Common use of Go-Shop Period Clause in Contracts

Go-Shop Period. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of the Prior Agreement and continuing until 11:59 p.m. (Nashville time) on the 30th calendar day after the date of the Prior Agreement (the “Go-Shop Period”), the Company and its Subsidiaries and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to: (i) initiate, solicit, facilitate and encourage (publicly or otherwise) any inquiry or the making of any proposals or offers that could constitute Acquisition Proposals, including by way of providing access to non-public information to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, are not materially less favorable individually and in the aggregate to the Company than those contained in the Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal privately, and that the Company may waive any such terms in any existing confidentiality agreements) (an “Acceptable Confidentiality Agreement”); provided that the Company shall make available Parent and Merger Sub (through an electronic data site or otherwise) concurrently with providing such information to any such Person(s), any non-public information concerning the Company or its Subsidiaries that the Company provides to any Person given such access that was not previously made available to Parent and Merger Sub, and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Person or Group and their Representatives and their prospective equity and debt financing sources with respect to any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals. The Company agrees that it and its Subsidiaries will not enter into any confidentiality agreement or other agreement with any Person subsequent to the date of the Prior Agreement which prohibits the Company from providing any information to Parent and Merger Sub in accordance with this Section 6.2.

Go-Shop Period. Notwithstanding anything any other provision of this Agreement to the contrary contained in this Agreementcontrary, during the period beginning on the date of the Prior this Agreement and continuing until midnight, New York time, on January 22, 2018 (i.e., one minute after 11:59 p.m. (Nashville p.m., New York time, on January 22, 2018) on the 30th calendar day after the date of the Prior Agreement (the “Go-Shop Period”), the Company and its Subsidiaries and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives shall have the right to, directly or indirectly: (i) initiatesolicit or initiate Acquisition Proposals (or inquiries, solicit, facilitate and encourage (publicly or otherwise) any inquiry or the making of any proposals or offers that could constitute may reasonably be expected to lead to an Acquisition ProposalsProposal), including by way of providing access to non-public information to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, are not materially less favorable individually and in the aggregate to the Company than those contained in the Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal privately, and that the Company may waive any such terms in any existing confidentiality agreements) (an “Acceptable Confidentiality Agreement”); provided that the Company shall make available provide to the Parent and Merger Sub (through an electronic data site or otherwise) concurrently with providing such information to any such Person(s), any material non-public information concerning of the Company or its Subsidiaries that the Company provides is provided to any such Person given such access that was not previously made available to the Parent and Merger Subprior to, or substantially concurrently with, the time it is provided to such Person, and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Person or Group and their Representatives and their prospective equity and debt financing sources with respect to any Acquisition Proposals (or for the purpose of encouraging or facilitating an Acquisition Proposal) and otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations negotiations, but without sharing any material non-public information unless the party has executed and delivered to the Company an Acceptable Confidentiality Agreement. For purposes of clarity, the Company’s obligations under Section 6.1(b) shall commence with respect to each Person upon the expiration of the Go-Shop Period unless the Company Board or any effort committee or attempt subcommittee thereof has determined that such Person constitutes a Qualified Person prior to make the expiration of the Go-Shop Period. Promptly following the expiration of the Go-Shop Period, the Company shall terminate all access of any Acquisition Proposals. The Company agrees that it Person (other than the Parent and its Subsidiaries will not enter into Representatives and the Qualified Persons and their respective Representatives) to any electronic data room maintained by, or on behalf of, the Company with respect to the transactions contemplated by this Agreement and request each Person (other than the Parent and its Representatives and the Qualified Persons and their respective Representatives) that has executed a confidentiality agreement with the Company in connection with such Person’s consideration of making an Acquisition Proposal to promptly return or other agreement with any destroy all non-public information furnished to such Person subsequent to the date by or on behalf of the Prior Agreement which prohibits the Company from providing Company, subject to any information to Parent and Merger Sub record retention provisions set forth in accordance with this Section 6.2such confidentiality agreements.

Go-Shop Period. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of the Prior this Agreement and continuing until 11:59 p.m. (Nashville time) on the 30th calendar day after the date of the Prior this Agreement (the “Go-Shop Period”), the Company and its Subsidiaries and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to: (i) initiate, solicit, facilitate and encourage (publicly or otherwise) any inquiry or the making of any proposals or offers that could constitute Acquisition Proposals, including by way of providing access to non-public information to any Person and its Representativesrepresentatives, its Affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, are not materially less favorable individually and in the aggregate to the Company than those contained in the Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal privately, and that the Company may waive any such terms in any existing confidentiality agreements) (an “Acceptable Confidentiality Agreement”); provided that the Company shall make available Parent and Merger Sub to the Purchaser Entities (through an electronic data site or otherwise) concurrently with providing such information to any such Person(s), any non-public information concerning the Company or its Subsidiaries that the Company provides to any Person given such access that was not previously made available to Parent and Merger Subthe Purchaser Entities, and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Person or Group and their Representatives and their prospective equity and debt financing sources with respect to any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals. The Company agrees that it and its Subsidiaries will not enter into any confidentiality agreement or other agreement with any Person subsequent to the date of the Prior Agreement hereof which prohibits the Company from providing any information to Parent and Merger Sub the Purchaser Entities in accordance with this Section 6.25.2.

Go-Shop Period. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of the Prior this Agreement and continuing until 11:59 p.m. (Nashville timeEastern Time) on the 30th calendar day after the date of the Prior Agreement March 31, 2013 (the “Go-Shop Period”), which may be extended by the Go-Shop Extension Period (as defined below), the Company and its Subsidiaries the Company Subsidiary and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) the Company Representatives shall have the right to: (i) initiate, solicit, facilitate solicit and encourage any offers, proposals or other inquiries or expressions of interest with respect to an Acquisition Proposal, the request of any non-public information from, or the seeking of any initiation or continuation of discussions or negotiations with the Company or any Company Representative on or following the date hereof (publicly or otherwiseany of the foregoing other than an Acquisition Proposal, an “Inquiry”) any inquiry or the making of any proposals or offers that could constitute Acquisition Proposals, including by way of providing access to non-public information to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, are not materially less favorable individually and in the aggregate to the Company than those contained in the an Acceptable Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement agreements need not prohibit the making or amendment of an Acquisition Proposal privately, and that the Company may waive any such terms in any existing confidentiality agreements) (an “Acceptable Confidentiality Agreement”Proposal); provided provided, however, that the Company shall promptly make available to Parent and the Merger Sub (through an electronic data site or otherwise) concurrently with providing such information to any such Person(s), any material non-public information concerning the Company or its Subsidiaries the Company Subsidiary that the Company provides to any Person given such access that was not previously made available to Parent and or the Merger Sub, and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Person Persons or Group and their Representatives and their prospective equity and debt financing sources groups of Persons with respect to any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, and (iii) having complied with Section 5.5(e), authorize, adopt, approve, recommend, or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) any such Acquisition Proposal. The If the Company agrees that it and its Subsidiaries will receives any Acquisition Proposals during the Go-Shop Period from any Excluded Parties, the Company may extend the Go-Shop Period for a period of time not enter into to exceed ten (10) calendar days in order to continue discussions with such Excluded Parties (the “Go-Shop Extension Period”). “Excluded Parties” shall mean any confidentiality agreement or other agreement with any Person subsequent to Persons from whom the Company has received, after the date of this Agreement and prior to the Prior Agreement which prohibits end of the Go-Shop Period (without regard to any Go-Shop Extension Period), Acquisition Proposals that the Company Board determines in good faith, prior to or as of the end of the Go-Shop Period (without regard to any Go-Shop Extension Period), and after consultation with the Company’s financial advisor and outside legal counsel, constitute or reasonably could be expected to lead to Superior Proposals; provided however, that, notwithstanding anything to the contrary contained in this Agreement such Persons shall cease to be “Excluded Parties” at 12:00 a.m. (Eastern Time) on April 1, 2013 unless prior to April 1, 2013, the Company has received from providing such Persons Acquisition Proposals that the Company Board determines, in good faith prior to April 1, 2013 and after consultation with the Company’s financial advisor and outside legal counsel constitute Superior Proposals, and; provided, further, that any information such Persons shall cease to Parent and Merger Sub in accordance with this Section 6.2be “Excluded Parties” at any such time as such Persons cease to actively pursue efforts to acquire the Company.

Go-Shop Period. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of the Prior this Agreement and continuing until 11:59 p.m. (Nashville Eastern time) on the 30th calendar day after the date of the Prior Agreement June 24, 2016 (the “Go-Shop Period”), the Company and its Subsidiaries and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to: (i) initiate, solicit, facilitate solicit and encourage (publicly or otherwise) any inquiry or the making of any proposals proposal or offers offer that could constitute constitutes an Acquisition ProposalsProposal, including by way of providing access to non-public information to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains agreements on customary terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, are not materially less more favorable individually and in the aggregate to the Company such Person than those contained in the Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement need does not restrict or prohibit the making or amendment of an Acquisition Proposal privately, and that the Company may waive any such terms in any existing confidentiality agreements) from complying with this Agreement (an “Acceptable Confidentiality Agreement”); provided, that (A) a copy of the Acceptable Confidentiality Agreement is provided that to Parent promptly (and in any event within twenty-four (24) hours) after execution thereof, (B) the Company shall make available promptly (and in any event within twenty-four (24) hours thereafter) provide to Parent and Merger Sub (through an electronic data site or otherwise) concurrently with providing such information to any such Person(s), any material non-public information concerning the Company or its Subsidiaries that the Company provides to any Person given Person, but only if and to the extent such access that information was not previously made available to Parent and Merger Sub(C) the Company and its Representatives shall withhold such portions of the information and data to the extent relating to any pricing or other matters that are highly sensitive or competitive in nature from any Person who is a direct competitor, supplier or customer of the Company or any of its Subsidiaries or any Person known to the Company or its financial advisor to be an Affiliate of any of the foregoing (it being understood that, unless otherwise known, the Company shall not be required to conduct any diligence other than requesting a written confirmation from such Person that they do not have such an Affiliate) (collectively, “Restricted Bidders”), except to a Restricted Bidder who has (x) submitted a bona fide written Acquisition Proposal that is not withdrawn and that did not result from a breach of Section 6.2 and that constitutes a Superior Proposal and (y) certified to the Company in writing that it has substantially completed legal, financial and accounting due diligence (other than with respect to such withheld information and data) (a “Qualified Bidder”), in which case, such disclosure shall be subject to an Acceptable Confidentiality Agreement and pursuant to customary “clean-room” or other appropriate procedures, and (ii) engage or in, enter into, continue or otherwise participate in any discussions or negotiations with any Person Persons or Group and their Representatives and their prospective equity and debt financing sources groups of Persons with respect to any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals. The Company agrees that it and its Subsidiaries will not enter into any confidentiality agreement or other agreement with any Person subsequent to the date of the Prior Agreement which prohibits the Company from providing any information to Parent and Merger Sub in accordance with this Section 6.2.

Go-Shop Period. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of the Prior this Agreement and continuing until 11:59 p.m. (Nashville Eastern time) on the 30th 45th calendar day after the date of the Prior this Agreement (the “Go-Shop Period”), the Company and its Subsidiaries subsidiaries and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to: (i) initiate, solicit, facilitate solicit and encourage (publicly or otherwise) any inquiry or the making of any proposals or offers that could constitute Acquisition Proposals, including by way of providing access to non-public information to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources person pursuant to (but only pursuant to) a confidentiality agreement that contains on customary terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, are not materially less more favorable individually and in the aggregate to the Company such person than those contained in the KKR/Centerview Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement agreements need not prohibit the making or amendment of an Acquisition Proposal privately, and that the Company may waive any such terms in any existing confidentiality agreementsProposal) (an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly make available to Parent and Merger Sub (through an electronic data site or otherwise) concurrently with providing such information to any such Person(s), any material non-public information concerning the Company or its Subsidiaries subsidiaries that the Company provides to any Person person given such access that was not previously made available to Parent and or Merger Sub, and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Person persons or Group and their Representatives and their prospective equity and debt financing sources groups of persons with respect to any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals. The Company agrees that it and , including through the waiver or release by the Company, at its Subsidiaries will not enter into sole discretion, of any confidentiality agreement preexisting standstill or other agreement similar agreements with any Person subsequent persons solely to the date of the Prior Agreement which prohibits extent necessary to permit such person to make or amend an Acquisition Proposal or otherwise engage with the Company from providing any information in discussions regarding an Acquisition Proposal or a proposal that could reasonably be expected to Parent and Merger Sub in accordance with this Section 6.2lead to an Acquisition Proposal.

Go-Shop Period. Notwithstanding anything to the contrary contained set forth in this Agreement, during the period beginning on the date of the Prior Agreement and continuing until 11:59 p.m. (Nashville time) on the 30th calendar day after the date of the Prior Agreement (the “Go-Shop Period”) beginning on the date of this Agreement and continuing until 12:00 p.m., Eastern time on November 19, 2019 (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives shall have the right to: (i) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and encourage (publicly in accordance with, an Acceptable Confidentiality Agreement, furnish to any Person any non-public information relating to the Company Group or otherwise) afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposals or offers proposal that could constitute Acquisition Proposals, including by way of providing access would reasonably be expected to non-public information lead to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, are not materially less favorable individually and in the aggregate to the Company than those contained in the Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal privatelyProposal, and provided, however, that the Company may waive will promptly (and in any event within 24 hours) provide to Parent, or provide Parent electronic access to, any such terms in any existing confidentiality agreements) (an “Acceptable Confidentiality Agreement”); provided that the Company shall make available Parent and Merger Sub (through an electronic data site or otherwise) concurrently with providing such information to any such Person(s), any non-public information concerning the Company Group that is provided to any such Person or its Subsidiaries that the Company provides to any Person given such access Representatives that was not previously made available provided to Parent and Merger Sub, or its Representatives; and (iiiii) participate or engage or enter into, continue or otherwise participate in any discussions or negotiations with any Person or Group and their Representatives and their prospective equity and debt financing sources with respect to an Acquisition Proposal and, provided further, that the Company and its Representatives may not provide such Persons with any Acquisition Proposals non-public information of or otherwise cooperate with or assist or participate inrelating to Parent, or facilitate any such inquiries, proposals, discussions or negotiations Merger Sub or any effort of their respective Affiliates or attempt to make Representatives. On the No-Shop Period Start Date, the Company shall notify Parent in writing of (x) the identity of each Exempted Party, (y) the number and identity of any parties with which the Company entered into an Acceptable Confidentiality Agreement and (z) the number and identity of any parties that submitted an Acquisition Proposals. The Company agrees that it and its Subsidiaries will not enter into any confidentiality agreement or other agreement with any Person subsequent to Proposal after the date of this Agreement and prior to the Prior Agreement No-Shop Period Start Date, each of which prohibits notices shall include the Company from providing any documents and information contemplated by Section 5.3(f)(ii), Section 5.3(f)(iii) and Section 5.3(f)(iv) to Parent and Merger Sub in accordance with this Section 6.2the extent not previously provided to Parent.

Go-Shop Period. (a) Notwithstanding anything any other provision of this Agreement to the contrary contained in this Agreementcontrary, during the period beginning on the date of the Prior Agreement and continuing until 11:59 p.m. (Nashville time) on the 30th calendar day after the date of the Prior Agreement (the “Go-Shop Period”)) beginning on February 11, 2008 and continuing until 11:59 p.m. (EST) on the day prior to the Closing, the Company and its the Company Subsidiaries and their respective officers, directors, officers, employees, Affiliatesconsultants, investment bankersagents, attorneysadvisors, accountants affiliates and other advisors or representatives (collectively, “Representatives”) shall have the right toto directly or indirectly: (i) initiate, solicit, facilitate solicit and encourage Company Transaction Proposals (publicly or otherwise) any inquiry or the making of any proposals or offers that could constitute Acquisition Proposalsas hereinafter defined), including by way of providing access to non-public information to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) one or more customary confidentiality agreements and eliminating any existing standstill clause of which the Company is a confidentiality agreement beneficiary, or any other burden or restriction that contains terms limiting the use and disclosure of non-public information and imposing standstill obligations that, would prohibit or inhibit any person actually or potentially interested in each case, are not materially less favorable individually and in the aggregate making an offer to the Company than those contained in the Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that from pursuing such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal privately, and that the Company may waive any such terms in any existing confidentiality agreements) (an “Acceptable Confidentiality Agreement”)offer; provided that the Company shall make available Parent and Merger Sub (through an electronic data site or otherwise) concurrently with providing such information promptly provide to each of the Investors any such Person(s), any material non-public information concerning the Company or its Subsidiaries any Company Subsidiary that the Company provides is provided to any Person person given such access that was not previously made available provided to Parent and Merger Sub, the Investors; and (ii) engage or enter into, continue or otherwise participate in any into and maintain discussions or negotiations with any Person or Group and their Representatives and their prospective equity and debt financing sources with respect to any Acquisition Company Transaction Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or negotiations. (b) Notwithstanding any effort or attempt other provisions of this Agreement to make the contrary, if, at any Acquisition Proposals. The time prior to the Closing, the Company agrees that it and its Subsidiaries will not receives a Company Transaction Proposal which the Board of Directors of the Company concludes in good faith constitutes a Superior Proposal, the Board of Directors of the Company may terminate this Agreement prior to the Closing to contemporaneously enter into a definitive agreement implementing such Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to the foregoing, and any confidentiality agreement purported termination pursuant to the foregoing shall be void and of no force or other effect, unless prior to or concurrently with such termination the Company transmits the Termination Fee payable pursuant to Section 5.2; and provided, further, that the Board of Directors may not terminate this Agreement pursuant to the foregoing unless: (i) the Company shall have provided prior written notice to the Investors, at least forty-eight (48) hours in advance (the “Notice Period”), of its intention to terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, which notice shall (A) specify the material terms and conditions of any Person subsequent to the date of the Prior Agreement which prohibits the Company from providing any information to Parent and Merger Sub in accordance with this Section 6.2.such Superior 40

Go-Shop Period. Notwithstanding anything any other provision of this Agreement to the contrary contained in this Agreementcontrary, during the period beginning on the date of the Prior Agreement and continuing until 11:59 p.m. (Nashville time) on the 30th calendar day after the date of the Prior Agreement (the “Go-Shop Period”), the Company and its Subsidiaries and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives shall have the right toto directly or indirectly: (i) initiate, solicit, facilitate and encourage (publicly solicit or otherwise) initiate any inquiry inquiries or the making of any proposals proposal or offers offer that constitutes, or could constitute reasonably be expected to lead to, an Acquisition ProposalsProposal, including by way of providing access furnishing to any Person any non-public information concerning the Company or its Subsidiaries, and (ii) continue and otherwise participate in any discussions or negotiations regarding, and furnish to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains terms limiting the use and disclosure of any non-public information and imposing standstill obligations that, in each case, are not materially less favorable individually and in the aggregate to concerning the Company than those contained in or its Subsidiaries for the Confidentiality Agreement and purpose of encouraging or facilitating, any proposal or offer that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement need not prohibit the making constitutes, or amendment of could reasonably be expected to lead to, an Acquisition Proposal privately, and that the Company may waive any such terms in any existing confidentiality agreements) (an “Acceptable Confidentiality Agreement”)Proposal; provided that in either case, the Company shall promptly provide or make available (and in any event within one (1) Business Day) to the Parent and Merger Sub (through an electronic data site any information concerning the Company or otherwise) concurrently with providing such information its Subsidiaries that is provided to any such Person(s), Person that was not previously provided or made available to the Parent or its Representatives and any non-public information concerning the Company or its Subsidiaries that the Company provides is provided to any Person given shall be subject to an Acceptable Confidentiality Agreement. If prior to the expiration of the Go-Shop Period, the Company has received an Acquisition Proposal that the Company Board determines in good faith constitutes, or would be reasonably expected to lead to, a Superior Proposal from an Extended Go-Shop Party (provided, that if financing is required as a condition to such access that was not previously made available third party’s obligations under such Acquisition Proposal such third party shall have (A) entered into binding commitments for equity financing in an amount at least equal to Parent and Merger Sub, the lesser of (1) the total amount of such required financing and (ii2) engage or enter intothe aggregate amount covered under the Equity Commitment Letter and (B) received draft debt commitments (which, for the avoidance of doubt, need not have been executed) with respect to any amount of such financing that is not covered by such binding equity commitments) (a “Qualified Extended Go-Shop Proposal”), the Company and its Subsidiaries and Representatives shall have the right to continue or otherwise furnish non-public information concerning the Company or its Subsidiaries and participate in any discussions or negotiations with any Person or Group and their Representatives and their prospective equity and debt financing sources with respect to any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any solely regarding such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition ProposalsQualified Extended Go-Shop Proposal from such Extended Go-Shop Party until the expiration of the Extended Go-Shop Period. The Company agrees that it shall not, and shall cause its Subsidiaries will not to, enter into any confidentiality agreement or other agreement with any Person subsequent pursuant to the date of the Prior Agreement this Section 6.1 which prohibits the Company or its Representatives from providing any such information to the Parent and Merger Sub in accordance with that is required to be disclosed pursuant to this Section 6.26.1. As promptly as reasonably practicable, and in any event within one (1) Business Day following the expiration of the Go-Shop Period, the Company shall deliver to the Parent a written notice setting forth the identity of each Extended Go-Shop Party and each other Person that, to the Knowledge of the Company, has (or is expected to have) a material equity interest in the Qualified Extended Go-Shop Proposal proposed by such Extended Go-Shop Party and the material terms and provisions of any such Qualified Extended Go-Shop Proposal.

Go-Shop Period. Notwithstanding anything to the contrary contained in this Agreementherein, including for certainty sections 6.1, 6.3 and 6.4, but subject to complying with sections 6.5 through 6.9 and 11.2, IPC REIT shall be entitled during the period beginning on from the date of the Prior this Agreement to and continuing until 11:59 p.m. (Nashville time) on the 30th calendar day after the date of the Prior Agreement including September 30, 2007 (the “Go-Go Shop Period”), the Company and its Subsidiaries and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to: (i) initiate, solicit, facilitate and encourage (publicly or otherwise) any inquiry or the making of any proposals or offers that could constitute Acquisition Proposals, including by way of providing access to non-public information to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, are not materially less favorable individually and in the aggregate to the Company than those contained in the Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement need not prohibit the making take or amendment of an Acquisition Proposal privately, carry-out any actions otherwise restricted by section 6.1 and that the Company may waive any such terms in otherwise continue any existing confidentiality agreements) (an “Acceptable Confidentiality Agreement”); provided that the Company shall make available Parent and Merger Sub (through an electronic data site or otherwise) concurrently with providing such information to any such Person(s)activities, any non-public information concerning the Company or its Subsidiaries that the Company provides to any Person given such access that was not previously made available to Parent and Merger Sub, and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Person or Group and their Representatives and their prospective equity and debt financing sources with respect to any actual or potential Acquisition Proposals or otherwise cooperate Proposal, (b) make available to any Person non-public information relating to IPC REIT and/or its Subsidiaries and/or (c) receive any Acquisition Proposal (including, for greater certainty, any Unsolicited Acquisition Proposal) from any Person whatsoever; provided however, that, during Go Shop Period, IPC REIT shall (i) promptly and fully keep Buyer informed of the number of Persons with or assist or participate in, or facilitate any such inquiries, proposalswhom IPC REIT is in current activities, discussions or negotiations with in respect of any actual or any effort potential Acquisition Proposal, (ii) provide on a weekly basis Buyer with a list or attempt copies of the information and access to make similar information as that provided to a Person (except that IPC REIT shall not be required to provides copies of or access to such information to the extent that such information was already provided or made available to Buyer); and (iii) provide Buyer with a copy of any Acquisition ProposalsProposal (including, for greater certainty, any Unsolicited Acquisition Proposal) forthwith after it is received by IPC REIT or its Subsidiaries. The Company agrees Buyer and Parent acknowledge and agree that it the provisions of 6.3 and its Subsidiaries will 6.4 shall not enter into apply with respect to discussions or negotiations with any Persons during the Go Shop Period; provided, however, that IPC REIT shall be required to obtain an executed confidentiality agreement or other agreement with any Person subsequent to the date of the Prior Agreement which prohibits the Company from providing any information to Parent and Merger Sub in accordance with section 6.4(a) prior to providing any Person with access to any non-public information regarding IPC REIT or any of its Subsidiaries. From and after the expiration of the Go Shop Period, IPC REIT shall be obligated to comply with all of the provisions of this Section 6.2Article 6, including sections 6.1, 6.2 and 6.4, with respect to all Acquisition Proposals, including any Acquisition Proposal received prior to the expiration of the Go Shop Period.

Go-Shop Period. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of the Prior this Agreement and continuing until 11:59 p.m. (Nashville Eastern time) on the 30th calendar day after the date of the Prior Agreement April 25, 2012 (the “Go-Shop Period”), which may be extended by the Go-Shop Extension (defined below), the Company and its the Company Subsidiaries and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) the Company Representatives shall have the right to: to (acting under the direction of the Strategy Committee of the Company Board): (i) initiate, solicit, facilitate solicit and encourage any offers, proposals or other inquiries or expressions of interest reasonably related to, or that could reasonably be expected to lead to, an Acquisition Proposal, the request of any non-public information from, or the seeking of any initiation or continuation of discussions or negotiations with the Company or any Company Representative on or following the date hereof (publicly or otherwiseany of the foregoing other than an Acquisition Proposal, an “Inquiry”) any inquiry or the making of any proposals or offers that could constitute Acquisition Proposals, including by way of providing access to non-public information to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, are not materially less favorable individually and in the aggregate to the Company than those contained in the an Acceptable Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement agreements need not prohibit the making or amendment of an Acquisition Proposal privately, and that the Company may waive any such terms in any existing confidentiality agreements) (an “Acceptable Confidentiality Agreement”Proposal); provided that the Company shall promptly make available to Parent and Merger Sub (through an electronic data site or otherwise) concurrently with providing such information to any such Person(s), any material non-public information concerning the Company or its the Company Subsidiaries that the Company provides to any Person given such access that was not previously made available to Parent and or Merger Sub, and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Person Persons or Group and their Representatives and their prospective equity and debt financing sources groups of Persons with respect to any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, and (iii) having complied with Section 7.5(f), authorize, adopt, approve, recommend, or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) any such Acquisition Proposal. The Company agrees that it and its Subsidiaries will not enter into any confidentiality agreement or other agreement with any Person subsequent to the date of the Prior Agreement which prohibits If the Company from providing any information receives an Acquisition Proposal during the Go-Shop Period, the Company may extend the Go-Shop Period for a period of time not to Parent and Merger Sub exceed ten (10) calendar days in accordance order to continue discussions with this Section 6.2the Excluded Parties (the “Go-Shop Extension”).

Go-Shop Period. Notwithstanding anything any other provision of this Agreement to the contrary contained in this Agreementcontrary, during the period beginning on the date of the Prior this Agreement and continuing until 11:59 p.m. (Nashville New York City time) on the 30th calendar day after the date of the Prior Agreement February 14, 2011 (the “Go-Shop Period”), the Company and its Subsidiaries and their respective officers, directors, officers, employees, Affiliatesconsultants, agents, financial advisors, investment bankers, attorneys, accountants accountants, other advisors, Affiliates and other advisors or representatives (collectively, “Representatives”) shall have the right toto directly or indirectly: (i) initiate, solicitsolicit and encourage, facilitate and encourage (whether publicly or otherwise) , any inquiry or the making of any inquiries, proposals or offers that could constitute Acquisition ProposalsTakeover Proposals (or engage in other efforts or attempts that may reasonably be expected to lead to a Takeover Proposal), including by way of providing access to non-public information to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, are not materially less favorable individually and in the aggregate to the Company than those contained in the Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement need not prohibit the making one or amendment of an Acquisition Proposal privately, and that the Company may waive any such terms in any existing confidentiality agreements) (an “more Acceptable Confidentiality Agreement”)Agreements; provided provided, that the Company shall make available promptly (and in any event within forty-eight (48) hours) provide to Parent and Merger Sub (through an electronic data site or otherwise) concurrently with providing such information to any such Person(s), any material non-public information concerning the Company or its Subsidiaries that the Company provides is provided to any Person given such access that which was not previously made available provided to Parent and Merger Sub, or its Representatives; and (ii) engage or enter into, continue or otherwise participate in any engage in, and maintain discussions or negotiations with any Person Persons or Group and their Representatives and their prospective equity and debt financing sources groups of Persons with respect to any Acquisition inquiries, proposals or offers that could constitute Takeover Proposals (or engage in other efforts or attempts that may reasonably be expected to lead to a Takeover Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, attempts, discussions or negotiations negotiations. For the purposes of this Agreement, “Acceptable Confidentiality Agreement” means any customary confidentiality agreement that contains provisions that are not materially less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, except that an Acceptable Confidentiality Agreement need not prohibit the submission of Takeover Proposals or amendments thereto to the Company’s Board of Directors (or any effort or attempt to make any Acquisition Proposals. The Company agrees that it duly constituted and its Subsidiaries will not enter into any confidentiality agreement or other agreement with any Person subsequent to the date of the Prior Agreement which prohibits the Company from providing any information to Parent and Merger Sub in accordance with this Section 6.2authorized committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning commencing on the date of the Prior this Agreement and continuing until 11:59 p.m. (Nashville Dallas time) on the 30th calendar day after following the date of the Prior Agreement hereof (the “Go-Shop PeriodPeriod End Time”), the Company, the Company and its Subsidiaries and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives shall have the right to: to (i) solicit, initiate, solicit, facilitate and or encourage (publicly or otherwise) any inquiry or the making of any proposals or offers that could constitute Acquisition ProposalsProposal, including by way of providing access furnishing information with respect to non-public information the Company and the Company Subsidiaries to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources Representatives pursuant to (but only pursuant to) a legally binding executed confidentiality agreement that contains on terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each casetaken as a whole, are not materially less favorable individually and in the aggregate at least as restrictive to the Company than other party as those contained in the Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement need not prohibit (A) shall contain a standstill provision at least as restrictive as the making or amendment standstill provision contained in the Confidentiality Agreement (provided, that, for the avoidance of doubt, such agreement may permit the submission of an Acquisition Proposal privately, and that to the Company may waive Board on a confidential basis) and (B) shall not include any such terms exclusivity provision or other term that would restrict, in any existing confidentiality agreementsmanner, the Company’s ability to consummate the Mergers or the other transactions contemplated by this Agreement or to comply with its obligations under this Agreement) (any confidentiality agreement described in this clause (i) being referred to as an “Acceptable Confidentiality Agreement”); provided provided, that the Company shall make available Parent and Merger Sub (through an electronic data site or otherwise) concurrently with providing a copy of all such information to any such Person(s), any non-public information concerning the Company not previously provided to Parent (or its Subsidiaries that the Company provides to any Person given such access that was not previously made available Representatives) is provided to Parent and Merger Subas promptly as practicable (and, in any event, within 24 hours) after such information has been furnished to such Person (or its Representatives) and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Person or Group and their Representatives and their prospective equity and debt financing sources with respect to any Acquisition Proposals Proposal or otherwise cooperate in connection with or assist or participate in, in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition ProposalsProposal. The Notwithstanding the occurrence of the Go-Shop Period End Time, the Company agrees that it and its Subsidiaries will not enter into any confidentiality agreement or other agreement with any Person subsequent Representatives may continue to engage in the date of the Prior Agreement which prohibits the Company from providing any information to Parent and Merger Sub activities described in accordance with this Section 6.25.4 with respect to any Excluded Party, for the avoidance of doubt, so long as such Excluded Party continues to be an Excluded Party, including with respect to any amended or revised proposal submitted by such Excluded Party, following the Go-Shop Period End Time.

Go-Shop Period. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of the Prior this Agreement and continuing until 11:59 p.m. (Nashville New York City time) on the 30th 40th calendar day after the date of the Prior this Agreement (the “Go-Shop Period”), the Company and its Subsidiaries subsidiaries and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to: (i) initiate, solicit, facilitate and encourage (publicly or otherwise) any inquiry or the making of any proposals or offers that could constitute Acquisition Proposals, including by way of providing access to non-public information to any Person person and its Representatives, its Affiliates affiliates and its prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, that are not materially less favorable individually and in the aggregate to the Company than those contained in the Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal publicly or privately, and that the Company may waive any such terms in any existing confidentiality agreements) (an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly make available to Parent and Merger Sub (through an electronic data site or otherwise) concurrently with providing such information to any such Person(s), any non-public information concerning the Company or its Subsidiaries subsidiaries that the Company provides to any Person person given such access that was not previously made available to Parent and or Merger Sub; provided further the Company and its subsidiaries and their respective Representatives shall withhold such portions of documents or information, or provide pursuant to customary “clean-room” or other appropriate procedures, to the extent relating to any pricing or other matters that are highly sensitive or competitive in nature if the exchange of such information could reasonably be likely to be harmful to the operation of the Company in any material respect, and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Person persons or Group groups of persons and their Representatives Representatives, their affiliates and their prospective equity and debt financing sources with respect to any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals. The Company agrees that it and its Subsidiaries subsidiaries will not enter into any confidentiality agreement or other agreement with any Person person subsequent to the date of the Prior Agreement hereof which prohibits the Company from providing any information to Parent and Merger Sub in accordance with this Section 6.26.5.