Common use of Conduct of Business Pending the Closing Clause in Contracts

Conduct of Business Pending the Closing. Except with the prior written consent of Sunstone Parties and except as may be expressly permitted by this Agreement, prior to the Closing, each of Management and Lessee shall, and Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇ ▇▇▇ll, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management to, operate its business only in the usual, regular and ordinary manner, on a basis consistent with past practice and, to the extent consistent with such operation, use its reasonable best efforts to preserve its present business organization intact, keep available the services of its present employees, preserve its present business relationships and maintain all rights, privileges and franchises necessary or desirable in the normal conduct of those businesses. Without limitation of the foregoing, prior to the Closing, except as expressly permitted by this Agreement, each of Management and Lessee shall not, and Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇ ▇▇▇ll not, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management not to: (a) amend its Certificate of Incorporation or Bylaws; (b) issue, purchase or redeem, or authorize or propose the issuance, purchase or redemption of, or declare or pay any dividend with respect to, any shares of its capital stock or any class of securities convertible into, or rights, warrants or options to acquire, any such shares of other convertible securities, except for dividends on the capital stock of Management and Lessee which do not exceed $500,000 in the aggregate since December 31, 1998; (c) form any partnership, limited liability company or other joint venture (other than in the ordinary course consistent with past practice of such business), acquire or dispose of any business (whether by merger, purchase or otherwise) or of any assets (other than in the ordinary course consistent with past practice of such business) or acquire or dispose of any investment in any Person; (d) make or incur any capital expenditures other than in the ordinary course of business consistent with past practice and in no event in excess of $20,000 individually or $200,000 in the aggregate; (e) enter into any transaction involving the incurrence, assumption or guarantee of indebtedness other than in the ordinary course of business consistent with past practice; (f) enter into any agreement of the type described in Sections 4.1(i), 4.1(j)(ii) through (v) or 4.1(t) which contemplates payments in excess of $200,000 during any one year or $600,000 over the term of the contract; provided, however, that Lessee or Management may enter into any agreement or amend any existing agreement in connection with the acquisition or development of hotels by Sunstone or any Subsidiary thereof but only to the extent that (x) such acquisition or development is in compliance with the Merger Agreement and (y) any such agreement is of the type and contains terms that are in the ordinary course of business consistent with past practice of Lessee or Management, as applicable; provided further, that Lessee may pay reasonable legal fees and expenses incurred in connection with the Transactions; (g) except as provided in Section 5.1(f), terminate or amend in any material respect any agreement listed or required to be listed on Schedule 4.1(h), 4.1(i)(ii) through (v) or 4.1(s) (h) file any voluntary petition for bankruptcy or receivership or fail to oppose any other Person's petition for bankruptcy of, or action to appoint a receiver regarding, it; (i) except as required by applicable law or to the extent required under existing employee benefit plans, agreements or arrangements as in effect on the date of this Agreement, (1) increase the compensation or fringe benefits of any employee, except for increases, in the ordinary course of business, in salary or wages of employees who are not directors or officers, (2) grant any severance or termination pay to any employee or (3) enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any employee; (j) change any accounting principle except as required by GAAP; (k) make any election with respect to Taxes; (l) cancel any indebtedness payable to it in excess of $10,000; (m) make any loan or other advance to any Person other than advances to wholly-owned Subsidiaries in existence on the date hereof; (n) take any willful action which would cause any representation or warranty of Alter or Bied▇▇▇▇▇ ▇▇▇tained in this Agreement to be or become untrue at Closing in any material respect; or (o) authorize any of, or commit or agree to take any of, the foregoing actions.

Conduct of Business Pending the Closing. Except with the prior written consent of Sunstone Parties West▇▇▇▇▇ ▇▇▇ and except as may be expressly permitted by this Agreement, prior to the Closing, each of Management, Management Sub and Lessee shall, and Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇ ▇▇▇ll, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management and Management Sub to, operate its business only in the usual, regular and ordinary manner, on a basis consistent with past practice and, to the extent consistent with such operation, use its reasonable best efforts to preserve its present business organization intact, keep available the services of its present employees, preserve its present business relationships and maintain all rights, privileges and franchises necessary or desirable in the normal conduct of those businesses. Without limitation of the foregoing, prior to the Closing, except as expressly permitted by this Agreement, each of Management, Management Sub and Lessee shall not, and Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇ ▇▇▇ll not, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management and Management Sub not to: (a) amend its Certificate of Incorporation or Bylaws; (b) issue, purchase or redeem, or authorize or propose the issuance, purchase or redemption of, or declare or pay any dividend with respect to, any shares of its capital stock or any class of securities convertible into, or rights, warrants or options to acquire, any such shares of other convertible securities, except for dividends on the capital stock of Management and Lessee which do not exceed $500,000 in the aggregate since December 31, 1998; (c) form any partnership, limited liability company or other joint venture (other than in the ordinary course consistent with past practice of such business), acquire or dispose of any business (whether by merger, purchase or otherwise) or of any assets (other than in the ordinary course consistent with past practice of such business) or acquire or dispose of any investment in any Person; (d) make or incur any capital expenditures other than in the ordinary course of business consistent with past practice and in no event in excess of $20,000 individually or $200,000 in the aggregate; (e) enter into any transaction involving the incurrence, assumption or guarantee of indebtedness other than in the ordinary course of business consistent with past practice;; 40 36 (f) enter into any agreement of the type described in Sections 4.1(i3.1(i), 4.1(j)(ii3.1(j)(ii) through (v) or 4.1(t3.1(t) which contemplates payments in excess of $200,000 during any one year or $600,000 over the term of the contract; provided, however, that Lessee or Management may enter into any agreement or amend any existing agreement in connection with the acquisition or development of hotels by Sunstone or any Subsidiary thereof but only to the extent that (x) such acquisition or development is in compliance with the Merger Agreement and (y) any such agreement is of the type and contains terms that are in the ordinary course of business consistent with past practice of Lessee or Management, as applicable; provided further, that Lessee may pay reasonable legal fees and expenses incurred in connection with the Transactions; (g) except as provided in Section 5.1(f4.1(f), terminate or amend in any material respect any agreement listed or required to be listed on Schedule 4.1(h3.1(i), 4.1(i)(ii3.1(j)(ii) through (v) or 4.1(s3.1(t) (h) file any voluntary petition for bankruptcy or receivership or fail to oppose any other Person's petition for bankruptcy of, or action to appoint a receiver regarding, it; (i) except as required by applicable law or to the extent required under existing employee benefit plans, agreements or arrangements as in effect on the date of this Agreement, (1A) increase the compensation or fringe benefits of any employee, except for increases, in the ordinary course of business, in salary or wages of employees who are not directors or officers, (2B) grant any severance or termination pay to any employee or (3C) enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any employee; provided that Lessee (on behalf of SHP) shall be permitted to make or agree to make payments as described on Schedule 2.1(m) hereto; (j) change any accounting principle except as required by GAAP; (k) make any election with respect to Taxes; (l) cancel any indebtedness payable to it in excess of $10,000; (m) make any loan or other advance to any Person other than advances to wholly-owned Subsidiaries in existence on the date hereof; (n) take any willful action which would cause any representation or warranty of Alter or Bied▇▇▇▇▇ ▇▇▇tained in this Agreement to be or become untrue at Closing in any material respect; or (o) authorize any of, or commit or agree to take any of, the foregoing actions. 41 37 Notwithstanding anything to the contrary herein, Management, Management Sub and Lessee shall have the unrestricted right but not the obligation to pay off Liabilities under the loan agreement set forth on Schedule 4.1(o) (the "Lessee Line of Credit").

Conduct of Business Pending the Closing. Except with Section 5.1. Conduct of Business by each Group Company Pending the prior written Closing. From the date hereof until the Closing Date, unless (i) the Standby Purchaser shall otherwise consent of Sunstone Parties and except in writing, (ii) set forth in Schedule 5.1 as may be expressly permitted, or (iii) expressly permitted by this Agreement, prior or required pursuant to the Closing, each of Management and Lessee shall, and Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇ ▇▇▇ll, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management to, operate its business only in the usual, regular and ordinary manner, on a basis consistent with past practice and, to the extent consistent with such operation, use its reasonable best efforts to preserve its present business organization intact, keep available the services of its present employees, preserve its present business relationships and maintain all rights, privileges and franchises necessary or desirable in the normal conduct of those businesses. Without limitation of the foregoing, prior to the Closing, except as expressly permitted by this Agreement, each of Management and Lessee Group Company shall not, and Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇ ▇▇▇ll not, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management not to: (a) amend conduct its Certificate of Incorporation or Bylaws; (b) issue, purchase or redeem, or authorize or propose the issuance, purchase or redemption of, or declare or pay any dividend with respect to, any shares of its capital stock or any class of securities convertible into, or rights, warrants or options to acquire, any such shares of other convertible securities, except for dividends on the capital stock of Management and Lessee which do not exceed $500,000 in the aggregate since December 31, 1998; (c) form any partnership, limited liability company or other joint venture (other than businesses in the ordinary course consistent with past practice of such businessand in compliance in all material respects with all Applicable Laws, and shall, to the extent consistent therewith, use commercially reasonable efforts to (i) preserve intact its business organization and goodwill and relationships with third parties (including relationships with policyholders, insureds, agents, underwriters and brokers), acquire (ii) keep available the services of its current Key Employees, and (iii) maintain its current rights and franchises. In addition to, and without limiting the generality of the foregoing, except as set forth in Schedule 5.1 or dispose as contemplated by the Plan of Conversion or the Prospectus or as otherwise expressly permitted by or required pursuant to this Agreement, from the date hereof until the Closing Date, without the prior written consent of the Standby Purchaser, no Group Company shall: (a) adopt or propose any business change in its Constituent Documents; (whether by mergerb) issue or purchase, redeem or otherwise acquire, any share of capital stock or “phantom” equity or any option, warrant, subscription right, or other right to purchase capital stock or otherwise) “phantom” equity or of any assets security convertible into or exchangeable for capital stock or “phantom” equity (other than grants under Members Mutual’s Long Term Incentive Plan in amounts consistent with past practice); (c) declare, set aside, or pay any cash or non-cash dividend or make any cash or non-cash dividend or distribution in respect of the outstanding equity securities of Members Mutual or any Group Company, provided, however, that this restriction shall not apply to ordinary course cash dividends paid by Fidelity Life consistent with past practice of such business) or acquire or dispose of any investment in any Personorder to fund holding company operating expenses; (d) make (i) merge or incur consolidate with any capital expenditures other than in Person or (ii) acquire a material amount of the ordinary course assets or equity of business consistent with past practice and in no event in excess of $20,000 individually or $200,000 in the aggregateany other Person; (e) enter into sell, lease, license, subject to an Encumbrance, or otherwise surrender, relinquish or dispose of any transaction involving the incurrencematerial assets or property except, assumption (A) pursuant to existing written contracts or guarantee of indebtedness other than commitments, or (B) in the ordinary course of business consistent with past practice; (f) (i) enter into any agreement of the type described in Sections 4.1(i), 4.1(j)(ii) through (v) or 4.1(t) which contemplates payments in excess of $200,000 during any one year or $600,000 over the term of the contract; provided, however, that Lessee or Management may enter into any agreement or amend any existing employment agreement that constitutes a Material Contract, (ii) adopt, enter into, terminate or amend any Benefit Plan that would increase the cost of such Benefit Plan to Members Mutual, (iii) increase in connection with any manner the acquisition compensation, bonus or development of hotels by Sunstone fringe or other benefits of, or pay any Subsidiary thereof but only to the extent that (x) such acquisition bonus to, any current or development is in compliance with the Merger Agreement and (y) any such agreement is of the type and contains terms that are former director, officer, employee or consultant, except in the ordinary course of business consistent with past practice practice, (iv) pay any benefit or amount not required under any Benefit Plan, (v) grant or pay any severance or termination pay or increase in any manner the severance or termination pay of Lessee any current or Managementformer director, as applicable; provided furtherofficer, that Lessee may pay reasonable legal fees and expenses incurred employee or consultant, except in connection the ordinary course of business consistent with the Transactionspast practice; (g) change any method of accounting or accounting practice, except as provided for any such required change in Section 5.1(fU.S. GAAP or the applicable Statutory Accounting Practices; (h) make, change or revoke any material written Tax election, settle or compromise any material Tax claim or liability, change (or make a request to any governmental entity to change) any material aspect of its method of accounting for Tax purposes, file any amended Tax Return, prepare any income or other material Tax Return in a manner that is materially inconsistent with the past practice of any Group Company (unless required by Applicable Law), terminate surrender any claim for a refund of a material amount of Taxes, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment; (i) other than in the ordinary course of business consistent with past practice, modify or amend in any material respect or terminate any Material Contract or enter into any new agreement listed which would have been considered a Material Contract if it were entered into at or required prior to be listed on Schedule 4.1(h), 4.1(i)(ii) through (v) or 4.1(s) (h) file any voluntary petition for bankruptcy or receivership or fail to oppose any other Person's petition for bankruptcy of, or action to appoint a receiver regarding, itthe date hereof; (ij) abandon, modify, waive, terminate or otherwise change any of its insurance licenses, except as may be required in order to comply with Applicable Law; (k) enter into any agreement with or consent to any order to be issued by applicable law any Government Entity that obligates any Group Company to either take or forbear from taking any action that materially modifies the manner in which Members Mutual and the Group Companies have conducted the business in the ordinary course consistent with past practice or which obligates any Group Company to the extent required under existing employee benefit planspay a fine or restitution in excess of $500,000; (l) make any material loans, agreements indebtedness or arrangements as in effect on the date of this Agreement, (1) increase the compensation advances to any Person or fringe benefits assume or guarantee any obligations of any employeePerson, except for increases, existing financing arrangements or otherwise in the ordinary course of business, in salary or wages of employees who are not directors or officers, (2) grant any severance or termination pay to any employee or (3) enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any employee; (j) change any accounting principle except as required by GAAP; (k) make any election with respect to Taxes; (l) cancel any indebtedness payable to it in excess of $10,000; (m) make incur any loan indebtedness for borrowed money in excess of $500,000; (n) acquire any material properties or other advance to assets or sell, assign, license, transfer, convey or otherwise dispose of any Person of the material properties or assets of Members Mutual and the Group Companies with a value in excess of $500,000 individual or $1,000,000 in the aggregate; (o) enter into any material new lines of business or products (other than advances any new accidental death, term, whole, or universal life insurance products or substantially similar products for which prior written notice has been given to wholly-owned Subsidiaries the Standby Purchaser before launch), except for those businesses or products in existence which Members Mutual or any Group Company are engaged on the date hereof; (np) take materially alter the practices or rates of any willful action which would Group Company related to earned commission from external customers; (q) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), in each case, other than (i) settlement of policy claims or other payments, discharges, settlements or satisfactions in the ordinary course of business consistent with past practice, whether or not reinsured, (ii) settlements of litigation (other than claims litigation) that individually do not exceed $750,000 or, in the aggregate, $2,000,000, or (iii) payment of indebtedness, debt securities, guarantees, loans, advances and capital contributions made in the ordinary course of business consistent with past practices and in accordance with scheduled amortization or repayment schedules; (r) form or cause the formation of any representation Subsidiary; (s) amend the terms of the compensation payable to the Investment Bankers or warranty any of Alter or Bied▇▇▇▇▇ ▇▇▇tained their Affiliates in this Agreement connection with the consummation of the Subscription Offering and/or the Standby Offering in a manner that is less favorable to be or become untrue at Closing any of the Group Companies as compared to the amounts set forth in any material respectthe engagement letter with the Investment Bankers dated April 18, 2016, as amended on June 6, 2018; or (ot) authorize any of, agree or commit or agree to take do any of, of the foregoing actionsforegoing.

Conduct of Business Pending the Closing. Except with the prior written consent of Sunstone Parties ▇▇▇▇▇▇▇▇▇ LLC and except as may be expressly permitted by this Agreement, prior to the Closing, each of Management, Management Sub and Lessee shall, and Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇▇▇▇▇ ▇▇▇llshall, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management and Management Sub to, operate its business only in the usual, regular and ordinary manner, on a basis consistent with past practice and, to the extent consistent with such operation, use its reasonable best efforts to preserve its present business organization intact, keep available the services of its present employees, preserve its present business relationships and maintain all rights, privileges and franchises necessary or desirable in the normal conduct of those businesses. Without limitation of the foregoing, prior to the Closing, except as expressly permitted by this Agreement, each of Management, Management Sub and Lessee shall not, and Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇▇▇▇▇ ▇▇▇ll shall not, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management and Management Sub not to: (a) amend its Certificate of Incorporation or Bylaws; (b) issue, purchase or redeem, or authorize or propose the issuance, purchase or redemption of, or declare or pay any dividend with respect to, any shares of its capital stock or any class of securities convertible into, or rights, warrants or options to acquire, any such shares of other convertible securities, except for dividends on the capital stock of Management and Lessee which do not exceed $500,000 in the aggregate since December 31, 1998; (c) form any partnership, limited liability company or other joint venture (other than in the ordinary course consistent with past practice of such business), acquire or dispose of any business (whether by merger, purchase or otherwise) or of any assets (other than in the ordinary course consistent with past practice of such business) or acquire or dispose of any investment in any Person; (d) make or incur any capital expenditures other than in the ordinary course of business consistent with past practice and in no event in excess of $20,000 individually or $200,000 in the aggregate; (e) enter into any transaction involving the incurrence, assumption or guarantee of indebtedness other than in the ordinary course of business consistent with past practice; (f) enter into any agreement of the type described in Sections 4.1(i3.1(i), 4.1(j)(ii3.1(j)(ii) through (v) or 4.1(t3.1(t) which contemplates payments in excess of $200,000 during any one year or $600,000 over the term of the contract; provided, however, that Lessee or Management may enter into any agreement or amend any existing agreement in connection with the acquisition or development of hotels by Sunstone or any Subsidiary thereof but only to the extent that (x) such acquisition or development is in compliance with the Merger Agreement and (y) any such agreement is of the type and contains terms that are in the ordinary course of business consistent with past practice of Lessee or Management, as applicable; provided further, that Lessee may pay reasonable legal fees and expenses incurred in connection with the Transactions; (g) except as provided in Section 5.1(f4.1(f), terminate or amend in any material respect any agreement listed or required to be listed on Schedule 4.1(h3.1(i), 4.1(i)(ii3.1(j)(ii) through (v) or 4.1(s3.1(t) (h) file any voluntary petition for bankruptcy or receivership or fail to oppose any other Person's petition for bankruptcy of, or action to appoint a receiver regarding, it; (i) except as required by applicable law or to the extent required under existing employee benefit plans, agreements or arrangements as in effect on the date of this Agreement, (1A) increase the compensation or fringe benefits of any employee, except for increases, in the ordinary course of business, in salary or wages of employees who are not directors or officers, (2B) grant any severance or termination pay to any employee or (3C) enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any employee; provided that Lessee (on behalf of SHP) shall be permitted to make or agree to make payments as described on Schedule 2.1(m) hereto; (j) change any accounting principle except as required by GAAP; (k) make any election with respect to Taxes; (l) cancel any indebtedness payable to it in excess of $10,000; (m) make any loan or other advance to any Person other than advances to wholly-owned Subsidiaries in existence on the date hereof; (n) take any willful action which would cause any representation or warranty of Alter or Bied▇▇▇▇▇▇▇▇▇ ▇▇▇tained contained in this Agreement to be or become untrue at Closing in any material respect; or (o) authorize any of, or commit or agree to take any of, the foregoing actions. Notwithstanding anything to the contrary herein, Management, Management Sub and Lessee shall have the unrestricted right but not the obligation to pay off Liabilities under the loan agreement set forth on Schedule 4.1(o) (the "Lessee Line of Credit").

Conduct of Business Pending the Closing. Except with the prior written consent of Sunstone Parties Purchaser and except as may be expressly permitted by this Agreement, prior to the Closing, each of Management and Lessee shall, and Lessee shall cause each operate and conduct the Lessee Subsidiary, and Alter and Bied▇▇▇▇▇ ▇▇▇ll, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management to, operate its business Operating Division only in the usual, regular and ordinary manner, on a basis consistent with past practice and, to the extent consistent with such operationoperation and conduct, use its reasonable best efforts to preserve its present business organization intact, keep available the services of its present employees, preserve its present business relationships and maintain all rights, privileges and franchises necessary or desirable in the normal conduct of those businessesits business. Without limitation of the foregoing, prior to the Closing, except as expressly permitted by this Agreement, each of Management and Lessee shall not, and not take any of the foregoing actions so as to materially affect adversely the Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇ ▇▇▇ll not, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management not toOperating Division: (a) amend its Certificate Articles of Incorporation Organization or BylawsOperating Agreement; (b) issue, purchase or redeem, or authorize or propose the issuance, purchase or redemption of, or declare or pay any dividend with respect to, any shares of its capital stock or any class of securities convertible into, or rights, warrants or options to acquire, any such shares of other convertible securities, except for dividends on the capital stock of Management and Lessee which do not exceed $500,000 in the aggregate since December 31, 1998; (c) form any partnership, limited liability company or other joint venture (other than in the ordinary course consistent with past practice of such business), acquire or dispose of any business (whether by merger, purchase or otherwise) or of any assets (other than in the ordinary course consistent with past practice of such business) or acquire or dispose of any investment in any Person; (dc) make or incur any capital expenditures other than in the ordinary course of business consistent with past practice and in no event in excess of $20,000 10,000 individually or $200,000 100,000 in the aggregate; (ed) enter into any transaction involving the incurrence, assumption or guarantee of indebtedness other than in the ordinary course of business consistent with past practice; (fe) enter into any agreement of the type described in Sections 4.1(i4.1(f), 4.1(j)(ii) through (v4.1(g)(ii) or 4.1(t(iii) or 4.1(o) which contemplates payments in excess of $200,000 50,000 during any one year or $600,000 300,000 over the term of the contract; provided, however, that Lessee or Management may enter into any agreement or amend any existing agreement in connection with the acquisition or development of hotels Inns by Sunstone ▇▇▇▇▇▇▇ or any Subsidiary thereof but only to the extent that (x) such acquisition or development is in compliance with the Merger Agreement Transaction Agreement, if any, and (y) any such agreement is of the type and contains terms that are in the ordinary course of business consistent with past practice of Lessee or Management, as applicableLessee; provided further, that Lessee may pay reasonable legal fees and expenses incurred in connection with the Transactionstransactions contemplated hereby; (gf) except as provided in Section 5.1(f), terminate or amend in any material respect any agreement listed or required to be listed on Schedule 4.1(h4.1(f), 4.1(i)(ii) through (v4.1(g)(ii) or 4.1(s(iii) or 4.1(o); ---------------------------------------------- (hg) file any voluntary petition for bankruptcy or receivership or fail to oppose any other Person's petition for bankruptcy of, or action to appoint a receiver regarding, it; (ih) except as required by applicable law or to the extent required under existing employee benefit plans, agreements or arrangements as in effect on the date of this Agreement, (1) increase the compensation or fringe benefits of any employee, except for increases, in the ordinary course of business, in salary or wages of employees who are not directors or officers, (2) grant any severance or termination pay to any employee or (3) enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any employee; (ji) change any accounting principle except as required by GAAP; (kj) make change any election with respect to Taxes; (lk) cancel any indebtedness payable to it in excess of $10,000; (ml) make any loan or other advance to any Person other than advances to wholly-wholly owned Subsidiaries in existence on the date hereof; (n) take any willful action which would cause any representation or warranty of Alter or Bied▇▇▇▇▇ ▇▇▇tained in this Agreement to be or become untrue at Closing in any material respect; or (om) authorize any of, or commit or agree to take any of, the foregoing actions.

Conduct of Business Pending the Closing. Except with From and after the prior written consent of Sunstone Parties --------------------------------------- Effective Date through and except including the Closing Date, unless the Purchaser and the Stockholder shall otherwise agree in writing, or as may be otherwise expressly permitted contemplated by this Agreement, prior to the Closing, each of Management and Lessee shall, and Lessee Stockholder shall cause each Lessee Subsidiarythe Company and its Subsidiaries to conduct their businesses, and Alter and Bied▇▇▇▇▇ ▇▇▇ll, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management to, operate its business only in the usual, regular ordinary and ordinary manner, on a basis usual course consistent with past practice andpractice, and the Stockholder shall cause the Company and its Subsidiaries to the extent consistent with such operation, use its reasonable their best efforts to maintain their respective assets in substantially their current state of repair, preserve its intact their present business organization intactorganization, keep available the services of its their present officers and key employees, and preserve its present their existing business relationships and maintain all rightsgoodwill with customers, privileges suppliers, independent contractors, employees and franchises necessary or desirable in other Persons material to the normal conduct operation of those their businesses. Without limitation limiting the generality of the foregoing, prior to the Closing, except as expressly permitted by this Agreement, each the Stockholder shall not permit the Company or any of Management and Lessee shall not, and Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇ ▇▇▇ll not, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management not its Subsidiaries to: (ai) (A) amend its Certificate memorandum of Incorporation association, articles of association, articles of incorporation, by-laws or Bylaws; other organizational documents, (bB) issuesplit, purchase combine or redeemreclassify any shares of its outstanding capital stock, or authorize or propose the issuance(C) declare, purchase or redemption of, or declare set aside or pay any dividend with respect toor other distribution payable in cash, stock or property, or (D) directly or indirectly redeem or otherwise acquire any shares of its capital stock or any class of securities convertible into, or rights, warrants or options to acquire, any such shares of other convertible securities, except for dividends on the capital stock of Management and Lessee which do not exceed $500,000 in the aggregate since December 31, 1998stock; (cii) form authorize for issuance, issue or sell, deliver or agree to issue or sell any partnershipshares of, limited liability company or other joint venture (other than in the ordinary course consistent with past practice of such business), rights to acquire or dispose of convertible into any business shares of, its capital stock (whether by mergerthrough the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) ), or amend any of the terms of any assets (other than in the ordinary course consistent with past practice of such business) or acquire or dispose of any investment in any Personcapital stock; (diii) make (A) merge, combine or incur consolidate with another entity, (B) acquire or purchase an equity interest in or a substantial portion of the assets of another corporation, partnership or other business organization or otherwise acquire any capital expenditures other than in assets outside the ordinary course of business and consistent with past practice and in no event in excess of $20,000 individually or $200,000 in the aggregate; (e) otherwise enter into any material contract, commitment or transaction involving the incurrence, assumption or guarantee of indebtedness other than in outside the ordinary course of business and consistent with past practice or (C) sell, lease, license, waive, release, transfer, encumber or otherwise dispose of any of its material assets outside the ordinary course of business and consistent with past practice; (fiv) enter into (A) incur, assume or prepay any agreement indebtedness or any other liabilities in excess of SEK 784,000 individually, or in excess of SEK 3,920,000 in the type described in Sections 4.1(iaggregate (other than trade payables), 4.1(j)(ii(B) through assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person or (C) make any loans, gifts, advances or capital contributions to, or investments in, any other Person; (v) pay, satisfy, discharge or 4.1(tsettle any claim, liabilities or obligations (absolute, accrued, contingent or otherwise) which contemplates payments against the Company or any of its Subsidiaries, or any of their directors, officers, employees or agents in excess of $200,000 during any one year SEK 784,000 individually, or $600,000 over the term in excess of the contract; provided, however, that Lessee or Management may enter into any agreement or amend any existing agreement in connection with the acquisition or development of hotels by Sunstone or any Subsidiary thereof but only to the extent that (x) such acquisition or development is in compliance with the Merger Agreement and (y) any such agreement is of the type and contains terms that are SEK 3,920,000 in the ordinary course of business consistent with past practice of Lessee or Management, as applicable; provided further, that Lessee may pay reasonable legal fees and expenses incurred in connection with the Transactionsaggregate; (gvi) except as provided in Section 5.1(f)modify or amend, terminate or amend in waive any material respect any agreement listed or required to be listed on Schedule 4.1(h), 4.1(i)(ii) through (v) or 4.1(s) (h) file any voluntary petition for bankruptcy or receivership or fail to oppose any other Person's petition for bankruptcy benefit of, any non- competition agreement to which the Company or action to appoint any of its Subsidiaries is a receiver regarding, it; party; (ivii) except as required by applicable law authorize or to the extent required under existing employee benefit plans, agreements or arrangements as in effect on the date of this Agreement, (1) increase the compensation or fringe benefits of any employee, except for increases, in the ordinary course of business, in salary or wages of employees who are not directors or officers, (2) grant any severance or termination pay to any employee or (3) enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any employee; (j) change any accounting principle except as required by GAAP; (k) make any election with respect to Taxes; (l) cancel any indebtedness payable to it capital expenditures in excess of $10,000; (m) make any loan or other advance to any Person other than advances to wholly-owned Subsidiaries in existence on the date hereof; (n) take any willful action which would cause any representation or warranty of Alter or Bied▇▇▇▇▇ ▇▇▇tained in this Agreement to be or become untrue at Closing in any material respect; or (o) authorize any ofSEK 784,000 individually, or commit or agree to take any of, in excess of SEK 3,920,000 in the foregoing actions.aggregate;

Conduct of Business Pending the Closing. Except with the prior written consent of Sunstone Parties ▇▇▇▇▇▇▇▇▇ LLC and except as may be expressly permitted by this Agreement, prior to the Closing, each of Management, Management Sub and Lessee shall, and Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇▇▇▇▇ ▇▇▇llshall, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management and Management Sub to, operate its business only in the usual, regular and ordinary manner, on a basis consistent with past practice and, to the extent consistent with such operation, use its reasonable best efforts to preserve its present business organization intact, keep available the services of its present employees, preserve its present business relationships and maintain all rights, privileges and franchises necessary or desirable in the normal conduct of those businesses. Without limitation of the foregoing, prior to the Closing, except as expressly permitted by this Agreement, each of Management, Management Sub and Lessee shall not, and Lessee shall cause each Lessee Subsidiary, and Alter and Bied▇▇▇▇▇▇▇▇▇ ▇▇▇ll shall not, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management and Management Sub not to: (a) amend its Certificate of Incorporation or Bylaws; (b) issue, purchase or redeem, or authorize or propose the issuance, purchase or redemption of, or declare or pay any dividend with respect to, any shares of its capital stock or any class of securities convertible into, or rights, warrants or options to acquire, any such shares of other convertible securities, except for dividends on the capital stock of Management and Lessee which do not exceed $500,000 in the aggregate since December 31, 1998; (c) form any partnership, limited liability company or other joint venture (other than in the ordinary course consistent with past practice of such business), acquire or dispose of any business (whether by merger, purchase or otherwise) or of any assets (other than in the ordinary course consistent with past practice of such business) or acquire or dispose of any investment in any Person; (d) make or incur any capital expenditures other than in the ordinary course of business consistent with past practice and in no event in excess of $20,000 individually or $200,000 in the aggregate; (e) enter into any transaction involving the incurrence, assumption or guarantee of indebtedness other than in the ordinary course of business consistent with past practice; (f) enter into any agreement of the type described in Sections 4.1(i3.1(i), 4.1(j)(ii3.1(j)(ii) through (v) or 4.1(t3.1(t) which contemplates payments in excess of $200,000 during any one year or $600,000 over the term of the contract; provided, however, that Lessee or Management may enter into any agreement or amend any existing agreement in connection with the acquisition or development of hotels by Sunstone or any Subsidiary thereof but only to the extent that (x) such acquisition or development is in compliance with the Merger Agreement and (y) any such agreement is of the type and contains terms that are in the ordinary course of business consistent with past practice of Lessee or Management, as applicable; provided further, that Lessee may pay reasonable legal fees and expenses incurred in connection with the Transactions; (g) except as provided in Section 5.1(f4.1(f), terminate or amend in any material respect any agreement listed or required to be listed on Schedule 4.1(h3.1(i), 4.1(i)(ii3.1(j)(ii) through (v) or 4.1(s3.1(t); (h) file any voluntary petition for bankruptcy or receivership or fail to oppose any other Person's petition for bankruptcy of, or action to appoint a receiver regarding, it; (i) except as required by applicable law or to the extent required under existing employee benefit plans, agreements or arrangements as in effect on the date of this Agreement, (1A) increase the compensation or fringe benefits of any employee, except for increases, in the ordinary course of business, in salary or wages of employees who are not directors or officers, (2B) grant any severance or termination pay to any employee or (3C) enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any employee; provided that Lessee (on behalf of SHP) shall be permitted to make or agree to make payments as described on Schedule 2.1(m) hereto; (j) change any accounting principle except as required by GAAP; (k) make any election with respect to Taxes; (l) cancel any indebtedness payable to it in excess of $10,000; (m) make any loan or other advance to any Person other than advances to wholly-owned Subsidiaries in existence on the date hereof; (n) take any willful action which would cause any representation or warranty of Alter or Bied▇▇▇▇▇▇▇▇▇ ▇▇▇tained contained in this Agreement to be or become untrue at Closing in any material respect; or (o) authorize any of, or commit or agree to take any of, the foregoing actions. Notwithstanding anything to the contrary herein, Management, Management Sub and Lessee shall have the unrestricted right but not the obligation to pay off Liabilities under the loan agreement set forth on Schedule 4.1(o) (the "Lessee Line of Credit").