buyer). For the avoidance of doubt, the foregoing shall not apply to any Excluded Contract. (b) Each Seller shall promptly notify any Person (other than Buyer) with respect which discussions or negotiations of the nature described in paragraph (a) above are pending on the date hereof that such Seller is terminating such discussions or negotiations. If, after the date hereof until the Closing, any Seller receives any inquiry, proposal or offer of the nature described in paragraph (a) above, Sellers shall communicate to Seller’s ownership interests Buyer the material terms of any such inquiry, proposal or offer. (c) [Intentionally Omitted.] (d) Any Customer Contract or Related Contract that is or has been provided or made available to any other potential acquiror of any Customer Contract shall be made available to Buyer in the underlying Subject Interest specificallysame form (whether redacted or unredacted) (i) within five (5) days after the date hereof in the case of a Customer Contract or Related Contract that has been provided or made available to such other potential acquiror prior to the date hereof or (iiiii) Seller from taking contemporaneously in the case of a Customer Contract or Related Contract that is provided or made available to such other potential acquiror on or after the date hereof, in either case by the same means (i.e., by posting to the Data Room or delivery of a copy), if a copy of such Customer Contract or Related Contract has not previously or contemporaneously been made available to Buyer in an unredacted, complete and accurate form. If Sellers make any actions Customer Contract or Related Contract available to Buyer by posting such Customer Contract or Related Contract in the Data Room, Sellers shall instruct Intralinks, Inc. to provide its customary notice contemporaneously with respect such posting to any securities all representatives of Buyer that have registered for access to the Portfolio Company that are not Subject InterestsData Room.

Exclusivity. Prior In consideration of the Buyer incurring the expense of instructing its accountants and attorneys to commence their investigations and to proceed with negotiations, the Sellers hereby jointly and severally (and as a separate obligation) the Company undertake to the Closing Date Buyer, with the intention that such undertakings shall constitute a legal obligation binding on the Sellers, as follows:- (a) To procure that any negotiations with third parties for a merger of the Company with or into another entity, the sale or other disposal of a majority of the outstanding shares in the Company or of any material part of the business or assets of the Company or for the issue of shares in the Company or any member of the Group (any such event being referred to as a “Sale” in this paragraph 11), are discontinued immediately. Expressly excluded is the Seller’s efforts currently being undertaken to secure financing for its operations (a “Financing”); (b) For a period from and inclusive of the date on which this Purchase Agreement letter is terminated pursuant countersigned by the Sellers (the “Agreed Period”) until November 30, 2006 or such earlier date as the Buyer shall notify the Sellers that it does not intend to Article VIII, Seller shall not, and shall proceed with the Acquisition not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, to initiate, discuss or continue to discusssolicit, approve, or enter into or take part in any discussions, negotiations or arrangements for or anticipating a transaction with, Sale to or provide with any information to, any Person regarding any potential sale, assignment, transfer entity other than the Buyer or other disposition (including of a beneficial or economic interest) of for all or any portion part of the Subject Interest business or assets to be put under joint ownership or control or to become subject to any joint venture arrangement, restriction pledge or other encumbrance (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein but excluding a Financing as an “Alternative Transaction”set forth above), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller,; (c) During the Agreed Period not to make available (or permit to be made available by any employee, agent or advisor) any information of any nature whatsoever to third parties with whom the Sellers or the Company or their respective advisers may have previously had discussions with current employees of Seller or its Affiliates who are other contact in relation to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio,a proposed Sale (but not a Financing); (d) discussions and transactions as required by and in compliance with During the terms Agreed Period not actively to respond to any proposal or offer from any other person relating to a proposed purchase of the Assets (whether solicited or unsolicited prior to the Agreed Period) (other than to reject the same) or give to any agreements to which other person any Seller is party with any Portfolio information (not being information publicly available) about the Company or directly or indirectly enter into any agreement or arrangement with any other holder of securities of any Portfolio Company, andperson with respect to such a proposal or offer (whether or not such proposal or offer would take place during or after the Agreed Period); (e) discussions To notify the Buyer immediately in writing of any approach (but without any obligation to identify the person making the approach) that is made to the Sellers (or any of them) with Representatives a view to the Sellers entering into or continuing with any negotiations of the sort referred to in sub-paragraph (a) or (b) above; (f) The Mutual Non-disclosure Agreement by and between Buyer and Sellers dated as of September 5, 2006 shall remain in full force and effect upon the execution of this letter pursuant to its terms; If there is a breach by the Sellers of any of the foregoing persons provisions of this paragraph 11 during the Agreed Period, we shall be entitled to withdraw from our review by written notice to the Sellers at the address stated above and entities described if as a result of such breach we shall suffer loss we shall be entitled to receive payment from you of an amount equal to the fees, commissions and expenses which shall have been incurred (including those already incurred at the date hereof) by us up to the date on which we become aware of such breach in foregoing clauses relation to the review and any concurrent negotiations and which we may become liable to pay or reimburse up to a maximum of $10,000. In consideration of the Sellers incurring the expense of instructing their accountants and solicitors in connection with the Investment, the Buyer hereby undertakes to the Sellers and the Company with the intention that such undertakings shall constitute a legal obligation binding on the Buyer that: (ag) through (e). Notwithstanding In the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding event that the Subject Interest, solely approval of the shareholders of the Buyer is required in order for the purposes Buyer to effect the Acquisition and Investment and such approval is not obtained within 45 days of indicating signing the agreement for the Acquisition and Investment, the Sellers shall be entitled to such third party that Seller is bound by exclusivity obligations (without specifying any further details receive payment from the Buyer of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect an amount equal to the Portfolio Company fees, commissions and expenses (but excluding any personal tax advice or services) which shall have been incurred (including those already incurred at the date hereof) by them in relation to the Investment and not, for any concurrent negotiations and which the avoidance Sellers may become liable to pay or reimburse up to a maximum of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interests$10,000.

Exclusivity. Prior Commencing on the date hereof and until the earlier to occur of the Closing Date or the date of termination of this Agreement pursuant to its terms, Seller and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller Shareholders shall not, not (and shall will not permit any affiliate, subsidiary, employee, officer, director, shareholder, agent or other Person acting on its behalf to) discuss or negotiate with any other Person a possible sale of its Representatives all or any employees part of Bank the issued and outstanding securities of America Corporation’s Global Principal Investment Group toSeller or the Specified Assets (other than the sales of inventory in the ordinary course of business consistent with past practice), directly or indirectlywhether such transaction takes the form of a sale of stock, initiatemerger, discuss or continue to discussliquidation, approvedissolution, reorganization, recapitalization, consolidation, sales of assets, or enter into a transaction withotherwise (an “Acquisition Proposal”), or provide any information toto any other Person concerning Seller (other than information which Seller provides to other Persons in the ordinary course of business consistent with past custom and practice, any Person regarding any potential saleso long as Seller has no reasonable basis to believe that the information will be utilized to evaluate an Acquisition Proposal). Each of Seller, assignmentthe Shareholders and each affiliate, transfer employee, officer, director, shareholder, agent, or other disposition (including of a beneficial Person acting on its or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: their behalf (a) discussions and/or a transaction with Buyerdo not have any agreement, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller arrangement or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions understanding with respect to any securities Acquisition Proposal (other than with Buyer or pursuant to confidentiality agreements entered into with various third parties on or prior to date hereof regarding potential Acquisition Proposals); (b) shall cease and cause to be terminated any and all discussions with third parties regarding any Acquisition Proposal, and (c) shall promptly notify Buyer of the Portfolio Company that are not Subject Interestsany Acquisition Proposal, or any inquiry or contact with any Person or entity with respect thereto.

Exclusivity. Prior to the Closing Date and (a) From the date on which this Purchase Agreement is terminated pursuant to Article VIIIhereof until the Closing, Seller Dover shall not, and shall not permit cause its Affiliates and any officers, directors, employees, representatives or agents of Dover or any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group Affiliates not to, directly or indirectly, (i) initiate, discuss solicit, knowingly encourage or continue otherwise knowingly facilitate any inquiry, proposal, offer or discussion with any party (other than Buyer or its representatives) concerning any acquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale of material assets or similar business transaction involving any Acquired Business or Acquired Company, (ii) furnish any information concerning the business, properties or assets of the Acquired Businesses, any Acquired Company or the Acquired Shares to discuss, approve, any party (other than Buyer or its representatives) in connection with any such transaction or (iii) engage in negotiations or enter into a transaction with, any agreement with any party (other than Buyer or provide its representatives) concerning any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,transaction. (b) To the extent it has not done so prior to the date of this Agreement, Dover shall, as soon as reasonably practicable following the date hereof (and in any event, within two (2) business days), notify any party, if any, with which discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition or negotiations of the Subject Interest by an Affiliate of Seller, nature described in Section 4.7(a) were pending at any time during the six (c6) discussions with current employees of Seller or its Affiliates who are to become members or employees month period ending as of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements date hereof to which any Seller is party with any Portfolio Company return or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller destroy all confidential information with respect to the Portfolio Company Acquired Businesses provided by Dover or its representatives to such party or such party’s representatives. If, after the date hereof but prior to the Closing Date, Dover or any of its Affiliates receives any inquiry, proposal or offer of the nature described in Section 4.7(a), Dover shall, as soon as reasonably practicable after such receipt (and notin any event, for within two (2) business days), notify Buyer of such inquiry, proposal or offer, but shall not be required to disclose the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities identity of the Portfolio Company that are not Subject Interestsother party and the terms of such inquiry, proposal or offer.

Exclusivity. Prior Until this Agreement has been terminated in accordance with its terms, each Party agrees that it will not, and shall cause any of their respective affiliates, representatives, officers, directors, agents or stockholders not to, (a) enter into any arrangement, agreement, understanding or negotiations with respect to a possible Target Acquisition, with any other Person, including Target (other than with respect to the Closing Date and Target Acquisition), nor (b) enter into any agreement, arrangement, understanding or negotiations with any other Person, including Target (other than with respect to the date on which Target Acquisition), with respect to (i) the acquisition of only the Nonwoven Business or only the Apparel Fabric Business, or any portion of the assets, operations, business or any securities of Target or any similar transaction, however structured, or (ii) the investment in any other Person (other than through DTA or an affiliate of PGI or TIG formed for the purpose of the Target Acquisition) formed for any such purpose; PROVIDED, that in the event this Purchase Agreement is terminated pursuant to Article VIIIclause (c) of Section 14 below, Seller the provisions of the first sentence of this Section 1 shall survive for two months following the date of such termination. Following the consummation of the Target Acquisition, PGI agrees that until the termination of this Agreement it will not, and shall cause its representatives, officers, directors, agents, stockholders or controlled affiliates, including Target, not permit any of its Representatives or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any non-public information to, to any Person regarding in connection with any potential sale, assignment, transfer offer or other disposition (including of a beneficial or economic interest) of proposal to acquire all or any portion of the Subject Interest (each such transaction similar in nature assets, operations, business, or securities related to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners Apparel Fabric Business. PGI will not and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition following consummation of the Subject Interest by an Affiliate Target Acquisition will cause Target not to, enter into any agreement, arrangement or understanding requiring it to abandon or terminate the Transaction (other than any agreement, arrangement or understanding with any governmental or regulatory body or agency). Each of Seller, (c) discussions with current employees of Seller or its Affiliates who are PGI and GL represents to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller other Party that neither is party with any Portfolio Company to or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller agreement with respect to the Portfolio Company Target Acquisition other than this Agreement. The term "Person" in this Agreement will be interpreted broadly to include, without limitation, any corporation, company (and notincluding limited liability company), for the avoidance of doubtpartnership, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) joint venture or (iii) Seller from taking any actions with respect to any securities of the Portfolio Company that are not Subject Interestsindividual.

Exclusivity. Prior (i) During the Pre-Closing Period, neither Equityholder nor any Alta Company shall enter into negotiations or any agreement regarding the terms of any sale of all or substantially all, of the Equity Interests or assets of any Alta Company (except for dispositions of inventory and assets in the Ordinary Course of Business), whether such transaction takes the form of a sale of Company Capital Stock, merger, reorganization, recapitalization, sale of assets or otherwise (“Alternative Acquisition”), with any Person other than Parent, its Affiliates and their representatives. (ii) Equityholder, each Alta Company and its and their Affiliates and their respective directors, officers, managers, principals, partners, members, employees, agents, consultants, lenders, financing sources, advisors, accountants, or other representatives shall immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Alternative Acquisition, or any inquiry or proposal that may reasonably be expected to result in an Alternative Acquisition, request the prompt return or destruction of all confidential information previously furnished with respect to an Alternative Acquisition (except to the Closing Date extent required by Law or internal compliance policies or procedures) and immediately terminate all physical and Data Room access previously granted to any Person with respect to an Alternative Acquisition. (iii) Equityholder and the date on which this Purchase Agreement is terminated pursuant to Article VIII, Seller Company shall not, notify Parent promptly (and shall not permit in any event within one (1) Business Day) orally and in writing after they obtain Knowledge of the receipt by the Company (or any of its Representatives directors, officers, managers, principals, partners, members, employees, agents, consultants, lenders, financing sources, advisors, accountants or other representatives) of any proposal for an Alternative Acquisition or any employees request that is received after the date of Bank this Agreement from any Person for non-public information relating to the Alta Companies or for access to the business, properties, assets, books or records of America Corporation’s Global Principal Investment Group tothe Alta Companies in each case, related to an Alternative Acquisition or, to the Knowledge of the Company, that is to be used for the purposes of making a proposal for an Alternative Acquisition. In such notice, Equityholder and the Company shall identify the third party making, and details of the material terms and conditions of, any such proposal for an Alternative Acquisition or request. Equityholder and the Company shall notify Parent promptly (and in any event within one (1) Business Day) of any material amendments or proposed amendments as to price and other material terms thereof. Furthermore, Equityholder and the Company shall promptly (and in any event within one (1) Business Day) after receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material transaction agreements accompanying such proposal for an Alternative Acquisition or request (including any written, or electronic material to the extent such material contains any financial terms, conditions or other material terms relating to any proposal for an Alternative Acquisition, including the financing thereof). (iv) Equityholder and the Company acknowledges and agrees that it is aware, and that the Company and each of its Affiliates and representatives is aware (or upon receipt of any material nonpublic information of Parent, will be advised), of the restrictions imposed by the United States federal securities Laws and other applicable foreign and domestic Laws on Persons possessing material nonpublic information about a public company. Equityholder and the Company hereby agree, for itself and on behalf of each of its Affiliates and representatives, that while any of them are in possession of such material nonpublic information, none of such Persons shall, directly or indirectly, initiateacquire, discuss offer or continue propose to discussacquire, approveagree to acquire, sell or enter into a transaction with, or provide any information to, any Person regarding any potential sale, assignment, transfer or other disposition (including offer or propose to sell or transfer any securities of a beneficial or economic interest) of all or any portion of the Subject Interest (each Parent, communicate such transaction similar in nature information to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of Person, take any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any Affiliates of Seller other action with respect to the Portfolio Company (and notParent, for the avoidance of doubt, with respect or cause or encourage any Person to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking do any actions with respect to any securities of the Portfolio Company that are not Subject Interestsforegoing.

Exclusivity. Prior From and after the date hereof (and, with respect to the Shareholders’ Representative, from and after the date of effectiveness of Shareholder approval of this Agreement) until the earlier of (a) the Closing Date or (b) the termination of this Agreement pursuant to Section 7.1 hereof (“Exclusivity Period”), neither the Company, GFA Brands nor the Shareholders’ Representative (acting in any capacity, including individually on its own behalf) shall solicit, negotiate, act upon or entertain in any way an offer from any other Person to purchase all or any part of the securities or assets of the Company or GFA Brands (other than sales of assets in immaterial amounts or in the normal and ordinary course of business of the Company), or furnish any information to any other Person in that regard. The Company will promptly (within 24 hours) notify Parent upon receipt of any unsolicited offer to purchase any such securities, assets, or any portion thereof, and further will notify Parent of the proposed terms and conditions thereof. In addition, the Company, GFA Brands and the date on which this Purchase Agreement is terminated pursuant Shareholders’ Representative will immediately terminate and cease any existing discussions, negotiations, or other activities with respect to Article VIII, Seller shall not, and shall not permit the sale of any of its Representatives securities or all or any employees material part of Bank the assets of America Corporation’s Global Principal Investment Group to, directly the Company or indirectly, initiate, GFA Brands other than sales of assets in the normal and ordinary course of business consistent with past practices. The Company hereby represents and warrants that neither it nor GFA Brands is obligated to sell to or discuss or continue to discuss, approve, or enter into a transaction with, or provide with any information to, any Person regarding any other potential sale, assignment, transfer or other disposition (including of a beneficial or economic interest) purchaser the sale of all or any portion of the Subject Interest (each such transaction similar in nature to securities or all or any material part of the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”)assets of the Company or GFA Brands, other than: (a) discussions and/or a transaction than sales of assets in the normal and ordinary course of business consistent with Buyerpast practices. During the Exclusivity Period, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may Parent will not involve consideration of a potential Alternative Transaction solicit, negotiate, investigate, act upon or entertain in favor of an acquisition of any way the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms purchase of any agreements to which any Seller is party with any Portfolio Company or with any business (other holder of securities of any Portfolio than the Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoingIn addition, nothing contained herein shall limit Parent will, and will cause its respective officers, directors, affiliates and agents to, immediately terminate and cease any existing discussions, negotiations, or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking other activities of Seller or any Affiliates of Seller with respect to the Portfolio Company (and not, for the avoidance purchase of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities or all or any material part of the Portfolio Company that are not Subject Interestsassets of any other business (other than the Company).

Exclusivity. Prior to Until the Closing Date and the date on which occurs or this Purchase Agreement is terminated pursuant to Article VIIIin accordance with its terms, Seller shall not, covenants and shall not permit agrees that neither Seller nor any of its Representatives equityholders, managers, members, consultants, agents or any employees of Bank of America Corporation’s Global Principal Investment Group tootherwise will, directly or indirectly, initiate(i) solicit, discuss initiate or continue to discussencourage the submission of inquiries, approve, proposals or enter into a transaction with, or provide any information to, offers from any Person regarding other than Purchaser, Purchaser Parent or their Affiliates or representatives relating in any potential saleway to (a) any investment in the Seller, assignment(b) any acquisition of direct or indirect control of the Seller, (c) the purchase of any of the Purchased Assets, except for inventory sold in the ordinary course of business, (d) the entering into any lease, exchange, mortgage, pledge, transfer or other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”)Purchased Assets, other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of any business combination or other transaction involving the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals from any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligationsSeller, including the duration without limitation, any merger, consolidation, acquisition, tender or expiration thereof); providedexchange offer purchase, that Seller provides Buyer with prompt notice re capitalization, reorganization, dissolution, liquidation, or issuance or disposition of any written inquiries nature or proposals received by Sellerother transaction which would involve the Seller (each, an “Acquisition Proposal”), (ii) participate in any commercial banking discussions or investment banking activities negotiations regarding an Acquisition Proposal or furnish to any Person any information for any purpose inconsistent with the foregoing, (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing or (iv) formulate or disclose any intention, plan or arrangement inconsistent with the foregoing. Seller will (A) immediately notify Purchaser in writing if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested by any Person with respect to any Acquisition Proposal or proposal which could lead to an Acquisition Proposal, (B) immediately notify Purchaser of all material terms of any Acquisition Proposal including the identity of the Person making the Acquisition Proposal or the request for information, and (C) in the event a third party makes a written offer or proposal to the Seller or any Affiliates of the members of Seller with respect to any Acquisition Proposal, the Portfolio Company (Seller will promptly send to Purchaser a complete copy of any such written offer or proposal. The Seller shall, and notshall use commercially reasonable efforts to ensure that its managers, for members, employees, investment bankers, attorneys, accountants and other agents, immediately cease and cause to be terminated all discussions and negotiations that have taken place prior to the avoidance of doubtdate hereof, if any, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or (iii) Seller from taking any actions Persons with respect to any securities of the Portfolio Company that are not Subject InterestsAcquisition Proposal.