Common use of No Solicitation of Transactions; Change in Recommendation Clause in Contracts

No Solicitation of Transactions; Change in Recommendation. (a) Except as expressly permitted by this Section 7.3, during the Interim Period, REIT III shall (i) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to a Competing Proposal, or any inquiry or proposal that may be reasonably expected to lead to a Competing Proposal, and immediately terminate all physical and electronic dataroom access granted to any such Person or its Representatives and (ii) not, directly or indirectly, (A) solicit, initiate or knowingly facilitate or encourage, provide any nonpublic information to, or take any other action for the purpose of facilitating, any inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Competing Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person information in connection with or for the purpose of encouraging or facilitating, a Competing Proposal or (C) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle or other agreement with respect to a Competing Proposal. (b) Notwithstanding anything to the contrary contained in this Section 7.3, if at any time on or after the date of this Agreement and prior to obtaining the REIT III Stockholder Approval, (i) REIT III or any of the REIT III Subsidiaries or their respective Representatives receives an unsolicited written Competing Proposal from any Person or group of Persons that the REIT III Special Committee determines in good faith, after consultation with REIT III Special Committee’s outside financial advisors and outside legal counsel, constitutes or is reasonably likely to result in a Superior Proposal, which Competing Proposal was made in circumstances not otherwise involving a breach of this Agreement, and (ii) the REIT III Special Committee has determined in good faith, after consultation with REIT III Special Committee’s outside legal counsel, that a failure to take action with respect to such Competing Proposal would be inconsistent with the duties or standard of conduct of the directors of REIT III under applicable Maryland Law, REIT III may or may cause its respective Representatives to, in response to such Competing Proposal, and subject to compliance with this Section 7.3(b), (A) contact such Person or group of Persons to clarify the terms and conditions thereof, (B) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to REIT III and the REIT III Subsidiaries to the Person or group of Persons who has made such Competing Proposal, provided that REIT III shall prior to or concurrently with the time such information is provided to such Person or group of Persons provide to REIT II any non-public information concerning REIT III or any of the REIT III Subsidiaries that is provided to any Person given such access which was not previously provided to REIT II or its Representatives, and (C) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal regarding such Competing Proposal. (c) REIT III shall promptly, and in any event no later than 24 hours after receipt of any Competing Proposal or request for non-public information in connection therewith, as applicable, (i) advise REIT II in writing of the receipt of such Competing Proposal and any request for confidential information in connection with such Competing Proposal, the material terms of such Competing Proposal or request for confidential information and the identity of the Person or group of Persons making such Competing Proposal or request for confidential information and (ii) keep REIT II promptly advised of all material developments (including all changes to the material terms of any Competing Proposal), discussions or negotiations regarding any Competing Proposal and the status of such Competing Proposal. REIT III agrees that it and the REIT III Subsidiaries will not enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits it or a REIT III Subsidiary from providing any information required to be provided to REIT II in accordance with this Section 7.3(c) within the time periods contemplated hereby. (d) Except as expressly permitted by this Section 7.3(d), the REIT III Board shall not (i)(A) fail to recommend to its stockholders that the REIT III Stockholder Approval be given or fail to include the REIT III Board Recommendation in the REIT III Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, the REIT III Board Recommendation, (C) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary “stop, look and listen” communication by the REIT III Board pursuant to Rule 14d-9(f) of the Exchange Act or (D) adopt, approve or recommend, or publicly propose to adopt, approve or recommend to the stockholders of REIT III a Competing Proposal (actions described in this clause (i) being referred to as a “REIT III Adverse Recommendation Change”) or (ii) authorize, cause or permit REIT III or any of the REIT III Subsidiaries to enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle or other agreement with respect to a Competing Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Notwithstanding anything to the contrary herein, prior to the time the REIT III Stockholder Approval is obtained, the REIT III Board (based upon a recommendation of the REIT III Special Committee) may make (but in each case, subject to compliance with this Section 7.3(d) and Sections 7.3(a)-(c)), a REIT III Adverse Recommendation Change and/or terminate this Agreement pursuant to Section 9.1(c)(ii)(Superior Proposal) to enter into a definitive Acquisition Agreement that constitutes a Superior Proposal, if and only if, (A) a written Competing Proposal that was not solicited in violation of this Section 7.3 is made to REIT III by a third party and such Competing Proposal is not withdrawn, and (B) prior to the REIT III Board taking such action, the REIT III Special Committee has determined in good faith (y) after consultation with outside legal counsel, that failure to take such action would be inconsistent with the duties or standard of conduct of the directors of REIT III under applicable Maryland Law and (z) after consultation with REIT III Special Committee’s outside legal counsel and outside financial advisors, that such Competing Proposal constitutes a Superior Proposal; provided, however, that in connection with any such Competing Proposal (1) REIT III has given REIT II at least five Business Days’ prior written notice of its intention to take such action (which notice shall include the information with respect to such Superior Proposal that is specified in Section 7.3(c) as well as a copy of any proposal, agreement and all material documentation providing for such Superior Proposal), (2) REIT II and REIT III have negotiated, and have caused their respective Representatives to negotiate, in good faith during such notice period to enable REIT II to propose in writing revisions to the terms of this Agreement such that it would cause such Superior Proposal to no longer constitute a Superior Proposal, (3) following the end of such notice period, the REIT III Special Committee shall have considered in good faith any proposed revisions to this Agreement proposed in writing by REIT II and shall have determined that, after consultation with the REIT III Special Committee’s outside financial advisors and outside legal counsel, the Competing Proposal would continue to constitute a Superior Proposal if such revisions were to be given effect and (4) in the event of any change to the material terms of such Superior Proposal, REIT III shall, in each case, have delivered to REIT II an additional notice consistent with that described in subclause (1) above and the notice period (which shall be three Business Days for this and subsequent notices) shall have recommenced. Unless this Agreement has been terminated in accordance with Section 9.1(c)(ii), the REIT III Board shall submit the REIT Merger to its stockholders even if the REIT III Board shall have effected a REIT III Adverse Recommendation Change, and the REIT III Board may not submit to the vote of their stockholders any Competing Proposal other than the transactions contemplated by this Agreement. (e) At any time prior to receipt of the REIT III Stockholder Approval and subject to Section 7.1(c), the REIT III Board may (based upon a recommendation of the REIT III Special Committee), if the REIT III Special Committee determines in good faith, after consultation with REIT III’s outside legal counsel, that the failure to do so would be inconsistent with the duties or standard of conduct of the directors of REIT III under applicable Maryland Law, make a REIT III Adverse Recommendation Change in response to an Intervening Event. (f) Except to the extent expressly provided in this Section 7.3, nothing in this Section 7.3 shall prohibit the REIT III Board from: (i) taking and disclosing to the stockholders of REIT III, a position required by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any “stop, look and listen” communication to the stockholders of REIT III pursuant to Rule 14d-9(f) promulgated under the Exchange Act, in either case of (i) or (ii), if the REIT III Board has determined in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with the duties or standard of conduct of the directors of REIT III under applicable Maryland Law; provided that any disclosure (other than those made pursuant to clause (ii) of this Section 7.3(f)) permitted under this Section 7.3(f) that is not accompanied by an express rejection of any applicable Competing Proposal or accompanied by an express reaffirmation of the REIT III Board Recommendation shall be deemed a REIT III Adverse Recommendation Change and; provided, further, that the REIT III Board shall not, except as expressly permitted by Section 7.3(d), effect a REIT III Adverse Recommendation Change. (g) REIT III agrees that in the event any REIT III Subsidiary or any Representative of REIT III (other than any Representative who is also employed by REIT I or is also an officer of REIT I or REIT II) or any REIT III Subsidiary takes any action, that if taken by REIT III would constitute a material violation of this Section 7.3, then REIT III shall be deemed to be in violation of this Section 7.3 for all purposes of this Agreement. (h) For purposes of this Agreement:

No Solicitation of Transactions; Change in Recommendation. (a) Except as expressly permitted by this Section 7.3, during the Interim Period, REIT III I shall and shall cause each of the REIT I Subsidiaries and their respective Representatives (i) to immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to a Competing Proposal, or any inquiry or proposal that may be reasonably expected to lead to a Competing Proposal, request that any such Person and its Representatives promptly return or destroy all confidential information concerning REIT I or any of the REIT I Subsidiaries and immediately terminate all physical and electronic dataroom access granted to any such Person or its Representatives and (ii) notnot to, directly or indirectly, (A) solicit, initiate or knowingly facilitate or encourage, provide any nonpublic information to, encourage or take any other action for the purpose of facilitating, any inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Competing Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person information in connection with or for the purpose of encouraging or facilitating, a Competing Proposal or (C) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle or other agreement with respect to a Competing Proposal.66 (b) Notwithstanding anything to the contrary contained in this Section 7.3, (i) if at any time on or after the date of this Agreement and prior to obtaining the REIT III I Stockholder Approval, (i) REIT III I or any of the REIT III I Subsidiaries or their respective Representatives receives an unsolicited written Competing Proposal from any Person or group of Persons that the REIT III Special Committee I Board determines in good faith, after consultation with REIT III Special CommitteeI’s outside financial advisors and outside legal counsel, constitutes or is reasonably likely to result in a Superior Proposal, which Competing Proposal was made in circumstances not otherwise involving a breach of this Agreement, Agreement and (ii) the REIT III Special Committee I Board has determined in good faith, after consultation with REIT III Special CommitteeI’s outside legal counsel, that a failure to take action with respect to such Competing Proposal would be inconsistent with the duties or standard of conduct of the directors of REIT III I under applicable Maryland Law, REIT III I may or may cause its respective Representatives to, in response to such Competing Proposal, and subject to compliance with this Section 7.3(b), (A) contact such Person or group of Persons to clarify the terms and conditions thereof, (B) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to REIT III I and the REIT III I Subsidiaries to the Person or group of Persons who has made such Competing Proposal, provided that REIT III I shall prior to or concurrently with the time such information is provided to such Person or group of Persons provide to REIT II any non-public information concerning REIT III I or any of the REIT III I Subsidiaries that is provided to any Person given such access which was not previously provided to REIT II or its Representatives, Representatives and (C) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal regarding such Competing Proposal.. It is agreed that any violation of the restrictions set forth in this Section 7.3(b) by any Representative of REIT I or any of the REIT I Subsidiaries shall be deemed to be a breach of this Section 7.3(b) by REIT I. (c) REIT III I shall promptly, and in any event no later than 24 24-hours after receipt of any Competing Proposal or request for non-public information in connection therewith, as applicable, (i) advise REIT II in writing of the receipt of such Competing Proposal and any request for confidential information in connection with such Competing Proposal, the material terms of such Competing Proposal or request for confidential information and the identity of the Person or group of Persons making such Competing Proposal or request for confidential information and (ii) keep REIT II promptly advised of all material developments (including all changes to the material terms of any Competing Proposal), discussions or negotiations regarding any Competing Proposal and the status of such Competing Proposal. REIT III I agrees that it and the REIT III I Subsidiaries will not enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits it or a REIT III I Subsidiary from providing any information required to be provided to REIT II in accordance with this Section 7.3(c) within the time periods contemplated hereby. (d) Except as expressly permitted by this Section 7.3(d), the REIT III I Board shall not (i)(A) fail to recommend to its stockholders that the REIT III I Stockholder Approval be given or fail to include the REIT III I Board Recommendation in the REIT III I Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, the REIT III I Board Recommendation, (C) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary “stop, look and listen” communication by the REIT III I Board pursuant to Rule 14d-9(f) of the Exchange Act or (D) adopt, approve or recommend, or publicly propose to adopt, approve or recommend to the stockholders of REIT III a Competing Proposal (actions described in this clause (i) being referred to as a “REIT III Adverse Recommendation Change”) or (ii) authorize, cause or permit REIT III or any of the REIT III Subsidiaries to enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle or other agreement with respect to a Competing Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Notwithstanding anything to the contrary herein, prior to the time the REIT III Stockholder Approval is obtained, the REIT III Board (based upon a recommendation of the REIT III Special Committee) may make (but in each case, subject to compliance with this Section 7.3(d) and Sections 7.3(a)-(c)), a REIT III Adverse Recommendation Change and/or terminate this Agreement pursuant to Section 9.1(c)(ii)(Superior Proposal) to enter into a definitive Acquisition Agreement that constitutes a Superior Proposal, if and only if, (A) a written Competing Proposal that was not solicited in violation of this Section 7.3 is made to REIT III by a third party and such Competing Proposal is not withdrawn, and (B) prior to the REIT III Board taking such action, the REIT III Special Committee has determined in good faith (y) after consultation with outside legal counsel, that failure to take such action would be inconsistent with the duties or standard of conduct of the directors of REIT III under applicable Maryland Law and (z) after consultation with REIT III Special Committee’s outside legal counsel and outside financial advisors, that such Competing Proposal constitutes a Superior Proposal; provided, however, that in connection with any such Competing Proposal (1) REIT III has given REIT II at least five Business Days’ prior written notice of its intention to take such action (which notice shall include the information with respect to such Superior Proposal that is specified in Section 7.3(c) as well as a copy of any proposal, agreement and all material documentation providing for such Superior Proposal), (2) REIT II and REIT III have negotiated, and have caused their respective Representatives to negotiate, in good faith during such notice period to enable REIT II to propose in writing revisions to the terms of this Agreement such that it would cause such Superior Proposal to no longer constitute a Superior Proposal, (3) following the end of such notice period, the REIT III Special Committee shall have considered in good faith any proposed revisions to this Agreement proposed in writing by REIT II and shall have determined that, after consultation with the REIT III Special Committee’s outside financial advisors and outside legal counsel, the Competing Proposal would continue to constitute a Superior Proposal if such revisions were to be given effect and (4) in the event of any change to the material terms of such Superior Proposal, REIT III shall, in each case, have delivered to REIT II an additional notice consistent with that described in subclause (1) above and the notice period (which shall be three Business Days for this and subsequent notices) shall have recommenced. Unless this Agreement has been terminated in accordance with Section 9.1(c)(ii), the REIT III Board shall submit the REIT Merger to its stockholders even if the REIT III Board shall have effected a REIT III Adverse Recommendation Change, and the REIT III Board may not submit to the vote of their stockholders any Competing Proposal other than the transactions contemplated by this Agreement.67 (e) At any time prior to receipt of the REIT III I Stockholder Approval and subject to Section 7.1(c), the REIT III I Board may (based upon a recommendation of the REIT III Special Committee)may, if the REIT III Special Committee I Board determines in good faith, after consultation with REIT IIII’s outside legal counsel, that the failure to do so would be inconsistent with the duties or standard of conduct of the directors of REIT III I under applicable Maryland Law, make a REIT III I Adverse Recommendation Change in response to an Intervening Event. (f) Except to the extent expressly provided in this Section 7.3, nothing in this Section 7.3 shall prohibit the REIT III I Board from: (i) taking and disclosing to the stockholders of REIT IIII, a position required contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act Act, if failure to do so would violate applicable Law or (ii) making any “stop, look and listen” communication to the stockholders of REIT III I pursuant to Rule 14d-9(f) promulgated under the Exchange Act, in either case of (i) or (ii)case, if the REIT III I Board has determined in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with the duties or standard of conduct of the directors of REIT III I under applicable Maryland Law; provided that any disclosure (other than those made pursuant to clause (ii) of this Section 7.3(f)) permitted under this Section 7.3(f) that is not accompanied by an express rejection of any applicable Competing Proposal or accompanied by an express reaffirmation of the REIT III I Board Recommendation shall be deemed a REIT III Adverse Recommendation Change and; provided, further, that the REIT III Board shall not, except 68 (g) Except as expressly permitted by this Section 7.3(d)7.3, effect during the Interim Period, REIT II shall and shall cause each of the REIT II Subsidiaries and their respective Representatives (i) to immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to a Competing Proposal, or any inquiry or proposal that may be reasonably expected to lead to a Competing Proposal, request that any such Person and its Representatives promptly return or destroy all confidential information concerning REIT III Adverse Recommendation Change. II or any of the REIT II Subsidiaries and immediately terminate all physical and electronic dataroom access granted to any such Person or its Representatives and (gii) REIT III agrees not to, directly or indirectly, (A) solicit, initiate or knowingly facilitate or encourage or take any other action for the purpose of facilitating, any inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Competing Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person information in connection with or for the purpose of encouraging or facilitating, a Competing Proposal or (C) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle or other agreement with respect to a Competing Proposal. It is agreed that any violation of the restrictions set forth in the event any REIT III Subsidiary or this Section 7.3(g) by any Representative of REIT III (other than any Representative who is also employed by REIT I or is also an officer of REIT I or REIT II) II or any REIT III II Subsidiary takes any action, that if taken by REIT III would constitute a material violation of this Section 7.3, then REIT III shall be deemed to be in violation a breach of this Section 7.3 for all purposes of this Agreement7.3(g) by REIT II. (h) For purposes Notwithstanding anything to the contrary contained in this Section 7.3, (i) if at any time on or after the date of this Agreement and prior to obtaining the REIT II Stockholder Approval, REIT II or any of the REIT II Subsidiaries or their respective Representatives receives an unsolicited written Competing Proposal from any Person or group of Persons that the REIT II Board determines in good faith, after consultation with REIT II’s outside financial advisors and outside legal counsel, constitutes or is reasonably likely to result in a Superior Proposal, which Competing Proposal was made in circumstances not otherwise involving a breach of this Agreement and (ii) the REIT II Board has determined in good faith, after consultation with REIT II’s outside legal counsel, that a failure to take action with respect to such Competing Proposal would be inconsistent with the duties of the directors of REIT II under applicable Maryland Law, REIT II may or may cause its respective Representatives to, in response to such Competing Proposal, and subject to compliance with this Section 7.3(h), (A) contact such Person or group of Persons to clarify the terms and conditions thereof, (B) furnish, pursuant to an Acceptable Confidentiality Agreement:, information (including non-public information) with respect to REIT II and the REIT II Subsidiaries to the Person or group of Persons who has made such Competing Proposal, provided that REIT II shall prior to or concurrently with the time such information is provided to such Person or group of Persons provide to REIT I any non-public information concerning REIT II or any of the REIT II Subsidiaries that is provided to any Person given such access which was not previously provided to REIT I or its Representatives and (C) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal regarding such Competing Proposal. It is agreed that any violation of the restrictions set forth in this Section 7.3(h) by any Representative of REIT II or any of the REIT II Subsidiaries shall be deemed to be a breach of this Section 7.3(h) by REIT II. (i) REIT II shall promptly, and in any event no later than 24-hours after receipt of any Competing Proposal or request for non-public information in connection therewith, as applicable, (i) advise REIT I in writing of the receipt of such Competing Proposal and any request for confidential information in connection with such Competing Proposal, the material terms of such Competing Proposal or request for confidential information and the identity of the Person or group of Persons making such Competing Proposal or request for confidential information and (ii) keep REIT I promptly advised of all material developments (including all changes to the material terms of any Competing Proposal), discussions or negotiations regarding any Competing Proposal and the status of such Competing Proposal. REIT II agrees that it and the REIT II Subsidiaries will not enter into any confidentiality agreement with any Person 69

No Solicitation of Transactions; Change in Recommendation. (a) Except as expressly permitted by this Section 7.3, during the Interim Period, REIT III I shall (i) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to a Competing Proposal, or any inquiry or proposal that may be reasonably expected to lead to a Competing Proposal, and immediately terminate all physical and electronic dataroom access granted to any such Person or its Representatives and (ii) not, directly or indirectly, (A) solicit, initiate or knowingly facilitate or encourage, provide any nonpublic information to, or take any other action for the purpose of facilitating, any inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Competing Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person information in connection with or for the purpose of encouraging or facilitating, a Competing Proposal or (C) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle or other agreement with respect to a Competing Proposal. (b) Notwithstanding anything to the contrary contained in this Section 7.3, (i) if at any time on or after the date of this Agreement and prior to obtaining the REIT III I Stockholder Approval, (i) REIT III I or any of the REIT III I Subsidiaries or their respective Representatives receives an unsolicited written Competing Proposal from any Person or group of Persons that the REIT III Special Committee I Board determines in good faith, after consultation with REIT III Special CommitteeI’s outside financial advisors and outside legal counsel, constitutes or is reasonably likely to result in a Superior Proposal, which Competing Proposal was made in circumstances not otherwise involving a breach of this Agreement, and (ii) the REIT III Special Committee I Board has determined in good faith, after consultation with REIT III Special CommitteeI’s outside legal counsel, that a failure to take action with respect to such Competing Proposal would be inconsistent with the duties or standard of conduct of the directors of REIT III I under applicable Maryland Law, REIT III I may or may cause its respective Representatives to, in response to such Competing Proposal, and subject to compliance with this Section 7.3(b), (A) contact such Person or group of Persons to clarify the terms and conditions thereof, (B) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to REIT III I and the REIT III I Subsidiaries to the Person or group of Persons who has made such Competing Proposal, provided that REIT III I shall prior to or concurrently with the time such information is provided to such Person or group of Persons provide to REIT II any non-public information concerning REIT III I or any of the REIT III I Subsidiaries that is provided to any Person given such access which was not previously provided to REIT II or its Representatives, Representatives and (C) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal regarding such Competing Proposal. (c) REIT III I shall promptly, and in any event no later than 24 hours after receipt of any Competing Proposal or request for non-public information in connection therewith, as applicable, (i) advise REIT II in writing of the receipt of such Competing Proposal and any request for confidential information in connection with such Competing Proposal, the material terms of such Competing Proposal or request for confidential information and the identity of the Person or group of Persons making such Competing Proposal or request for confidential information and (ii) keep REIT II promptly advised of all material developments (including all changes to the material terms of any Competing Proposal), discussions or negotiations regarding any Competing Proposal and the status of such Competing Proposal. REIT III I agrees that it and the REIT III I Subsidiaries will not enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits it or a REIT III I Subsidiary from providing any information required to be provided to REIT II in accordance with this Section 7.3(c) within the time periods contemplated hereby. (d) Except as expressly permitted by this Section 7.3(d), the REIT III I Board shall not (i)(A) fail to recommend to its stockholders that the REIT III I Stockholder Approval be given or fail to include the REIT III I Board Recommendation in the REIT III I Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, the REIT III I Board Recommendation, (C) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary “stop, look and listen” communication by the REIT III I Board pursuant to Rule 14d-9(f) of the Exchange Act or (D) adopt, approve or recommend, or publicly propose to adopt, approve or recommend to the stockholders of REIT III I a Competing Proposal (actions described in this clause (i) being referred to as a “REIT III I Adverse Recommendation Change”) or (ii) authorize, cause or permit REIT III I or any of the REIT III I Subsidiaries to enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle or other agreement with respect to a Competing Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Notwithstanding anything to the contrary herein, prior to the time the REIT III I Stockholder Approval is obtained, the REIT III Board (based upon a recommendation of the REIT III Special Committee) I Board, may make (but in each case, subject to compliance with this Section 7.3(d) and Sections 7.3(a)-(c)), a REIT III I Adverse Recommendation Change and/or terminate this Agreement pursuant to Section 9.1(c)(ii)(Superior 9.1(c)(ii) (Superior Proposal) to enter into a definitive Acquisition Agreement that constitutes a Superior Proposal, if and only if, (A) a written Competing Proposal that was not solicited in violation of this Section 7.3 is made to REIT III I by a third party and such Competing Proposal is not withdrawn, and (B) prior to the REIT III Board taking such action, the REIT III Special Committee I Board has determined in good faith (y) after consultation with REIT I’s outside legal counsel, that failure to take such action would be inconsistent with the duties or standard of conduct of the directors of REIT III I under applicable Maryland Law and (z) after consultation with REIT III Special CommitteeI’s outside legal counsel and outside financial advisors, that such Competing Proposal constitutes a Superior Proposal; provided, however, that in connection with any such Competing Proposal (1) REIT III I has given REIT II at least five Business Days’ prior written notice of its intention to take such action (which notice shall include the information with respect to such Superior Proposal that is specified in Section 7.3(c) as well as a copy of any proposal, agreement and all material documentation providing for such Superior Proposal), (2) REIT II and REIT III I have negotiated, and have caused their respective Representatives to negotiate, in good faith during such notice period to enable REIT II to propose in writing revisions to the terms of this Agreement such that it would cause such Superior Proposal to no longer constitute a Superior Proposal, (3) following the end of such notice period, the REIT III Special Committee I Board shall have considered in good faith any proposed revisions to this Agreement proposed in writing by REIT II and shall have determined that, after consultation with the REIT III Special CommitteeI’s outside financial advisors and outside legal counsel, the Competing Proposal would continue to constitute a Superior Proposal if such revisions were to be given effect and (4) in the event of any change to the material terms of such Superior Proposal, REIT III I shall, in each case, have delivered to REIT II an additional notice consistent with that described in subclause (1) above and the notice period (which shall be three Business Days for this and subsequent notices) shall have recommenced. Unless this Agreement has been terminated in accordance with Section 9.1(c)(ii), the REIT III I Board shall submit the REIT Merger to its stockholders even if the REIT III I Board shall have effected a REIT III I Adverse Recommendation Change, and the REIT III I Board may not submit to the vote of their stockholders any Competing Proposal other than the transactions contemplated by this Agreement. (e) At any time prior to receipt of the REIT III I Stockholder Approval and subject to Section 7.1(c), the REIT III I Board may (based upon a recommendation of the REIT III Special Committee)may, if the REIT III Special Committee I Board determines in good faith, after consultation with REIT IIII’s outside legal counsel, that the failure to do so would be inconsistent with the duties or standard of conduct of the directors of REIT III I under applicable Maryland Law, make a REIT III I Adverse Recommendation Change in response to an Intervening Event. (f) Except to the extent expressly provided in this Section 7.3, nothing in this Section 7.3 shall prohibit the REIT III I Board from: (i) taking and disclosing to the stockholders of REIT IIII, a position required contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act Act, if failure to do so would violate applicable Law or (ii) making any “stop, look and listen” communication to the stockholders of REIT III I pursuant to Rule 14d-9(f) promulgated under the Exchange Act, in either case of (i) or (ii)case, if the REIT III I Board has determined in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with the duties or standard of conduct of the directors of REIT III I under applicable Maryland Law; provided that any disclosure (other than those made pursuant to clause (ii) of this Section 7.3(f)) permitted under this Section 7.3(f) that is not accompanied by an express rejection of any applicable Competing Proposal or accompanied by an express reaffirmation of the REIT III I Board Recommendation shall be deemed a REIT III I Adverse Recommendation Change and; provided, further, that the REIT III I Board shall not, except as expressly permitted by Section 7.3(d), effect a REIT III I Adverse Recommendation Change. (g) REIT III I agrees that in the event any REIT III I Subsidiary or any Representative of REIT III (other than any Representative who is also employed by REIT I or is also an officer of REIT I or REIT II) or any REIT III I Subsidiary takes any action, that if taken by REIT III I would constitute a material violation of this Section 7.3, then REIT III I shall be deemed to be in violation of this Section 7.3 for all purposes of this Agreement. (h) For purposes of this Agreement: