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Page 6 <br />AND ASSIGNS: <br />BINDING UNDERSTANDINGS <br />This L01 shall be binding upon and inure to the benefit of the <br />successors and assigns of Purchaser and Seller. Purchaser may only <br />assign this L01 or the PSA to a third party with the prior consent of <br />Seller, which shall not be unreasonably withheld; provided, <br />however, that Purchaser shall have the right to assign this L01 and <br />the PSA to an affiliated entity of Purchaser without Seller's prior <br />consent. <br />The following provisions shall be legally binding and enforceable against Seller by <br />Purchaser for all purposes: <br />NO SHOP OBLIGATION: In order to induce Purchaser to expend significant resources to <br />conduct its due diligence and consummate the transactions <br />contemplated by this L01 and the PSA as soon as practicable, by <br />executing this L01, Seller agrees that for a 30 day period <br />commencing as of the date Seller executed and delivers this L01 to <br />Purchaser, neither Seller nor any affiliate of Seller shall, directly or <br />indirectly, solicit or negotiate with (or enter into any letter of <br />intent, commitment or agreement with) any person or entity for an <br />alternative transaction (whether through sale of assets, sale of <br />equity interests, a partnership, a joint venture or otherwise) in <br />connection with all or any portion of the Property. <br />CONFIDENTIALITY: <br />Seller and Purchaser will keep all negotiations confidential and will <br />not disclose the terms and conditions contained herein with other <br />except such disclosures to such parties representing or acting as a <br />direct agent of Seller or Purchaser, as applicable, as necessary for <br />the transaction described herein. Such parties shall be bound by <br />this confidentiality agreement for a period expiring on the earlier <br />to occur of (a) the date which is two (2) years after the Effective <br />Date or (b) the date of execution of the PSA, which will contain <br />provisions superseding those set forth herein. <br />GOOD FAITH <br />NEGOTIATIONS: The parties agree to exercise good faith in negotiating toward a <br />legally binding PSA. The parties agree that the PSA will contain the <br />material provisions described in this L01. <br />By your signature, you represent that you are authorized to sign on behalf of Seller. Seller <br />acknowledges that Purchaser is relying on the enforceability of the foregoing agreements in <br />