Common use of Absence of Material Changes Clause in Contracts

Absence of Material Changes. Without the prior written consent of BRI, the Management Company and each Stockholder shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-laws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company, except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts; (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understanding; or (m) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRIthe Buyer, the Management Company and each Stockholder Seller shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation its charter or By-lawsBylaws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Purchase or redeem any shares of its capital stock; (e) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (f) Sell, assign, or transfer any of the assets Assets, except for inventory sold in the ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost; (eg) Cancel any debts or claims, except in the ordinary course of business; (h) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases in the ordinary course of business consistent with past practice; (j) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (hk) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (il) Take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jm) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (kn) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lo) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 5,000 for each such lease, contract, agreement or understanding; (p) Engage any employee for a salary in excess of $20,000 per annum (other than an employee hired to replace a person employed on the date hereof who ceases to be employed by the Seller, at a salary which is equal to or less than the salary of such replaced employee); (q) Materially alter the terms, status or funding condition of any Employee Plan; (r) Make any loans to any person or entity; or (ms) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without Except as set forth in ---------------------------- Schedule 2.08 or as permitted by Section 5.06 or set forth in Schedule 5.06 or as expressly contemplated or permitted by this Agreement, since the prior written consent Balance Sheet Date, each of BRI, the Management Company and each Stockholder shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-laws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the its Subsidiaries has conducted its business of the Management Company, except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; course, and there has not been (dand it is not reasonably expected there will be) Sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts; (i) Take any event, change or permit circumstance causing, or reasonably anticipated to cause in the future, any act or omission constituting a breach or default under any Contract; (j) Fail Material Adverse Effect, except as otherwise disclosed to (i) preserve Parent in writing prior to the possession and control date of its assets and businessthis Agreement, (ii) keep any declaration, setting aside or payment of any dividend (whether in faithful service its present officers and key employeescash, stock or property) with respect to any of the Company's capital stock, other than the minimum required dividends declared on the 5% Stock or the Preference Stock, (iii) preserve (x) any granting by the goodwill Company or any of its customers and others having business relations Subsidiaries to any executive officer or director of the Company or any of its Subsidiaries of any increase in compensation, except as was required under employment agreements in effect as of the Balance Sheet Date, (y) any granting by the Company or any of its Subsidiaries to any such executive officer or director of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the Balance Sheet Date or (z) any entry by the Company or any of its Subsidiaries into any employment, severance or termination agreement with itany such executive officer or director, and (iv) keep any damage, destruction or loss, whether or not covered by insurance, that has or could have a Material Adverse Effect, (v) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP or (vi) any other action that would be prohibited by Section 5.06 on and preserve its business existing on after the date hereof until of this Agreement. As of the Closing date hereof, the Company's reserves for potential liabilities have not been materially reduced since the Balance Sheet Date provided that the Management Company and the Stockholders shall only be required Company believes that such reserves are sufficient to use reasonable efforts to perform cover the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understanding; or (m) Commit or agree to do any of the foregoing in the futureCompany's liabilities.

Absence of Material Changes. Without the prior written consent of BRISince December 31, the Management Company and each Stockholder shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-laws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company2011, except current liabilities incurred and obligations under contracts entered into as disclosed in the ordinary course of business; (d) SellSEC Filings or otherwise explicitly permitted by this Agreement, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts;there has not been: (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records change in the customary manner and consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in the ordinary or regular course of business and maintain in good repair its business premisesCompany’s most recently filed Annual Report on Form 20-F, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into except for changes in the ordinary course of business calling for payments consistent with past practice which have not had and could not reasonably be expected to have, individually or in the aggregate do not exceed $50,000 for each such leaseaggregate, contract, agreement or understanding; ora Material Adverse Effect; (mii) Commit any declaration or agree to do payment of any dividend, or any authorization or payment of any distribution, on any of the foregoing share capital of the Company, or any redemption or repurchase of any Equity Securities of the Company (other than repurchases by the Company at or below the original purchase price in connection with termination of employment); (iii) any material damage, destruction or loss, whether or not covered by insurance, to any assets or properties of the Company or its Subsidiaries; (iv) any waiver, not in the futureordinary course of business consistent with past practice, by the Company or any of its Subsidiaries of a material right or of a material debt owed to it; (v) any satisfaction or discharge of any Encumbrance or payment of any Liabilities by the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice or in an amount individually or among related Liabilities below US$1,000,000; (vi) any change or amendment to the Constitutional Documents of the Company or any of its Subsidiaries or material change to any material Contract or arrangement by which the Company or any of its Subsidiaries is bound or to which any of their respective assets or properties is subject; (vii) any material transaction entered into by the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice; (viii) the loss of the services of any key employee, or material change in the composition or duties of the executive officers of the Company or any of its Subsidiaries; (ix) other event or condition of any character that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Absence of Material Changes. Without Except as set forth in the prior written consent Disclosure Schedule, from the date of BRIthe Financial Statements to the date hereof, the Management Company and each Stockholder shall Companies have not, as may be applicable: (a) Take issued any action capital stock or other corporate securities or granted any option to materially amend any person for the Management Company's Certificate acquisition of Incorporation any capital stock or By-lawsother corporate securities; (b) Issue incurred any obligations or transfer any stockliabilities (absolute or contingent) except current liabilities incurred, bonds or other corporate securities and obligations under Contracts entered into, in the Ordinary Course of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securitiesBusiness; (c) Incur discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent) relating to the business of the Management Company, except current other than obligations or liabilities incurred and obligations under contracts entered into discharged or satisfied in the ordinary course Ordinary Course of businessBusiness; (d) Sell, assigndeclared or made any payment or distribution to stockholders, or transfer purchased or redeemed any shares of the assets of the Management Company other than the Excluded Assetsits capital stock; (e) Merge mortgaged, pledged, or consolidate with subjected to any lien, charge, or other entity encumbrance, any of their assets, tangible or permit any intangible, other entity to merge into it; acquire any stock than liens for taxes not yet due or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationwhich are being contested in good faith by appropriate proceedings; (f) Make sold or transferred any election of their tangible assets or give canceled any consent under debts or claims, except in each case in the Code or the tax statutes Ordinary Course of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax dueBusiness; (g) Waive sold, assigned, or transferred any rights of material value relating to the business of the Management CompanyIntangible Rights; (h) Modify, amend, alter suffered any material operating or terminate extraordinary loss or waived any right of its management contracts or other material contractssubstantial value; (i) Take made any loan to, borrowed money from, or permit entered into any act contract or omission constituting a breach understanding with, any Affiliate, employee, officer, or default under any Contractdirector of the Companies; (j) Fail made any payment or contracted for payment of any bonus, gratuity, or other compensation to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill other than wages and salaries in effect as of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until of the Closing Date provided that Financial Statements, except wage and salary adjustments made in the Management Company and Ordinary Course of Business for employees who are not officers or directors of the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Companies; (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary had any union or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipmentlabor difficulties or work stoppage; (l) Except in its capacity as management agent pursuant to the management contracts, enter entered into any leases, contracts, agreements or understandings transaction other than those in the Ordinary Course of Business; (m) entered into in the ordinary course any leases of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, real or personal property; (n) received any notice of termination of any contract, agreement lease or understandingother agreement; or (mo) Commit or agree entered into any Contracts for which the Companies expects to do any incur a loss from the provision of the foregoing in the futureservices.

Absence of Material Changes. Without the prior written consent of BRISince September 30, the Management Company and each Stockholder shall not2009, except as may be applicableset forth on Schedule 3.11, there has not been any: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-lawsCompany Material Adverse Effect; (b) Issue or transfer any stocksale, bonds lease, license, abandonment or other corporate securities disposition by any of the Management Sold Companies or the Asset Sellers of any material assets used in the Business, except (i) in the Ordinary Course of the Business; (ii) to another Sold Company or grant any option Asset Seller; or issue any warrant (iii) relating to purchase or subscribe to any of such securities or issue any securities convertible into such securitiesthe transactions contemplated hereby; (c) Incur any obligation or liability (absolute or contingent) relating capital expenditures with respect to the business Business which were not budgeted for in the operating plans of the Management CompanyBusiness then in effect, except current liabilities incurred for capital expenditures that would, together with the amounts otherwise budgeted and obligations under contracts entered into committed, exceed for any quarterly period the budgeted amount in such plan by an amount no more than $500,000 in the ordinary course of businessaggregate; (d) Sell, assign, acquisition or transfer merger or consolidation with any business or acquisition of substantially all or a material part of the assets of any Person with respect to the Management Company other than the Excluded AssetsBusiness; (e) Merge cancellation, extinguishment or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire termination without replacement any material assets of insurance policy or other material insurance arrangement naming any other person, partnership, corporation Sold Company or business organizationAsset Seller as (or to which the Business is) a beneficiary or loss-payable payee or any amendment or modification thereto which would materially adversely affect the Business’ rights with respect thereto; (f) Make any election acceleration of delivery or give any consent under sale of products or services or offering of discounts to accelerate the Code sale of products or services, except in the tax statutes Ordinary Course of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax dueBusiness; (g) Waive assumption of or entry into any rights of material value labor or collective bargaining agreement relating to the business Business or transfer any employees of the Management CompanyBusiness who would have been a Transferred Employee to other operations, or employees of other operations to the Business other than in the Ordinary Course of Business; (h) Modifymaterial change to any accounting principle, amendmethod, alter estimate or terminate practice, or to any material method of its management contracts Tax accounting with respect to the Business, except for any such change required by reason of U.S. GAAP or other material contractslocal generally accepted accounting principles; (i) Take settlement of any claims, actions, arbitrations, disputes or permit any act or omission constituting a breach or default under any Contractother Proceedings with respect to the Business other than in the Ordinary Course of Business; (j) Fail changes or amendments to (i) preserve the possession and control charter or bylaws or similar organizational documents of its assets and businessany Sold Company, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be except as required by Law or required to use reasonable efforts to perform effectuate the activities described in clause (i) through (iv) of transactions contemplated by this paragraph (j)Agreement; (k) Fail with respect to operate its business and maintain its booksthe Business, accounts and records except as would not adversely affect Buyer, making of any material Tax election or any change to material Tax election (including, without limitation, an election under Section 301.7701-3 of the Treasury Regulations) or any change in any material position taken on any Tax Return filed prior to the customary manner and date of this Agreement or the adoption of any method therefor that is inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods or the ordinary settlement or regular course compromise of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment;any Tax liability; and (l) Except in its capacity as management agent pursuant to increases or enhancements of the management contracts, enter into any leases, contracts, agreements compensation or understandings benefits of the Business Employees other than those entered into as required by Contract or otherwise in the ordinary course Ordinary Course of business calling for payments which in the aggregate do not exceed $50,000 for each such leaseBusiness consistent with past practice, contract, agreement or understanding; or (m) Commit or agree to do any of the foregoing in the futureincluding normal periodic performance reviews and related compensation benefits).

Absence of Material Changes. Without the prior written consent of BRIthe Buyer, the Management Company and each Stockholder shall not, as may be applicableno Seller shall: (a) Take any action to materially amend the Management Company's Certificate its charter, operating agreement, certificate of Incorporation formation or By-lawsBylaws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Except for customary (in amount and frequency consistent with past practice) dividend and distribution payments to the stockholders and members of the Sellers, declare or make any payment or distribution to its shareholders with respect to their stock or purchase or redeem any shares of its capital stock; (e) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (f) Sell, assign, or transfer any of the assets Assets, except for inventory sold in the ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost; (eg) Cancel any debts or claims, except in the ordinary course of business; (h) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, outside of the ordinary course of business or inconsistent with past practice; (j) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax dueTaxes, to the extent materially different from those made in accordance with customary past practice; (g) Waive any rights of material value relating to the business of the Management Company; (hk) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (il) Take or permit any act or omission constituting a material breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jm) Fail to (i) preserve the possession and control of its assets and business, (ii) use its best efforts to keep in faithful service its present officers and key employees, (iii) use its best efforts to preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) use its best efforts to keep and preserve its business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (kn) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lo) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 5,000 for each such lease, contract, agreement or understanding; (p) Engage any employee for a salary in excess of $20,000 per annum; (q) Materially alter the terms, status or funding condition of any Employee Plan; (r) Make any loans to any person or entity; or (ms) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without Except for transactions contemplated or necessitated by this Agreement, the Company shall not, without the prior written consent of BRI, the Management Company and each Stockholder shall not, as may be applicableBuyer: (a) Take amend or modify the terms upon which any action to materially amend of the Management Company's Certificate of Incorporation Providers are compensated or By-lawsreimbursed; (b) Issue terminate any Provider Agreement, except for any terminations in the ordinary course of business that do not, in the aggregate, affect more than one percent of the Members; (c) terminate or transfer amend any Medicaid Contract; (d) fail to pay any medical claim liability or indebtedness relating to the Company's Medicaid business when due or improperly record such claim liabilities in the accounts of the Company, except for (i) any such failure attributable to a claim contested by the Company in good faith in the ordinary course of business and (ii) up to an aggregate of $25,000 per calendar month (or a portion thereof) assessed as penalties or interest attributable to late payments by The TriZetto Group, Inc., as third party administrator for the Company; (e) take any action to amend its Certificate of Incorporation or Bylaws; (f) issue any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to for any of such securities or issue any securities convertible into such securities; (cg) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred incurred, obligations under any Provider Agreement and obligations under contracts entered into the Contracts, or otherwise incurred in the ordinary course of business up to $30,000 in the aggregate; (h) declare or make any payment or distribution to the Stockholder with respect to its stock, or purchase or redeem any shares of its capital stock; (i) mortgage, pledge, or subject to any lien, charge or any other encumbrance any of their respective assets or properties; (j) sell, assign, or transfer any of its assets, except in the ordinary course of business; (dk) Sellcancel any debts or claims, assign, or transfer any except in the ordinary course of the assets of the Management Company other than the Excluded Assetsbusiness; (el) Merge merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fm) Make make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases in the ordinary course of business consistent with past practice; (n) make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (go) Waive waive any rights of material value relating to the business of the Management Companyvalue; (hp) Modifymodify, amend, alter or terminate any of its management executory contracts of a material value or other that are material contractsin amount; (iq) Take take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound, except for any acts or omissions that, in the aggregate, do not and will not have a Company MAE; (jr) Fail fail to (i) preserve the possession and control of its assets and business, (ii) use its best efforts, to the extent commercially reasonable ("Reasonable Best Efforts"), to keep in faithful service its present officers and key employees, except as agreed with the Buyer, (iii) preserve the goodwill of its customers relationships with Providers, Members, regulatory bodies, agents, brokers and others having business relations with it, and (iv) keep and preserve its Medicaid business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (ks) Fail fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or and regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lt) Except in its capacity as management agent pursuant to the management contracts, enter into any leaseslease, contractscontract, agreements agreement or understandings understanding, other than (i) those entered into in the ordinary course of business calling for payments which that in the aggregate do not exceed $50,000 25,000 for each such lease, contract, agreement or understandingunderstanding or (ii) any Provider Agreement; (u) incur any capital expenditure in excess of $15,000 in an instance or $100,000 in the aggregate; (v) engage any new employee; (w) materially alter the terms, status or funding condition of any Employee Plan; or (mx) Commit commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRISince December 31, the Management Company and each Stockholder shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-laws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company2013, except current liabilities incurred and obligations under contracts entered into as disclosed in the ordinary course of business; (d) SellSEC Filings or otherwise explicitly permitted by this Agreement, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts;there has not been: (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records change in the customary manner and consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in the ordinary or regular course of business and maintain in good repair its business premisesCompany’s most recently filed Annual Report on Form 20-F, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into except for changes in the ordinary course of business calling for payments consistent with past practice which have not had and could not reasonably be expected to have, individually or in the aggregate do aggregate, a Material Adverse Effect; (ii) any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the share capital of the Company, or any redemption or repurchase of any Equity Securities of the Company (other than repurchases by the Company at or below the original purchase price in connection with termination of employment); (iii) any material damage, destruction or loss, whether or not exceed $50,000 for each such leasecovered by insurance, contractto any assets or properties of the Company or its Subsidiaries; (iv) any waiver, agreement not in the ordinary course of business consistent with past practice, by the Company or understandingany of its Subsidiaries of a material right or of a material debt owed to it; (v) any satisfaction or discharge of any Encumbrance or payment of any Liabilities by the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice or in an amount individually or among related Liabilities below US$1,000,000; (vi) any change or amendment to the Constitutional Documents of the Company or any of its Subsidiaries or material change to any material Contract or arrangement by which the Company or any of its Subsidiaries is bound or to which any of their respective assets or properties is subject; (vii) any material transaction entered into by the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice; (viii) the loss of the services of any key employee, or material change in the composition or duties of the executive officers of the Company or any of its Subsidiaries; or (mix) Commit any other event or agree condition of any character that has had or could reasonably be expected to do any of the foregoing have, individually or in the futureaggregate, a Material Adverse Effect.

Absence of Material Changes. Without From and after the prior written date hereof until the Closing Date, except as otherwise required under this Agreement or except to the extent otherwise consented to by Parent (such consent not to be unreasonably withheld, provided Parent shall have full discretion to consider the impact of BRI, any and all actions and the Management impact of such actions on the value of the Company and each Stockholder shall notits Subsidiaries to be acquired) or as disclosed in Section 5.2 of the Company Disclosure Schedule, as may be applicableneither the Company nor any of its Subsidiaries shall: (a) Take take any action to materially amend the Management Company's Certificate of Incorporation its charter documents or By-lawsbylaws; (b) Issue issue, deliver, sell, grant, pledge or transfer otherwise dispose of or encumber, or redeem, purchase or otherwise acquire or grant negotiation rights with respect to, any stockshares of the Company’s or any of its Subsidiaries’ capital stock or other equity interests, or bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such securitiesshares, other equity interests, voting securities or convertible or exchangeable securities other than (i) shares of Common Stock issued to Optionholders in connection with the exercise of Options outstanding on the date hereof, (ii) shares of Common Stock issued to Warrantholders in connection with the exercise of Warrants outstanding on the date hereof, (iii) shares of Common Stock issued upon the conversion of the Preferred Stock, (iv) pursuant to the Management Restricted Stock Agreement, or (v) with respect to Appraisal Shares in accordance with Section 1.5(i); (c) Incur incur any obligation or liability Liability (absolute or contingent) relating to the business of the Management Company), except current liabilities Liabilities incurred and obligations under contracts entered into in the ordinary course Ordinary Course of businessBusiness and pursuant to Contracts described in clause (d) below; (d) Sell, assign, or transfer enter into any Contract outside of the assets Ordinary Course of the Management Company Business (other than with respect to the Excluded AssetsContemplated Transactions); (e) Merge create, incur, assume or consolidate with guarantee any other entity or permit any other entity Indebtedness (including, without limitation, obligations in respect of capital leases) except for Indebtedness incurred in the Ordinary Course of Business not to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationexceed $50,000; (f) Make (i) split, combine or reclassify any election of the Company’s or give any consent under its Subsidiaries’ capital stock or other equity interests (including through the Code declaration or payment of an in-kind dividend) or issue or authorize the tax statutes issuance of any state other securities in respect of, in lieu of or in substitution for shares of the Company’s or its Subsidiaries’ capital stock or other jurisdiction or make any termination, revocation or cancellation of any such election equity interests or any consent of their other securities (except as otherwise permitted by this Agreement) or compromise (ii) purchase or settle redeem any claim for past shares or present tax dueother securities of the Company or any of its Subsidiaries other than Appraisal Shares in accordance with Section 1.5(i) or in accordance with the Management Restricted Stock Agreement; (g) Waive pledge or encumber, sell, assign, lease, license, dispose of or otherwise transfer any rights of assets (i) that are material value relating to the business Company and its Subsidiaries, taken as a whole (including any accounts, leases, contracts or Intellectual Property or any assets or the stock of any of its Subsidiaries) or (ii) outside of the Management CompanyOrdinary Course of Business (in an amount not to exceed $100,000); (h) Modifycancel any rights, debts or claims, except in the Ordinary Course of Business; (i) (i) except as contemplated by this Agreement, pre-pay any long-term debt, (ii) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in the Ordinary Course of Business and in accordance with their terms, (iii) accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course of Business or (iv) delay or accelerate payment of any account payable in advance of its due date or the date such liability would have been paid in the Ordinary Course of Business; (j) create any new Subsidiary, enter into any joint venture or partnership with any other Person or acquire the securities of, or invest in, any other Person; (k) enter into or consummate any agreement (as either buyer or seller) with respect to any acquisition (i) by merger or consolidation with, or by the purchase of all or a substantial portion of the assets or any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof or (ii) of any assets, except in the case of purchases of assets in the Ordinary Course of Business in an amount not to exceed $100,000 (in transactions not otherwise subject to subparagraph (i) of this Section 5.2(k); (l) except as contemplated by this Agreement, make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases to employees in the Ordinary Course of Business; (m) change any of its accounting principles, procedures, methods or practices, except as required by GAAP upon notice to Parent; (i) except as required by Applicable Law, make or change any Tax accounting method or annual Tax accounting period, (ii) settle or compromise any liability for Taxes, (iii) enter into any Tax sharing, Tax indemnity or closing agreement, (iv) consent to any extension or waiver of the limitation period applicable to any Tax, or any claim or assessment in respect of any Tax, with any Taxing Authority, (v) except as required by Applicable Law, file (A) any Tax Return in a manner inconsistent with past practice or (B) any amended Tax Returns or claim for a Tax refund, (vi) fail to file any federal or state income Tax Return or any other material Tax Return when due (taking into account extensions if written notice thereof had been provided to Parent), (vii) fail to pay any Tax when due, or (viii) fail to accrue any Tax in accordance with past practice; (o) modify, amend, alter or terminate any Material Contract or knowingly waive, release or assign any material rights or claims under any such Material Contract in a manner adverse to the Company or any of its management contracts Subsidiaries (including any write-off or other compromise of any material contractsaccounts receivable of the Company or any of its Subsidiaries), except, in each case, in the Ordinary Course of Business consistent with past practice; (ip) Take enter into, adopt or permit approve any act or omission constituting a breach or default under any Contractnew Employee Benefit Plan; (jq) Fail modify, amend, alter or terminate any existing Employee Benefit Plan, whether or not listed in Section 2.12(a) of the Company Disclosure Schedule, except as may reasonably be required to comply with Applicable Law; (r) except as contemplated by this Agreement, increase the rate of compensation or benefits of, or pay or agree to pay any benefit to (including, but not limited to, severance or termination pay), present or former managers, directors, officers or employees, other than to employees in the Ordinary Course of Business, or negotiate or enter into any collective bargaining agreement, or make any commitment with respect to collective bargaining or recognition of any labor organization or bargaining unit; (s) cancel, terminate or permit the lapse of any insurance policy naming it as a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; (t) waive, release, assign, settle or compromise any claims or any litigation or arbitration other than in the Ordinary Course of Business in an amount not to exceed $100,000; (u) modify, amend or terminate, or waive, release or assign any rights or claims with respect to any confidentiality or standstill agreement to which the Company is a party; (v) open or close any facility or office or enter into any new, or cease to operate in, exit or discontinue any existing, line of business or business segment other than in the Ordinary Course of Business; (w) except as contemplated by this Agreement, make any cash payment (i) preserve to any Related Person outside of the possession and control Ordinary Course of its assets and businessBusiness in an amount not to exceed $50,000, or (ii) keep on or in faithful service its present officers and key employeesrespect of the capital stock or other equity interests of the Company (including dividends or other distributions), (iii) preserve other than any of the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing foregoing payments that will be reflected on the date hereof until the Closing Date provided that the Management Third Party Payables Schedule as Company Fees and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Expenses; (kx) Fail to operate its business and maintain its books, accounts and records make or incur any capital expenditure other than in the customary manner and Ordinary Course of Business in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant an amount not to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understanding50,000; or (my) Commit agree, whether in writing or agree otherwise, to do any of the foregoing in the futureforegoing.

Absence of Material Changes. Without the prior written consent --------------------------- of BRIthe Buyer or Peritus, and except as set forth in Subsection 1.1 hereof, the Management Company and each Stockholder Seller Entities shall not, as may be applicable: (a) Take take any action to materially amend the Management CompanyMDI's Certificate Articles of Incorporation or By-lawsCode of Regulations; (b) Issue or transfer issue any stock, bonds or other corporate securities of the Management Company MDI or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management CompanyMDI Business, except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Selldeclare or make any payment or distribution to MDI's shareholders with respect to their stock or purchase or redeem any shares of MDI's capital stock; (e) mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (f) sell, assign, or transfer any of the assets Assets, except for products sold or licensed in the ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost; (eg) Merge cancel any debts or claims relating to the MDI Business, except in the ordinary course of business; (h) merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make make, accrue or become liable for any bonus, profit sharing or incentive payment relating to the MDI Business, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by either Seller Entity to any officers, directors or employees engaged in the MDI Business, other than increases in the ordinary course of business consistent with past practice; (j) make any election or give any consent under the Code or the tax Tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax Tax due; (gk) Waive waive any rights of material value relating to the business of the Management CompanyMDI Business; (hl) Modifymodify, amend, alter or terminate any executory contracts of its management contracts a material value relating to the MDI Business or other which are material contractsin amount; (im) Take take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement relating to the MDI Business or by which the Assets are bound; (jn) Fail fail to use its best efforts to (i) preserve the possession and control of its assets the Assets and businessthe MDI Business, (ii) keep in faithful service its the present officers and key employeesemployees engaged in the MDI Business, (iii) preserve the goodwill of its customers the customers, suppliers, agents, brokers and others having business relations with itthe MDI Business, and (iv) keep and preserve its business the MDI Business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (ko) Fail fail to operate its business the MDI Business and maintain its the books, accounts and records relating to the MDI Business in the customary manner and in the ordinary or regular course of business and maintain in good repair its business the premises, fixtures, machinery, furniture and equipmentequipment relating to the MDI Business; (lp) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings relating to the MDI Business other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 10,000 for each such lease, contract, agreement or understanding; (q) engage any employee in the MDI Business for a salary in excess of $50,000 per annum; (r) materially alter the terms, status or funding condition of any employee plan relating to employees engaged in the MDI Business; or (ms) Commit commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without Except as set forth on Schedule 2.8, --------------------------- ------------ since the prior written consent of BRIBalance Sheet Date, the Management Company (which term includes each Subsidiary for purposes of this Section) has conducted its business in the ordinary course, consistent with past practice and each Stockholder shall not, as may be applicable: there has not been (a) Take any action to materially amend Material Adverse Effect or any event or condition (other than events or conditions affecting the Management Company's Certificate of Incorporation or By-laws; industry generally and which have been publicly reported) which could reasonably be expected to have such a Material Adverse Effect, (b) Issue any waiver or transfer cancellation of any material right of the Company, or the cancellation of any material debt or claim held by the Company, (c) any payment, discharge or satisfaction of any claim, liability or obligation of the Company other than in the ordinary course of business and payments of the Bridge Loans, (d) any Encumbrance upon the assets of the Company other than any Permitted Encumbrance (as defined in Section 2.30), (e) any declaration or payment of dividends on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any securities of the Company, (f) any issuance of any stock, bonds or other corporate securities of the Management Company Company, (g) any sale, assignment or grant transfer of any option tangible or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business intangible assets of the Management Company, Company except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modifyany loan by the Company to any officer, amenddirector, alter employee, consultant or terminate any shareholder of its management contracts or other material contracts; the Company (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into advances to such persons in the ordinary course of business calling for payments which in connection with travel and travel related expenses), (i) any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the assets, property, financial condition or results of operations of the Company, (j) any increase, direct or indirect, in the aggregate do not exceed $50,000 compensation paid or payable to any officer or director of the Company or, other than in the ordinary course of business, to any other employee, consultant or agent of the Company, (k) any change in the accounting or tax methods, practices or policies, or of any material tax election of the Company, (l) any indebtedness incurred for each such leaseborrowed money by the Company other than in the ordinary course of business and the Bridge Loans, contract, agreement or understanding; or (m) Commit any amendment to or agree termination of any material agreement to which the Company is a party other than the expiration of any such agreement in accordance with its terms, (n) any change of which either (i) the Company has received notice or (ii) otherwise has knowledge with respect to the regulation of the Company or its activities by any administrative agency or governmental body to the extent such change has had or could reasonably be expected to have a Material Adverse Effect, (o) any material change in the manner of business or operations of the Company (including, without limitation, any accelerations or deferral of the payment of accounts payable or other current liabilities or deferral of the collection of accounts or notes receivable), (p) any capital expenditures or commitments therefor by the Company that aggregate in excess of $50,000, (q) except for any amendments to the Company's certificate of incorporation and by-laws required in connection with the transactions contemplated by this Agreement, any amendment of the certificate of incorporation, by-laws or other organizational documents of the Company, (r) any transaction entered into by the Company other than in the ordinary course of business or any other material transaction (other than the Bridge Loans) entered into by the Company whether or not in the ordinary course of business, or (s) any agreement or commitment (contingent or otherwise) by the Company to do any of the foregoing in the futureforegoing.

Absence of Material Changes. Without Prior to the prior written consent of BRIEffective Time, the Management Company MYR and each Stockholder of its subsidiaries shall not, other than in the normal course of business and in conformity with past practices, or as may contemplated by this Agreement or the Disclosure Schedule, without the consent of GPU (which consent will not be applicable: unreasonably withheld), (ai) Take make any action material change in its business or operations; (ii) make any material change in its accounting policies applied in the preparation of the financial statements referred to materially amend in Section 4.5; (iii) declare any dividends in cash on the Management Company's Certificate issued and outstanding shares of Incorporation or By-laws; (b) Issue or transfer any its common stock, bonds or make any other distribution of any kind in respect thereof other than regular quarterly dividends consistent with past practices; (iv) issue, sell or otherwise distribute any authorized but unissued shares of its capital stock (other than upon exercise of options outstanding on the date of this Agreement or permitted to be granted hereby or upon conversion of outstanding convertible notes) or effect any stock split, stock dividend or combination or reclassification of any such shares or grant or commit to grant or amend or modify any option, warrant or other corporate securities right to subscribe for or purchase or otherwise acquire any shares of the Management Company its capital stock or grant any security convertible into or exchangeable for any such shares (other than grants of options under stock option plans); (v) purchase or issue redeem any warrant of its capital stock (or permit any of its subsidiaries to purchase or subscribe to any of such securities its capital stock); (vi) adopt any amendment to its charter or issue bylaws; or (vii) dispose, or permit any securities convertible into such securities; (c) Incur of its subsidiaries to dispose, of any obligation or liability (absolute or contingent) relating to the business of the Management Company, except current liabilities incurred and obligations under contracts entered into in its assets outside the ordinary course of business; (d) Sell. In addition, assign, or transfer any from and after the date of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating this Agreement and prior to the business of Effective Time, except as contemplated by the Management Company; (h) ModifyDisclosure Schedule, amend, alter or terminate neither MYR nor any of its management contracts subsidiaries shall, without the consent of GPU (which consent may be granted or other material contracts; withheld in GPU's sole discretion): (i) Take pay any bonus or permit increase the rate of compensation of any act of their employees, except for (A) payment of bonus compensation for the year ending December 31, 1999 in an aggregate amount not to exceed the amount set forth in the Disclosure Schedule, (B) salary increases for officers of MYR or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, subsidiaries approved by GPU (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with itwhich approval shall not be unreasonably withheld), and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (jC); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understanding; or (m) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent --------------------------- of BRIthe Buyer, the Management Company and each Stockholder shall not, as may be applicableneither Seller shall: (a) Take any action to materially amend the Management Company's its Certificate of Incorporation or By-lawsBylaws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Declare or make any payment or distribution to its shareholders with respect to their stock or purchase or redeem any shares of its capital stock, except that a Seller may declare and make a distribution to the Stockholder for the purpose (i) of satisfying the requirements of the Code applicable to such Seller's status as "S Corporations" for the period ending on the Closing Date or (ii) distributing to the Stockholder any Excluded Assets, such amount to be agreed upon by the Buyer and the Sellers; (e) Mortgage, pledge, or subject to any Security Interest any of the Acquired Assets; (f) Sell, assign, or transfer any of the assets Acquired Assets, except for inventory sold in the ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost; (eg) Cancel any debts or claims, except in the ordinary course of business; (h) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases in the ordinary course of business consistent with past practice; (j) Make any election or give any consent under the Code or the tax Tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax Tax due; (gk) Waive any rights of material value relating to the business of the Management Companyvalue; (hl) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (im) Take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jn) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (ko) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lp) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 10,000 for each such lease, contract, agreement or understanding; (q) Engage any employee other than in the ordinary course of business and whose wage earnings are commensurate with the wage earnings of employees of a Seller on the date hereof performing such similar services for such Seller; (r) Materially alter the terms, status or funding condition of any Employee Plan; or (ms) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent --------------------------- of BRIthe Buyer, the Management Company and each Stockholder Seller shall not, as may be applicable: (a) Take any action to materially amend the Management Company's its Certificate of Incorporation or By-lawsBylaws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Declare or make any payment or distribution to its shareholders with respect to its stock or purchase or redeem any shares of its capital stock, except that the Seller may declare and make a distribution to the stockholders of the Seller for the purpose (i) of satisfying the requirements of the Code applicable to the Seller's status as "S Corporations" for the period ending on the Closing Date or (ii) distributing to the stockholders any Excluded Assets; (e) Mortgage, pledge, or subject to any Security Interest any of the Acquired Assets; (f) Sell, assign, or transfer any of the assets Acquired Assets, except for inventory sold in the ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost; (eg) Cancel any debts or claims, except in the ordinary course of business; (h) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases in the ordinary course of business consistent with past practice; (j) Make any election or give any consent under the Code or the tax Tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax Tax due; (gk) Waive any rights of material value relating to the business of the Management Companyvalue; (hl) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (im) Take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jn) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (ko) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lp) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 10,000 for each such lease, contract, agreement or understanding; (q) Engage any employee other than in the ordinary course of business and whose wage earnings are commensurate with the wage earnings of employees of the Seller on the date hereof performing such similar services for the Seller; (r) Materially alter the terms, status or funding condition of any Employee Plan; or (ms) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRI--------------------------- the Buyer, the Management Company and each Stockholder Seller shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate its Articles of Incorporation Organization or By-lawsBylaws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business, and shall not permit the amount of indebtedness outstanding under the Freemont Agreement to exceed $500,000; (d) Declare or make any payment or distribution to its shareholders with respect to their stock or purchase or redeem any shares of its capital stock; (e) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (f) Sell, assign, or transfer any of the assets Assets, except for inventory sold in the ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost; (eg) Cancel any debts or claims, except in the ordinary course of business; (h) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases in the ordinary course of business consistent with past practice; (j) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (gk) Waive any rights of material value relating to the business of the Management Companyvalue; (hl) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (im) Take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jn) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (ko) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lp) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 10,000 for each such lease, contract, agreement or understanding; (q) Engage any employee; (r) Materially alter the terms, status or funding condition of any Employee Plan; or (ms) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRIthe Buyer, the Management Company and each Stockholder shall not, as may be applicableneither AEI nor REP shall: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-lawsits charter documents; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or equity interest, or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securitiesequity interests; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Declare or make any payment or distribution to its shareholders or members with respect to their stock or membership interests or purchase or redeem any shares of its capital stock or other equity interests; (e) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (f) Sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (eg) Cancel any debts or claims, except in the ordinary course of business; (h) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees; (j) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (gk) Waive any rights of material value relating to the business of the Management Companyvalue; (hl) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (im) Take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jn) Fail to use commercially reasonable efforts to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (ko) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lp) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings other than those entered into understandings; (q) Engage any employee for a salary in the ordinary course excess of business calling for payments which in the aggregate do not exceed $50,000 for each such leaseper annum; (r) Materially alter the terms, contract, agreement status or understandingfunding condition of any Employee Plan; or (ms) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without Except as disclosed on SCHEDULE 3.9,or as expressly disclosed in the prior written consent of BRIPTI SEC Reports (as defined below), the Management Company and each Stockholder shall notsince December 31, as may be applicable1996, no PTI Entity has: (a) Take undergone any action to materially amend the Management Company's Certificate of Incorporation change in its business, financial condition, or By-laws; (b) Issue or transfer any stock, bonds or operations other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company, except current liabilities incurred and obligations under contracts entered into than changes in the ordinary course of business, none of which individually or in the aggregate has had a Material Adverse Effect; (b) suffered any damage, destruction or loss, whether or not covered by insurance, that was Material; (c) issued or sold any stock or partnership interests or incurred any Material Indebtedness; (d) Sellgranted any options or warrants or entered into any Contract for the issuance of stock, assign, securities or transfer any of the assets of the Management Company other than the Excluded Assetsequity interests; (e) Merge mortgaged, pledged or consolidate with subjected to any other entity Encumbrance any of its properties or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets valued in excess of any other person, partnership, corporation or business organization$1,000,000; (f) Make increased or altered the payment obligations on any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax dueMaterial Indebtedness; (g) Waive acquired or disposed of any rights assets or properties not contemplated in PTI's 1997 Capital Budget having a value in excess of material value relating to $1,000,000 in the business case of the Management Companyany single item; (h) Modify, amend, alter merged or terminate consolidated with any of its management contracts or other material contractscorporation; (i) Take received notice of any dispute, claim, event or permit condition of any act character (including but not limited to any notices from any Governmental Entity) that could reasonably be expected to have a Material Adverse Effect (excluding events or omission constituting a breach conditions relating to general economic conditions, changes in the regulatory environment or default under any Contractother changes affecting the telecommunications industry generally); (j) Fail to (i) preserve the possession and control terminated or amended any Contract that is Material or, except as contemplated in PTI's 1997 Capital Budget, entered into any Contract or purchase order providing for payments by such entity in excess of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)$1,000,000; (k) Fail made any change in its accounting methods or practices other than changes in estimates related to operate its business the determination of expense accruals for health, pension and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment;other post-retirement benefits. (l) Except in its capacity as management agent pursuant to increased the management contractsbonuses, enter into salaries or other compensation of any leasesofficer or employee of any PTI Entity, contracts, agreements or understandings other than those entered into except in the ordinary course of business calling business, consistent with past practices, or entered into any employment, severance or similar Contract (except for payments which in the aggregate do hiring of new employees whose expected annualized compensation does not exceed $50,000 100,000), or adopted, amended or terminated any Employee Benefit Plan; (m) received any notice indicating that there exists any Material labor unrest among its employees or that any group, labor union or similar organization tried to organize any of its employees; (n) in the case of PTI, declared or paid any dividend or made any distribution with respect to the Stock except for each such leaseregular quarterly dividends paid to PHI, contract, agreement or understandingwhich have not exceeded $13,625,000 per quarter; or (mo) Commit entered into any Contract or agree made any commitment to do or to take any of the foregoing actions referred to in the futuresubsections (a) through (n) of this Section 3.9.

Absence of Material Changes. Without Except as set forth in Section 6.6 of the prior written consent Disclosure Schedule, since the date of BRIthe Most Recent Balance Sheet, Seller and its operations have been operated in the Management Company Ordinary Course of Business, and each Stockholder shall that since the date of the Most Recent Balance Sheet, there have not been any Material Adverse Effect, and Seller has not, as may be applicable: (a) Take taken any action or entered into or amended, terminated, granted a waiver under or given a consent with respect to materially amend any transaction, agreement or commitment other than in the Management Company's Certificate Ordinary Course of Incorporation or By-lawsBusiness; (b) Issue waived any claims or transfer any stock, bonds or other corporate securities rights of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securitiesmaterial value; (c) Incur (i) granted any obligation severance or liability termination pay to (absolute or contingentamended any existing Contract with) relating to the business any current or former director, officer, employee or consultant of the Management CompanySeller, except current liabilities incurred and obligations (ii) increased, or accelerated, the compensation or benefits payable under contracts any existing severance or termination pay policies or employment Contracts, (iii) entered into any employment, deferred compensation or other similar Contract (or any amendment to any such existing Contract) with any director, officer, employee or consultant of the Seller, (iv) established, adopted or amended (except as required by Applicable Laws) any collective bargaining, stock option, restricted stock, bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, or any other benefit plan or arrangement covering any employees, officers, consultants or directors of the Seller, or (v) increased, or accelerated, compensation, bonus or other benefits payable to any employees, officers, consultants or directors of the Seller other than in the ordinary course case of businessthis clause (v) in accordance with the Seller’s Ordinary Course of Business; (d) Sellthreatened, assign, commenced or transfer settled any of the assets of the Management Company other than the Excluded AssetsProceeding; (e) Merge or consolidate with incurred any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationindebtedness for borrowed money; (f) Make paid, discharged, settled or satisfied any election material Claims, liabilities or give any consent under obligations (absolute, accrued, contingent or otherwise) other than the Code payment, discharge or satisfaction in the tax statutes Ordinary Course of any state or other jurisdiction or make any termination, revocation or cancellation Business of any such election trade payables or any consent other liability reflected or compromise or settle any claim for past or present tax duereserved against in the Most Recent Balance Sheet; (g) Waive purchased or sold, transferred, exchanged, licensed or otherwise disposed of any rights material properties or assets other than sales of material value relating to inventory in the business Ordinary Course of the Management CompanyBusiness; (h) Modifydisclosed to any Person without obtaining an appropriate confidentiality agreement from any such Person any trade secret, amendsource code, alter formula, process or terminate any know-how not theretofore a matter of its management contracts or other material contractspublic knowledge; (i) Take permitted any insurance policy naming Seller as a beneficiary or permit any act loss payee to expire, or omission constituting a breach to be canceled or default under any Contract;terminated; or (j) Fail agreed, whether in writing or otherwise, to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understanding; or (m) Commit or agree to do take any of the foregoing in actions, other than negotiations with Purchaser regarding the futuretransactions contemplated by this Agreement.

Absence of Material Changes. Without the prior written consent of BRIthe Buyer (which consent shall not be unreasonably withheld), the Management Company and each Stockholder Seller shall not, as may be applicable: (a) Take Except to the extent described in Seller's Proxy Statement dated November 20, 1996 (with respect to Seller's annual meeting of shareholders (the "November Proxy Statement")), take any action to materially amend the Management Company's Certificate of Incorporation its charter or By-lawsBylaws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities, except (1) upon exercise of currently outstanding options or warrants or other rights to acquire stock in the Seller; (2) upon conversion of currently outstanding convertible securities; or (3) for issuance of options to purchase 400,000 shares of Seller's Common Stock to persons who are elected to Seller's Board of Directors, as described in the November Proxy Statement; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Declare or make any payment or distribution to its shareholders with respect to their stock or purchase or redeem any shares of its capital stock; (e) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (f) Sell, assign, or transfer any of the assets Assets, except for inventory sold in the ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost; (eg) Except as described in Schedule 5.2(g), cancel any debts or claims, except in the ordinary course of business; (h) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees; (j) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (hk) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (il) Take or permit any act or omission constituting a material breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jm) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (kn) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lo) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 5,000 for each such lease, contract, agreement or understanding; (p) Engage any employee for a salary in excess of $10,000 per annum (except to replace an existing employee at a salary not in excess of such existing employee's then current salary); (q) Materially alter the terms, status or funding condition of any Employee Plan; (r) Make any loans to any person or entity; or (ms) Commit or agree to do any of the foregoing in the futurefuture prior to the Closing Date (provided any such commitment with respect to periods after the Closing Date may not prohibit or contradict performance by the Seller of its obligations under this Agreement, or otherwise impair or impede the Seller's ability to perform any of its obligations hereunder).

Absence of Material Changes. Without Except for this Agreement or as otherwise disclosed in the prior written consent Disclosure Schedule, without the approval of BRIParent neither Lobdxxx xxx any of its Subsidiaries has since January 1, the Management Company and each Stockholder shall not, as may be applicable1996: (a1) Take issued or sold any action of its bonds, debentures, notes or other securities or issued, sold or granted any option, warrant or right to materially amend purchase any thereof, or borrowed any money from any Person or guaranteed the Management Company's Certificate payment or performance of Incorporation or By-lawsany obligation of any Person; (b2) Issue except in the Ordinary Course of Business, sold, leased, disposed of, mortgaged, pledged or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe subjected to any lien or encumbrance (other than Permitted Liens), or waived any substantial rights relating to, any of such securities its material property or issue any securities convertible into such securitiesassets, tangible or intangible; (c3) Incur suffered any obligation damage, destruction or liability loss (absolute whether or contingentnot covered by insurance) relating to the business of the Management Company, except current liabilities incurred and obligations under contracts entered into in the ordinary course of businesswhich had or could have a Material Adverse Effect; (d4) Sellexcept in the Ordinary Course of Business, assign, terminated or transfer amended or suffered the termination or amendment of or failed to perform all its obligations or suffered or permitted any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity default to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts; (i) Take or permit any act or omission constituting a breach or default exist under any Material Contract; (j5) Fail to suffered any change in its condition (ifinancial or otherwise) preserve the possession and control of or in its assets and assets, liabilities or business, (ii) keep except changes which have not, individually or in faithful service its present officers and key employeesthe aggregate, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)had a Material Adverse Effect; (k6) Fail to operate changed its business and maintain accounting principles or its booksaccounting methods or practices followed, accounts and records including any change in the customary manner and in the ordinary depreciation or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipmentamortization policies or rates; (l7) Except in its capacity as management agent pursuant to the management contractsdate of this Agreement, enter declared any dividends or paid any distribution in respect of its capital stock, or redeemed, retired, purchased or otherwise acquired any such capital stock; (8) entered into any leasescontract or commitment to purchase or make any capital expenditure in excess of $250,000; (9) to the date of this Agreement, contractsexperienced any "extraordinary loss" as such term is defined in Section I-17 of the current text of Accounting Statements of the Financial Accounting Standards Board, agreements whether or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understandingloss was covered by insurance; or (m10) Commit engaged in any merger with or agree to do into another person, a consolidation with another person or any acquisition (by purchase, merger, consolidation, stock acquisition or otherwise) of substantially all the foregoing in the futureassets of another person.

Absence of Material Changes. Without the prior written consent of BRI, the Management Company and each Stockholder shall not, as may be applicable: (a) Take Since December 31, 2000, except as set forth on Schedule 3.23, there has not been any action to materially amend material adverse change in the Management Companycondition (financial or otherwise) of Seller's Certificate Business or the liabilities, assets, operations, results of Incorporation operations, prospects or By-laws;conditions (financial or otherwise) of Seller. (b) Issue Except as will be disclosed on Schedule 3.23, since December 31, 2000, Seller has operated its business in the ordinary course consistent with past practice, and, except in the ordinary course consistent with past practice or transfer as disclosed on Schedule 3.23 Seller has not: (i) permitted or allowed any stockof its assets to be (1) mortgaged, bonds pledged or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe subjected to any of such securities or issue any securities convertible into such securities; encumbrance, (c2) Incur any obligation or liability (absolute or contingent) relating distributed to the business Stockholders or (3) transferred or sold to any parties, other than the sale of the Management Company, except current liabilities incurred and obligations under contracts entered into Inventory in the ordinary course of business; (dii) Sell, assignwritten down, or transfer any failed to write down, or written up the value of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts inventory or other material contracts; (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and businessassets, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments consistent with past practice; (iii) amended, terminated, cancelled or compromised any claims or waived any other rights; (iv) disposed of or permitted to lapse any patent, trademark, assumed name, service mark, trade name or copyright xxxlication, registration or license to its business, or under which Seller has any right or license; (v) granted any increase in the aggregate do not exceed $50,000 for each compensation of the employees of Seller, including, without limitation, any such lease, contract, agreement increase pursuant to any Employee Benefit Plan or understanding; orestablished or increased or promised to increase any benefits under any such Employee Benefit Plan; (mvi) Commit made any material changes in the customary methods of operation of its business, including practices and policies relating to inventory carrying levels, purchasing, marketing or agree selling; (vii) declared, made, set aside or paid any dividends or other distributions (whether in cash, securities or other property) to do the Stockholders or redeemed any of its capital stock; (viii) incurred or assumed any indebtedness for borrowed money or guaranteed any such indebtedness; (ix) issued or sold any of its stock, notes, bonds or other securities (including treasury shares), or any option, warrant or other rights to purchase the same; (x) sustained any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of Seller; (xi) entered into any transaction, commitment, contract or agreement relating to its assets or business (including the acquisition or disposition of any assets) or the relinquishment of any contract or other right, material to Seller, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by this Agreement; (1) granted any severance or termination pay to any director, officer or employee of Seller, (2) entered into any employment, deferred compensation or other similar agreement, (3) increased benefits payable under any existing severance or termination pay policies or employment agreements or (4) increased compensation, bonus or other benefits payable to directors, officers or employees of Seller; (xiii) granted any option to purchase, or other right to acquire, capital stock or any security or other instrument convertible into capital stock of any class of Seller to any Person (as defined below); (xiv) changed any method of accounting or accounting practice (including in each case tax accounting), except for any such change required by reason of a concurrent change in accordance with generally accepted accounting principles and notice of which has been given in writing to Purchaser; (xv) entered into, extended, amended or terminated any Contract; (xvi) agreed, whether in writing or otherwise, to take any of the foregoing actions specified in the futurethis Section 3.

Absence of Material Changes. Without the prior written consent of BRIthe Buyer, the Management Company and each Stockholder shall not, as may be applicable: (a) Take take any action to materially amend the Management Company's Certificate of Incorporation its charter documents or By-lawsbylaws; (b) Issue or transfer issue any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to for any of such securities or issue any securities convertible into such securities;: (c) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Selldeclare or make any payment or distribution to its stockholders with respect to its stock or purchase or redeem any shares of its capital stock; (e) mortgage, pledge, or subject to any lien, charge or any other encumbrance any of their respective assets or properties; (f) sell, assign, or transfer any of its assets, except for inventory sold in the assets ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost; (eg) Merge cancel any debts or claims, except in the ordinary course of business; (h) merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases in the ordinary course of business consistent with past practice; (j) make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (gk) Waive waive any rights of material value relating to the business of the Management Companyvalue; (hl) Modifymodify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (im) Take take or permit any act or omission constituting a material breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jn) Fail fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers consumers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (ko) Fail fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or and regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lp) Except in its capacity as management agent pursuant to the management contracts, enter into any leaseslease, contractscontract, agreements agreement or understandings understanding, other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 3,500 for each such lease, contract, agreement or understanding; (q) incur any capital expenditure in excess of $10,000 in an instance or $50,000 in the aggregate; (r) engage any new employee for a salary in excess of $10,000 per annum (or equivalent hourly rate); (s) materially alter the terms, status or funding condition of any Employee Plan; or (mt) Commit commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior --------------------------- written consent of BRIthe Buyer, the Management Company and each Stockholder Seller shall not, as may be applicable: (a) Take any action to materially amend the Management Company's its Certificate of Incorporation or By-lawsBylaws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company, except current liabilities incurred and obligations under contracts entered into in the ordinary course of business); (d) Declare or make any payment or distribution to its shareholders with respect to their stock or purchase or redeem any shares of its capital stock; (e) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (f) Sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (eg) Cancel any debts or claims; (h) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees; (j) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (gk) Waive any rights of material value relating to the business of the Management Companyrights; (hl) Modify, amend, alter or terminate any of its management contracts or other material executory contracts; (im) Take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jn) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (ko) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lp) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings other than those entered into in understandings; (q) Engage any new employee; (r) Alter the ordinary course terms, status or funding condition of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understandingany Employee Plan; or (ms) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRIExcept as set forth on Schedule 4.24, the Management Company and each Stockholder shall notsince September 30, as may be applicable2003: (a) Take there has not been any action Material Adverse Effect with regard to materially amend the Management Company's Certificate of Incorporation Assets or By-lawsthe Business; (b) Issue the Company has not sold, assigned, or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to transferred any of such securities or issue any securities convertible into such securitiesits material Assets, except in the Ordinary Course of Business; (c) Incur the Company has not mortgaged, pledged or subjected to any obligation lien, pledge, mortgage, security interest, conditional sales contract, or liability (absolute or contingent) relating to the business other encumbrance of the Management Companyany nature whatsoever, any of its material Assets, except current liabilities incurred and obligations under contracts entered into in the ordinary course of businessfor Permitted Liens; (d) Sellthere has been no amendment, assigntermination, or transfer waiver of any material right of the assets of the Management Company other than the Excluded Assetsunder any Contract, License or Permit that reasonably may be anticipated to result in a Material Adverse Effect; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts;Company has not: (i) Take paid any judgment or permit settlement resulting from any act suit, proceeding, arbitration, claim or omission constituting a breach counterclaim filed before any Governmental Authority or default under any Contract; arbitration panel in excess of $25,000 (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required all such excluded payments do not aggregate to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (jmore than $100,000); (kii) Fail to operate its business and maintain its books, accounts and records in written down or written up the customary manner and in the ordinary value of any inventory or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipmentmaterial Assets; (liii) Except incurred any material indebtedness or guaranteed any material indebtedness, except for borrowings under existing loans or lines of credit, in respect of ordinary trade payables or otherwise in the Ordinary Course of Business; (iv) issued or sold any of its capacity as management agent stock, notes, bonds or other securities, or any option, warrant or other rights to purchase the same, except stock issuances upon exercise of outstanding Company Stock Options or options issued pursuant to the management contractsOption Plans; (v) increased the compensation of or granted or increased any severance or termination pay to any current Company employee, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course Ordinary Course of business calling for payments which Business or as otherwise identified in the aggregate do not exceed $50,000 for each such leasethis Agreement; (vi) declared, contractset aside or paid any dividend or distribution payable in cash, agreement stock, property or understandingotherwise with respect to Company Shares; or (mvii) Commit agreed, whether in writing or agree otherwise, to do take any of the foregoing actions specified in the futurethis Section 4.24.

Absence of Material Changes. Without the prior written consent of BRIthe Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the Management Company and each Stockholder Seller shall not, as may be applicablesolely with respect to the Business, and BioSepra, S.A. shall not, in any case: (a) Take Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any action to materially amend the Management Company's Certificate other manner, any business of Incorporation any corporation, partnership, joint venture, association, or By-lawsother business organization or division thereof; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company, except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax Tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax Tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts; (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (kc) Fail to operate its business and the Business or to maintain its books, accounts and records with respect to the Business in the customary ordinary course of business consistent with past practices; (d) Knowingly cause or permit to occur any of the events or occurrences described in Section 2.11; (e) Amend its or other governing documents; (f) Authorize for issuance, issue, sell, pledge, or deliver (whether through the issuance or granting of additional options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or any securities exercisable for the purchase of, or convertible into, shares of stock of any class (other than the issuance of (i) shares of Seller’s capital stock or options to purchase its capital stock pursuant to an existing option plan in the ordinary course of business, and (ii) shares of Seller’s capital stock pursuant to the exercise of rights outstanding on the date of this Agreement); (g) Split, combine, or reclassify any shares of its capital stock (whether by merger, consolidation, reorganization or otherwise), declare, set aside, or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock, or redeem or otherwise acquire any shares of its capital stock or its other securities; or amend or alter any material term of any of its outstanding securities; (h) Other than trade payables incurred and use of existing credit facilities, in each case in the ordinary course of business and consistent with past practice and other than intercompany indebtedness, create, incur or assume any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise agree to become liable or responsible for the obligations of any other person, or make any loans, advances or capital contributions to (other than reasonable travel advances for Business purposes), or investments in, any other person; or create, incur or assume any Encumbrance on any Asset or asset of BioSepra, S.A.; or forgive, cancel or compromise any indebtedness owing to it or any claims which it might have possessed; (i) Except as set forth in Schedule 5.2,(i) increase in any manner the compensation of any of its directors, officers, employees, or consultants, or accelerate the payment of any such compensation, except anniversary date salary increases for employees in the ordinary course of business and in a manner consistent with past practices or as required by existing contractual commitments or applicable law; (ii) pay or accelerate or otherwise modify the payment, vesting exercisability, or other feature or requirement of any Benefit Plan or to the advantage of any such director, officer, employee or consultant or (iii) except as required by existing contractual commitments or applicable laws, commit itself to any additional or increased Benefit Plan or to any employment or consulting agreement, with or for the benefit of any person, or amend any such plans or any of such agreements in existence on the date hereof (except any amendment required by law or that would not materially increase the benefits due under the relevant plan); (j) Except as described in Schedule 5.2 (j) and in the ordinary or regular course of business and maintain consistent with past practice or pursuant to contractual obligations existing on the date hereof and to the extent required hereunder disclosed on the Schedules annexed hereto, sell, transfer, mortgage, or otherwise dispose of or encumber any Assets or assets of BioSepra, S.A.; (k) Except as set forth in good repair its business premisesSchedule 2.11 attached hereto, fixturesmake or agree to make any capital expenditure or expenditures or loans to directors, machineryofficers or employees, furniture except for capital expenditures and equipmentloans of ten thousand dollars ($10,000) or less individually and of fifty thousand dollars ($50,000) or less in the aggregate; (l) Except in its capacity as management agent pursuant to the management contractsordinary course of business, enter into or terminate, or amend, extend, renew or otherwise modify in any leasesmaterial respect (including, contractsbut not limited to, by default or by failure to act) any joint ventures or any other agreements, protocols or work plans pursuant to agreements with third parties, commitments, or understandings contracts (except agreements, commitments, or contracts expressly provided for or contemplated by this Agreement); (m) Enter into any contract, plan, agreement, understanding, arrangement or obligation that restricts its, or would restrict BioSepra, S.A.’s or the Buyer’s ability to conduct any line of business; (n) Change in any respect its policy or practices as to sales of inventories or collection of receivables or its inventory consignment practices; (o) Remove or permit to be removed from any building, facility, or real property any material machinery, equipment, fixture, vehicle, or other than those entered into personal property or parts thereof, except in the ordinary course of business calling for payments which consistent with past practice, other than any Excluded Asset; (p) Alter or revise its accounting principles, procedures, methods, or practices, except as required by applicable law or regulation or by a change in GAAP or its equivalent in France and concurred with by Seller’s or BioSepra, S.A.’s independent public accountants; (q) Institute, settle, or compromise any claims, action, suit, or proceeding pending or threatened by or against it involving amounts in excess of fifty thousand dollars ($50,000), at law or in equity or before any government body or any nongovernmental self-regulatory agency; (r) grant any license or sublicense with respect to any Business Intellectual Property; (s) Knowingly take any action, or knowingly fail to take any action that would render any representation, warranty, covenant, or agreement of Seller in this Agreement inaccurate or breached such that the aggregate do conditions in Section 8.1 will not exceed $50,000 for each such lease, contract, agreement or understandingbe satisfied as of the Closing Date; or (mt) Commit Agree or agree consent, whether in writing or otherwise, to do any of the foregoing in the futureforegoing.

Absence of Material Changes. Without the prior written consent of BRI--------------------------- Buyer which shall not be unreasonably or untimely withheld, except as contemplated in this Agreement, no Seller shall with respect to Controls or the Management Company and each Stockholder shall not, as may be applicableBusiness or the Assets: (a) Take take any action to materially amend the Management Company's its Certificate of Incorporation or By-lawsBylaws; (b) Issue or transfer issue any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities, redeem any securities or make any loan or advance to any person or entity; (c) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of businessbusiness which individually do not require payments to or from Controls in an amount in excess of $3,000; (d) Sellmortgage, assignpledge, or transfer subject to any lien, charge or any other encumbrance any of the assets of the Management Company other than the Excluded Assets; (e) Merge sell, assign or consolidate with transfer any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other personthe Assets, partnership, corporation or business organizationexcept for finished goods Inventory sold in the ordinary course of business; (f) Make cancel any election debts or give any consent under claims which would affect the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax dueAssets; (g) Waive merge or consolidate with or into any corporation or other entity, or enter into any agreement with respect to the foregoing; (h) waive any rights of material value relating to the business of Assets, including, without limitation, the Management CompanyPurchased Contracts; (hi) Modifyexcept for immaterial changes that occur in the ordinary course of business, modify, amend, alter or terminate any of its management contracts the Purchased Contracts, or other material contracts; (i) Take take or permit any act or omission constituting a breach or default under any Purchased Contract; (j) Fail fail to (i) preserve the possession and control of its assets the Assets and businessBusiness, (ii) keep in faithful service use its present officers and key employees, (iii) best efforts consistent with good business practice to preserve the goodwill of its customers customers, suppliers, agents and others having business relations with it, and (iviii) use its best efforts consistent with good business practice to keep and preserve the Business, and continue its business existing on the date hereof operations, in a good and diligent manner until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)closing date; (k) Fail fail to operate its business and maintain its Controls' books, accounts and records in the customary manner and in the ordinary or and regular course of business and maintain in good repair accordance with past practice its business premisesPremises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling business; (m) voluntarily reduce the coverage amounts with respect to any insurance policies; (n) grant any wage increases, bonuses or commitments for payments which wage increases or bonuses to any employee or officer, enter into any employment agreements, or revise employee benefits; (o) enter into any new contract with any shareholder, director, officer or partner, or any affiliate of the foregoing that would affect the Business, or make any distribution to any of the foregoing; (p) make any change in procedures or timing with respect to the order or shipment of products, the payment of payables or the collection of receivables; (q) borrow any monies other than as required in the aggregate do not exceed $50,000 for each such leaseordinary course of business consistent with past practices; (r) change in any manner any accounting principles or methods other than changes which are consistent with generally accepted accounting principles; (s) cause or allow Controls or the Business to declare or pay any cash, contractstock or other dividend or distribution, agreement retire, purchase or understandingredeem any shares of capital stock, repay any loans or otherwise make payments to any shareholders or affiliates; (t) pay or commit to pay any management fees, rent, compensation, or other fees or expenses in an amount inconsistent with past practices and operation of the Business in the ordinary course; or (mu) Commit take any action or agree omit to do take any action that is outside the normal course of operation of the foregoing in Business, or that could have a material adverse affect on the futureAssets or Business, or Buyer's use of the Assets and operation of the Business subsequent to the closing.

Absence of Material Changes. Without the prior written consent of BRIthe Buyer (which consent shall not be unreasonably withheld and which consent shall not be required with respect to any action set forth below in this Section 5.2 if such action could not adversely impact the Seller's ability to consummate the transactions contemplated hereby or increase the post-Closing liability or obligations of the Buyer), the Management Company and each Stockholder Seller shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation its charter or By-lawsBylaws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (c) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (d) Sell, assign, or transfer any of the assets Assets, except for inventory sold in the ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost; (e) Cancel any debts or claims, except in the ordinary course of business; (f) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fg) Make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases in the ordinary course of business consistent with past practice; (h) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (hi) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (ij) Take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jk) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (kl) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lm) Except Engage any employee to work in its capacity as management agent pursuant to a Store for a salary in excess of $25,000 per annum; (n) Materially alter the management contractsterms, enter into status or funding condition of any leasesEmployee Plan, contracts, agreements except for any such alterations that would create no current or understandings other than those entered into in future obligations on the ordinary course part of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understandingBuyer; or (mo) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRIthe --------------------------- Buyer, neither the Management Company and each Stockholder shall not, as may be applicablenor any of the Subsidiaries shall: (ai) Take take any action to materially amend the Management Company's Certificate of Incorporation or By-lawsits organizational documents; (bii) Issue or transfer issue any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (ciii) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course Ordinary Course of businessBusiness; (div) Selldeclare or make any payment or distribution to its shareholders with respect to their stock or purchase or redeem any shares of its capital stock; (v) mortgage, pledge, or subject to any Security Interest or any other encumbrance any of their respective assets or properties; (vi) sell, assign, or transfer any of its assets, except for inventory sold in the assets Ordinary Course of the Management Company other than the Excluded AssetsBusiness; (evii) Merge cancel any debts or claims, except in the Ordinary Course of Business; (viii) merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationentity; (fix) Make make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing Employee Benefit Plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees; (x) make any election or give any consent under the Code or the tax Tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax Tax due; (gxi) Waive waive any rights of material value relating to the business of the Management Companyvalue; (hxii) Modifymodify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (ixiii) Take take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jxiv) Fail fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business substantially as existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (kxv) Fail fail to operate its business itself and maintain its books, accounts and records in the customary manner and in the ordinary or regular course Ordinary Course of business Business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lxvi) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course Ordinary Course of business Business calling for payments which in the aggregate do not exceed $50,000 US$10,000 for each such lease, contract, agreement or understanding; (xvii) engage any additional employees; (xviii) materially alter the terms, status or funding condition of any Employee Benefit Plan; (xix) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in United States generally accepted accounting principles; (xx) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Seller set forth in this Agreement becoming untrue or (ii) any of the conditions to the Closing not being satisfied; or (mxxi) Commit commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent by --------------------------- the designated representative of BRIthe Buyers (currently Xxxxx X. Xxxxxx, who may designate another representative of the Management Buyers in his place by delivering written notice of the name of such person to the Company), but subject at all times to the exercise by the Company's Board of Directors of its fiduciary duties to all of the Company's shareholders, neither the Company and each Stockholder shall not, as may be applicablenor any of the Subsidiaries shall: (a) Take any action to materially amend the Management Company's Certificate of Incorporation its charter documents or By-lawsbylaws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business ), including any mortgage, equipment loan or other long-term debt obligation or increased borrowing under any existing lines of the Management Companycredit, except current liabilities incurred and obligations under contracts entered into in the ordinary course of businessbusiness and except for increases in the credit lines with steel xxxxx; (d) Declare or make any payment or distribution to its stockholders with respect to its stock or purchase or redeem any shares of its capital stock; (e) Except to the extent required by the terms under which the Company's preferred stock was issued and except as required by written employment agreements, make, accrue or become liable for any payment to any officer, director, or stockholder of the Company or any affiliate of any such person or entity, other than (i) payment under existing supply contracts and leases, and (ii) payments of compensation and benefits consistent with the past practices of the Company and Subsidiaries; (f) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of their respective assets or properties; (g) Sell, assign, or transfer any of its assets, except for products sold in the assets ordinary course of the Management Company other than the Excluded Assetsbusiness; (eh) Cancel any debts or claims, except in the ordinary course of business; (i) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fj) Make Make, accrue or become liable for any election bonus, profit sharing or give incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any consent under the Code of its officers, directors or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax dueemployees; (gk) Waive any rights of material value relating to the business of the Management Companyvalue; (hl) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (im) Take or permit any act or omission constituting a breach or default under any Contractmaterial contract, indenture or agreement by which it or its properties are bound, which has not been previously disclosed in writing to the Buyer; (jn) Fail to use reasonable efforts to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (ko) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in reasonably good repair its business premises, fixtures, machinery, furniture and equipment; (lp) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leaseslease, contractscontract, agreements agreement or understandings understanding other than those entered into in the ordinary course of business calling providing for payments which in excess of $50,000 in an instance or $150,000 in the aggregate do not exceed aggregate; (q) Incur any capital expenditure in excess of $50,000 25,000 in an instance or $100,000 in the aggregate; (r) Engage any new employee for each such leasea salary in excess of $75,000 per annum; (s) Materially alter the terms, contract, agreement status or understandingfunding condition of any Employee Plan; or (mt) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRIthe Buyer, which consent shall not be unreasonably withheld, the Management Company and each Stockholder shall notcovenants that, as may be applicablewith respect to the Business, no Seller shall: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-laws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur voluntarily incur any obligation or liability (absolute or contingent), except in the ordinary course of business or liability in excess of $250,000 in the aggregate, whether or not in the ordinary course of business; (b) relating mortgage, pledge, or subject to the business any lien, charge or any other Encumbrance any of the Management CompanyAssets, except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (c) sell, assign, or transfer any of the Assets, except in the ordinary course of business; (d) Sellexcept as set forth on Schedule 5.2(d), assigncancel or adjust any debts or claims, or transfer any except in the ordinary course of the assets of the Management Company other than the Excluded Assetsbusiness; (e) Merge acquire, or merge or consolidate with or into, any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any terminationchange either individually or in the aggregate in the compensation (including bonus or rate of commission) payable or to become payable to any of its Employees, revocation independent contractors or cancellation consultants (other than periodic increases in the ordinary course of business and pursuant to any such election or any consent or compromise or settle any claim for past or present tax duebenefit plan existing on the date hereof); (g) Waive except as permitted under Section 5.2(f), enter into any rights new employment, consulting or compensation agreements with employees, independent contractors or consultants, or modify any such existing agreements (other than in connection with hiring of material value relating to new non-management employees in the business ordinary course of the Management Companybusiness); (h) Modifymaterially modify, amend, alter or terminate any of its management contracts executory Contracts of a material value or other which are material contracts;in amount, except in the ordinary course of business; 21 (i) Take take or knowingly permit any act or omission constituting a material breach or default under any Contractmaterial contract, indenture or agreement by which it or its properties are bound; (j) Fail to (i) preserve the possession and control change any of its assets and businessaccounting principles or practices, except as required by GAAP (ii) keep in faithful service its present officers and key employees, (iii) preserve which event the goodwill Company shall notify Buyer promptly of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (jsuch change); (k) Fail to operate its business and maintain its booksadopt any new Employee Plan or materially alter the terms, accounts and records in the customary manner and in the ordinary status or regular course funding condition of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipmentany Employee Plan; (l) Except in its capacity as management agent pursuant make any loans to the management contractsany person or entity, enter into any leases, contracts, agreements or understandings other than those entered into except in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understandingbusiness; or (m) Commit authorize, commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without Except as permitted by the prior written consent of BRIBuyer, Sellers shall cause each of the Management Company Joint Venture and each Stockholder Harriscope to not violate the following provisions applicable to them. Notwithstanding the previous sentence, no Seller shall nothave any liability (other than liability, if any, for Taxes for which indemnification is contemplated by Section 9.1) to Buyer (though Buyer's rights to terminate this Agreement if such failures cause a condition to Buyer's obligation to close to not be satisfied shall remain unaffected) if such violation occurs as may be applicablea result of the action or inaction of Essaness and such Seller does not approve the occurrence of any of the following and uses its reasonable best efforts to prevent the occurrence of any of the following: (a) Take (i) purchase or redeem any action to materially amend of its NST Venture Interest or capital stock, (ii) convey, pledge or otherwise encumber or transfer any NST Venture Interest or capital stock, or (iii) issue or authorize any additional interests in the Management Company's Certificate of Incorporation Joint Venture or By-lawscapital stock in Harriscope; (b) Issue merge or transfer consolidate with or into any stockpartnership, bonds corporation or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securitiesentity; (c) Incur any obligation dissolve, liquidate or liability (absolute or contingent) relating to wind up the business affairs of the Management Company, except current liabilities incurred and obligations under contracts entered Joint Venture or Harriscope or enter into in the ordinary course of businessany agreement relating thereto; (d) Sellmake, assignaccrue or become liable for any bonus, profit sharing or incentive payment, except for accruals and payments under existing plans or agreements, if any, or transfer increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees other than in the assets usual and ordinary course of the Management Company business other than the Excluded Assetspayment of one-time cash bonuses to employees payable and paid immediately prior to the Closing, which amounts shall be treated as a liability for purposes of Section 1.4; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make make any election or give any consent under the Code or the tax Tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present Tax due, in each case to the extent such action would adversely affect the tax duetreatment of Buyer or the transactions contemplated hereby; (gf) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts; (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipmentconsistent with past practices; (lg) Except cancel, renew, extend, materially amend, waive or otherwise change in its capacity as management agent pursuant to the management contractsany material respect any Specified Contract, Personal Property Lease or Real Property Lease or any provision thereof or enter into any leasesnew Specified Contract, contractsPersonal Property Lease or Real Property Lease or take or authorize any act or omission constituting a material breach or default under any Specified Contract, agreements Personal Property Lease or understandings Real Property Lease; (h) other than those entered the transfer of the Drake Property contemplated herein, sell, assign, lease or otherwise transfer or dispose of any of the Assets, or acquire any amount of material assets, or enter into any material agreements relating thereto, except in the ordinary course of business calling consistent with past practices; (i) enter into Trade Agreements, except those which are (i) in the ordinary course of business and consistent with the Station's past business practices, (ii) recorded in the Financial Statements in accordance with generally accepted accounting principles consistently applied, and (iii) under which the Station's obligations under any such Trade Agreement shall be fulfilled in reasonable relation to the amount and timing of consideration therefor received by the Station; (j) enter into any broadcast time sales agreement, contract, commitment or understanding, except those which are in the ordinary course of business and consistent with the Station's past business practices; (k) create or permit to be incurred any Encumbrance on any of the Assets other than Permitted Liens; (l) incur any indebtedness of any kind in excess of the amount of Indebtedness as of the date hereof other than in the usual and ordinary course of business; (m) engage in any transaction with any affiliate other than on terms no less favorable than would be obtained in an arms-length transaction or other than expressly disclosed pursuant to the terms of this Agreement; (n) change or modify any of the Joint Venture's or Harriscope's accounting principles or practices or any method of applying such principles or practices (other than modifying the depreciation lives in a manner than remains consistent with GAAP); (o) amend or modify the Joint Venture Agreement or the Articles of Incorporation or Bylaws of Harriscope; (p) incur any material obligation, liability, or commitment secured or unsecured (whether accrued, absolute, contingent, unasserted or otherwise), with respect to the Station, the Joint Venture or Harriscope, except those which are in the usual and ordinary course of business and consistent with past practices or are immaterial in amount; (q) make any (i) non-cash distributions on its NST Venture Interest or capital stock or (ii) make any cash distributions on its NST Venture Interest or capital stock that is not paid prior to the Closing or (iii) make any cash distributions on or after the first day of the calendar month immediately prior to the month in which the Closing occurs that would cause the cash balance of the Joint Venture on the Closing Statement to go below the Closing Month Adjustment except that such distributions otherwise restricted under (iii) above may be made to the extent that the Sellers recontribute to the Joint Venture 74.5% of the amount that would cause such cash balance to again equal the Closing Month Adjustment; (r) reclassify or recapitalize its capital structure; (s) except for payments which repayments of the Xxxxxx Note, repay or incur any intercompany borrowings or advances from any affiliate of the Joint Venture or Harriscope; (t) subject the NST Venture Interest or the Shares to any Encumbrance; (u) suffer any loss or incur any liabilities or obligations or suffer any Claim, in excess of $500,000 in the aggregate do not exceed for Insured matters and $50,000 250,000 in the aggregate for each such lease, contract, agreement or understandinguninsured matters; or (mv) Commit commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without Except as set forth on Schedule 5.2 attached hereto, from the date hereof and until the Closing Date or the earlier termination of the Agreement, without the prior written consent of BRIthe Buyer, the Management Company and each Stockholder Seller shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-laws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to that will become the business obligation or liability of the Management CompanyBuyer after the Closing, except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (db) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (c) Sell, assign, or transfer any of the assets Assets, except for inventory sold in the ordinary course of business; (d) Cancel any debts or claims, except in the Management Company other than the Excluded Assetsordinary course of business; (e) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (f) Make Make, accrue or become liable for any election bonus, profit sharing or give any consent under incentive payment payable to or for the Code or the tax statutes benefit of any state employees employed at or rendering services to the Stores, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its employees, other jurisdiction or make any termination, revocation or cancellation than increases in the ordinary course of any such election or any consent or compromise or settle any claim for business consistent with past or present tax duepractice; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount, and which are listed on Schedule 2.15; (ih) Take or permit any act or omission constituting a breach or default under any ContractContract listed on Schedule 2.15; (ji) Fail to (i) preserve the possession and control of its assets and business, (ii) use reasonable efforts (not requiring expenditure of money) to keep in faithful service its present officers and key employeesemployees who render services at or with respect to the Stores, (iii) use reasonable efforts to preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) use reasonable efforts to keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (kj) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair a manner consistent with past practices its business premises, fixtures, machinery, furniture and equipment; (lk) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings relating to the Assets or the Stores other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 10,000 for each such lease, contract, agreement or understanding; (l) Engage any employee to be employed at or render services with respect to the Stores, for a salary in excess of $30,000 per annum; (m) Change the retail price of any inventory other than in the ordinary course of business in a manner consistent with past practices; (n) Materially alter the terms, status or funding condition of any Employee Benefit Plan; or (mo) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRIExcept as set forth on Schedule 2.7 and except as otherwise expressly contemplated by this Agreement, since December 31, 2000, the Management Company Business has been conducted in the ordinary course, consistent with past practice and each Stockholder shall not, as may be applicable: there has not been (a) Take any action Material Adverse Change, nor has any event or change occurred which could reasonably result in a Material Adverse Change, in the condition (financial or otherwise), results of operations, business, Intellectual Property, Software assets, liabilities or prospects of the Business, the Company or its Subsidiaries or any event or condition which could reasonably be expected to materially amend the Management Company's Certificate of Incorporation or By-laws; have a Material Adverse Effect, (b) Issue any waiver or transfer cancellation of any valuable right of the Business, the Company or its Subsidiaries, or the cancellation of any material debt or claim held by the Business, the Company or its Subsidiaries, (c) any payment, discharge or satisfaction of any claim, liability or obligation of the Business, the Company or its Subsidiaries other than in the ordinary course of business, (d) any Encumbrance upon the assets of the Business, the Company or its Subsidiaries other than any Permitted Encumbrance, (e) any declaration or payment of dividends on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any securities of the Company or its Subsidiaries, (f) any issuance of any stock, bonds or other corporate securities of the Management Company or grant its Subsidiaries, (g) any option sale, assignment or issue transfer of any warrant to purchase tangible or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business intangible assets of the Management CompanyBusiness, the Company or its Subsidiaries except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modifyany loan by the Company or its Subsidiaries to any officer, amenddirector, alter employee, consultant or terminate any shareholder of the Company or its management contracts or other material contracts; Subsidiaries (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into advances to such persons in the ordinary course of business calling in connection with travel and travel related expenses), (i) any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the assets, property, condition (financial or otherwise), results of operations or prospects of the Business, the Company or its Subsidiaries, (j) any increase, direct or indirect, in the compensation paid or payable to any officer or director of the Company or its Subsidiaries and, other than in the ordinary course of business, consistent with past practice, to any other employee, consultant or agent of the Company or its Subsidiaries, provided, however, that in any event, no such increase has been in an amount more than 15% from such person’s, consultant’s or agent’s prior year’s compensation, (k) any change in the accounting methods, practices or policies of the Business, the Company or its Subsidiaries, (l) any indebtedness incurred for payments borrowed money by the Business, the Company or its Subsidiaries other than in the ordinary course of business, (m) any amendment to or termination of, now or in the future, any material agreement to which the Business, the Company or its Subsidiaries is a party other than the expiration of any such agreement in accordance with its terms, (n) any change in the laws or regulations governing the Business, the Company or its Subsidiaries, (o) any Material Adverse Change in the manner of business or operations of the Business, the Company or its Subsidiaries (including, without limitation, any accelerations or deferral of the payment of accounts payable or other current liabilities or deferral of the collection of accounts or notes receivable), (p) any capital expenditures or commitments therefor by the Business, the Company or its Subsidiaries that aggregate in excess of $25,000, (q) any amendment of the certificate of incorporation, By–Laws or other organizational documents of the Company or its Subsidiaries, (r) any transaction entered into by the Company other than in the ordinary course of business or any other material transactions entered into by the Business, the Company or its Subsidiaries whether or not in the ordinary course of business or (s) any agreement or commitment (contingent or otherwise) by the Business, the Company or its Subsidiaries to do any of the foregoing. For purposes of this Agreement, “Permitted Encumbrances” shall mean (1) those consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of such property or irregularities in title thereto that, individually and in the aggregate, do not materially impair the use of such property, (ii) warehousemen’s, mechanics’, carriers’, landlords’, repairmen’s or other similar Encumbrances arising in the ordinary course of business and securing obligations not yet due and payable and (iii) other Encumbrances which arise in the ordinary course of business and which individually and in the aggregate do not exceed $50,000 for each materially impair its use of such lease, contract, agreement property or understanding; or (m) Commit its ability to obtain financing by using such asset as collateral or agree to do any of the foregoing would otherwise individually or in the futureaggregate have a Material Adverse Effect.

Absence of Material Changes. Without Since December 31, 2008, except to the prior written consent of BRIextent as set forth in Schedule 5.20, the Management Company and each Stockholder shall not, as may be applicablethere has not been any: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-lawsMaterial Adverse Effect; (b) Issue damage, destruction or transfer condemnation (whether or not covered by insurance) of any stockAsset resulting in a loss, bonds individually or other corporate securities in the aggregate, in excess of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities$10,000; (c) Incur sale, lease, license, abandonment or other disposition by a Seller of any obligation or liability (absolute or contingent) relating to the business of the Management CompanyAssets, except current liabilities incurred and obligations under contracts entered into for non-exclusive licenses of Products in the ordinary course Ordinary Course of businessBusiness; (d) Sell, assign, increase or transfer any enhancement of the assets compensation or benefits of the Management Company employees other than in the Excluded AssetsOrdinary Course of Business; (e) Merge or consolidate with Liens, other than Permitted Exceptions, placed on any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationthe Assets; (f) Make any election sales to customers in higher or give any consent under the Code or the tax statutes of any state or accelerated amounts compared with prior periods, other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax duethan normal increases in volume through growth in demand; (g) Waive any rights material change in the practices of material value relating to a Seller in the business operation of the Management CompanyBusiness or its method of accounting or accounting practice; (h) Modifytermination (other than at its stated expiry date), amendamendment in any material respect, alter suspension, cancellation or terminate failure to renew any of its management contracts or other material contractsMaterial Contract; (i) Take write off as uncollectible, or permit establishment of an extraordinary reserve with respect to, any act account receivable or omission constituting a breach or default under any Contractother Indebtedness; (j) Fail to (i) preserve the possession and control release or waiver of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)any material right or claim; (k) Fail to operate its business incurrence or assumption of any liability, other than accounts payable and maintain its books, accounts and records other liabilities incurred by a Seller in bona fide transactions in the customary manner and in the ordinary or regular course Ordinary Course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment;Business; or (l) Except in its capacity as management agent pursuant entry into or agreement or commitment to the management contracts, enter into any leasesagreement or transaction not in the Ordinary Course of Business. SECTION 5.21 . (a) Other than as set forth in Schedule 5.21, contractsneither a Seller nor any director, agreements officer, stockholder or understandings other Affiliate of a Seller will, immediately following the Closing: (i) own or control, or have any interest in, any asset or right directly or indirectly used (or intended to be used) in or related to the Business, or be a party to any Assumed Contract, other than those entered into the Licensed Materials; (ii) have any material contractual or other claim, express or implied, of any kind whatsoever against or in respect of the ordinary course of business calling for payments which in Business (except with respect to the aggregate do not exceed $50,000 for each such lease, contract, agreement or understandingExecutive Employment Agreements); or (miii) Commit be engaged in any transaction with any Major Customer or agree to do any Major Supplier. (b) None of the foregoing Excluded Assets are directly or indirectly used (or intended to be used) in or related to the futureconduct of the Business as historically conducted. Except as set forth on Schedule 5.21(b), there are no assets, rights or services provided to a Seller prior to the Closing which are necessary for the continued conduct of the Business following the Closing in substantially the same manner.

Absence of Material Changes. Without From the prior written consent date of BRIthe Financial Statements to the date hereof, the Management Company and each Stockholder shall has not, as may be applicable: (a) Take issued any action capital stock or other corporate securities or granted any option to materially amend any person for the Management Company's Certificate acquisition of Incorporation any capital stock or By-lawsother corporate securities; (b) Issue incurred any obligations or transfer any stockliabilities (absolute or contingent) except current liabilities incurred, bonds or other corporate securities and obligations under contracts entered into, in the ordinary course of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securitiesbusiness; (c) Incur discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent) relating other than obligations or liabilities referred to the business in (b) above; (d) declared or made any payment or distribution to shareholders, or purchased or redeemed any shares of the Management Companyits capital stock; (e) mortgaged, pledged, or subjected to any lien, charge, or other encumbrance, any of its assets, tangible or intangible, other than liens for taxes not yet due or which are being contested in good faith by appropriate proceedings; (f) sold or transferred any of its tangible assets or canceled any debts or claims, except current liabilities incurred and obligations under contracts entered into in each case in the ordinary course of business; (dg) Sellsold, assignassigned, or transfer transferred any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management CompanyIntangible Rights; (h) Modify, amend, alter suffered any material operating or terminate extraordinary loss or waived any right of its management contracts or other material contractssubstantial value; (i) Take made any loan to, borrowed money from, or permit entered into any act contract or omission constituting a breach understanding with, any employee, officer, director or default under any ContractShareholder of the Company; (j) Fail made any payment or contracted for payment of any bonus, gratuity, or other compensation to (i) preserve the possession employees other than wages and control salaries in effect as of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until of the Closing Date provided that the Management Company Financial Statements, except wage and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into salary adjustments made in the ordinary course of business calling for payments employees who are not officers or directors of the Company; (k) had any union or labor difficulties or work stoppage; (l) entered into any transaction other than in the ordinary course of business (as defined in Section 7.1 herein); (m) entered into any leases of real or personal property; or (n) received any notice of termination of any contract, lease or other agreement which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understanding; orwould have a material adverse affect on the Company. (mo) Commit or agree to do entered into any contracts for which the Company will incur a loss from the provision of the foregoing in the futureservices.

Absence of Material Changes. Without From the date of this Agreement until the Closing Date, without the prior written consent of BRIBuyer or EVCI, the Management Company in each case, Seller and each Stockholder ICTS undertake that ICTS shall not, as may be applicable: (a) Take take any action to materially amend the Management Company's Certificate of Incorporation or By-lawsits Organizational Documents; (b) Issue or transfer issue any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to for any of such securities or issue any securities convertible into such securities; (c) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management CompanyMaterial Liability, except current liabilities Liabilities incurred and obligations under contracts Contracts entered into in the ordinary course of businessBusiness; (d) Selldeclare or make any payment or distribution to its stockholders in cash or with respect to its stock or purchase or redeem any of its capital shares; (e) subject to any Encumbrance any of its Assets; (f) sell, assign, or transfer any of its Assets, other than in the assets ordinary course of Business, or enter into any Contract or transaction out of the Management Company other than the Excluded Assetsordinary course of Business or take any action that would, under applicable Law, require stockholder approval; (eg) Merge cancel any debts or claims, except in the ordinary course of Business; (h) merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make make, accrue or become liable for any Benefit Plan or increase the rate of compensation payable or to become payable by it to any of its employees, officers, directors, consultants or agents; (j) make any election or give any consent under tax laws, rules or regulations of the Code United states or the tax statutes of any individual state or other jurisdiction or make permit any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax Taxes due; (gk) Waive waive any rights of material value relating Material value, except with respect to the business claims and rights of the Management Companystudents waived in accordance with past practice; (hl) Modifymodify, amend, alter or terminate any of its management contracts or other material contractsexecutory Material Contracts; (im) Take take or permit any act or omission constituting a Material breach or default under any Material Contract; (jn) Fail fail to make best efforts to (i) preserve its Assets and Business and the possession and control of its assets and businessthereof by ICTS, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers students, faculty, employees, vendors, agents, consultants and others having business relations with it, and (iv) keep to comply in all Material respects with all applicable Laws, and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)any Material Liability under any Contract; (ko) Fail fail to operate its business Business and maintain its booksBooks, accounts and records Records in the customary manner and in the ordinary or regular course of business Business and maintain in good repair its business premises, fixtures, machinery, furniture and equipmentFacilities; (lp) Except in its capacity as management agent pursuant to the management contracts, enter into any leasesContract, contracts, agreements or understandings other than those entered into in the ordinary course of business calling Business; (q) incur any capital expenditure or make any investment or commitment therefor, in any Person; (r) engage or terminate any officer or key employee except for payments which teachers in the aggregate do not exceed $50,000 for each such lease, contract, ordinary course of business; (s) enter into or consummate any agreement or understandingtransaction that would interfere with the consummation of the transactions contemplated hereby or cause a breach of the representations and warranties of either Seller or ICTS hereunder; (t) settle any pending litigation; (u) Materially alter the terms, status or funding condition of any Benefit Plan; or (ma) Commit violate any conditions set forth in the promissory note executed in conjunction with the Bridge Loan. (v) commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRI--------------------------- PQC (which consent shall not be unreasonably withheld), the Management Company and each Stockholder Seller shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-laws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation obligations or liability liabilities (absolute or contingent) relating related to the business of Practice greater than one thousand dollars ($1,000) in the Management Companyaggregate, except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (db) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (c) Sell, assign, or transfer any of the assets Assets; (d) Cancel any debts or claims that are included in the Assets, except in the ordinary course of the Management Company other than the Excluded Assetsbusiness; (e) Merge Make, accrue or consolidate become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by the Seller to any employee, other than increases in the ordinary course of business consistent with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationpast practice; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to that are included in the business of the Management CompanyAssets; (h) Modify, amend, alter or terminate any executory contracts of its management contracts a material value or other which are material contractsin amount and are included in the Assets; (i) Take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement included in the Assets by which the Seller or the Seller's properties are bound; (j) Fail to use the Seller's reasonable efforts to (i) preserve the possession and control of its assets the Assets and businessthe Practice, (ii) keep in faithful service its the present officers and key employeesemployees of the Practice, (iii) preserve the goodwill of its customers the Practice's patients, suppliers, agents, brokers and others having business relations with itthe Practice, and (iv) keep and preserve its the Practice's business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (k) Fail to operate its the Practice's business and maintain its the Practice's books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its the Practice's business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings other than those entered into related to the Practice which is required to be performed in whole or in material part after the ordinary course Closing Date; (m) Engage any new Practice employee; (n) Materially alter the terms, status or funding condition of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understandingany Employee Plan; or (mo) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRIExcept as set forth on Schedule 2.7 and except as otherwise expressly contemplated by this Agreement, since December 31, 1996, the Management Company Business has been conducted in the ordinary course, consistent with past practice and each Stockholder shall not, as may be applicable: there has not been (a) Take any action Material Adverse Change, nor has any event or change occurred which could reasonably result in a Material Adverse Change, in the condition (financial or otherwise), results of operations, business, assets, liabilities or prospects of the Business, the Company or the Subsidiary or any event or condition which could reasonably be expected to materially amend the Management Company's Certificate of Incorporation or By-laws; have such a Material Adverse Effect, (b) Issue any waiver or transfer cancellation of any valuable right of the Business, the Company or the Subsidiary, or the cancellation of any material debt or claim held by the Business, the Company or the Subsidiary, (c) any payment, discharge or satisfaction of any claim, liability or obligation of the Business, the Company or the Subsidiary other than in the ordinary course of business, (d) any Encumbrance upon the assets of the Business, the Company or the Subsidiary other than any Permitted Encumbrance, (e) any declaration or payment of dividends on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any securities of the Company or the Subsidiary, (f) any issuance of any stock, bonds or other corporate securities of the Management Company or grant the Subsidiary, (g) any option sale, assignment or issue transfer of any warrant to purchase tangible or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business intangible assets of the Management CompanyBusiness, the Company or the Subsidiary except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modifyany loan by the Company or the Subsidiary to any officer, amenddirector, alter employee, consultant or terminate any shareholder of its management contracts the Company or other material contracts; the Subsidiary (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into advances to such persons in the ordinary course of business calling for payments which in connection with travel and travel related expenses), (i) any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the assets, property, condition (financial or otherwise), results of operations or prospects of the Business, the Company or the Subsidiary, (j) any increase, direct or indirect, in the aggregate do not exceed $50,000 compensation paid or payable to any officer or director of the Company or the Subsidiary or, other than in the ordinary course of business, to any other employee, consultant or agent of the Company or the Subsidiary, (k) any change in the accounting methods, practices or policies of the Business, the Company or the Subsidiary, (l) any indebtedness incurred for each such leaseborrowed money by the Business, contractthe Company or the Subsidiary other than in the ordinary course of business, agreement or understanding; or (m) Commit any amendment to or agree termination of any material agreement to do which the Business, the Company or the Subsidiary is a party other than the expiration of any such agreement in accordance with its terms, (n) any change in the laws or regulations governing the Business, the Company or the Subsidiary, (o) any Material Adverse Change in the manner of business or operations of the foregoing Business, the Company or the Subsidiary (including, without limitation, any accelerations or deferral of the payment of accounts payable or other current liabilities or deferral of the collection of accounts or notes receivable), (p) any capital expenditures or commitments therefor by the Business, the Company or the Subsidiary that aggregate in excess of $25,000, (q) any amendment of the certificate of incorporation, by-laws or other organizational documents of the Company or the Subsidiary, (r) any transaction entered into by the Company other than in the future.ordinary course of business or any other material

Absence of Material Changes. Without the prior written consent of BRISince ***, except as set forth on Schedule 5.6, the Management Company Business has been operated in the ordinary course in a manner consistent with past practice and each Stockholder shall not, as may be applicablethere has not been: (ai) Take any action to materially amend the Management Company's Certificate of Incorporation or By-lawsMaterial Adverse Effect; (bii) Issue or transfer any stocksale, bonds lease, license, abandonment or other corporate securities disposition by Seller or any Divesting Entity of any material assets used solely in the Business or necessary for the conduct of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management CompanyBusiness, except current liabilities incurred and obligations under contracts entered into (i) in the ordinary course of business; (d) Sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts; (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, to Seller or another Divesting Entity or (iii) preserve in connection with the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)transactions contemplated hereby; (kiii) Fail to operate its business and maintain its booksany acquisition of any material properties or assets that constitute Purchased Assets, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into (A) in the ordinary course of business calling consistent with past practice or (B) for payments which Purchased Assets that would not reasonably be expected to result in any material Assumed Liabilities; (iv) any settlement of any material litigation or material claim or waiver of any material claims or rights of material value in a manner that constitutes an Assumed Liability or otherwise is materially adverse to the aggregate do not exceed $50,000 for each such leaseBusiness, (v) any termination, cancellation, amendment, waiver or modification of any Governmental Authorizations; (vi) any termination of any material contract, agreement or understandingcommitment pertaining to the Purchased Assets, the Products or the Business or amendment or waiver of any material provision of or material modification of any material Assumed Contract; (vii) any abandonment of any material rights relating to any material intellectual property relating to the Purchased Assets, the Products or the Business; (viii) any settlement of or compromise of any material Tax liability, change in any material respect any Tax election or Tax method of accounting, any new material Tax election or adoption of any material new Tax method of accounting that would affect the Tax treatment of any Purchased Asset on or after the Closing; (ix) any material change in the level or value of the Inventories; (x) any material change in the manner of billing of, or the credit lines made available to, any customers of the Business; or (mxi) Commit any agreement or agree commitment to do take any of the foregoing action described in the futurethis Section 5.6.

Absence of Material Changes. Without From and after the date hereof, except as expressly set forth in this Agreement, without the prior written consent of BRIBuyer, the Management Company and each Stockholder Seller shall not, as may be applicablenot cause or permit: (a) Take the sale, assignment or transfer of any action Covered Interest, any direct or indirect economic interest in any Covered Interest or the real property Asset known as “Brookhaven Village Shopping Center,” other than transfers (i) to materially amend the Management Company's Certificate of Incorporation Newco or By-lawsBuyer as contemplated under this Agreement (including, without limitation, as provided in Section 9.3 hereof), (ii) in connection with an Acquisition Proposal as provided in Article 8 hereof, (iii) pursuant to an Existing Transfer Obligation, and (iv) as permitted by clause (g) below; (b) Issue a knowing cancellation of any material debt or transfer claim of Seller or any stock, bonds or other corporate securities Subsidiary of Seller (to the Management Company or grant any option or issue any warrant extent that Seller has the ability to purchase or subscribe control such Subsidiary) relating to any of such securities or issue any securities convertible into such securitiesthe Covered Interests; (c) Incur a knowing waiver by Seller or any obligation or liability Subsidiary of Seller (absolute or contingent) relating to the business extent that Seller has the ability to control such Subsidiary) of any material right that would affect the value of the Management CompanyCovered Interests or otherwise relates to the Assets, except current liabilities incurred other than a material right that Seller, after consultation with Buyer and obligations under contracts entered into in good faith, has concluded the ordinary course waiver of businesswhich is reasonably likely to increase or preserve the value of such Covered Interests; (d) Sellexcept as permitted under clause (g) below, assignany modification, amendment, alteration or transfer termination of any Contract that primarily relates to any Asset or Covered Interest of the assets of the Management Company other than the Excluded Assetsa material value or is material in amount; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets the knowing taking of any other person, partnership, corporation action or business organizationthe failure to act when action was required if such action or inaction would result in a material breach or default under any Contract related to any Asset or Covered Interest; (f) Make any election or give any consent under change to the Code or the tax statutes membership of any state investment committee or other jurisdiction or make any termination, revocation or cancellation approval body in respect of any Asset or Covered Interest (other than due to the termination of the employment of any member of such election committee or any consent or compromise or settle any claim for past or present tax due;body); or (g) Waive the issuance of any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter additional or terminate any of its management contracts new Employee Profit Participation Interests or other material contracts; (i) Take similar interests in respect of any Asset or permit any act or omission constituting a breach or default Covered Interest, except as permitted under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep Merger Agreement as in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing effect on the date hereof until hereof. For the Closing Date provided that avoidance of doubt, nothing in this Section 4.3 shall prohibit Seller from causing or permitting (by means of granting consent or otherwise) the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) sale, financing or refinancing of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings real property Asset other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understanding; or (m) Commit or agree to do any real property Assets identified on Schedule 4.3 of the foregoing in the futureDisclosure Schedules.

Absence of Material Changes. Without the prior written consent of BRIthe Buyer, the Management Company and each Stockholder shall not, as may be applicableand shall cause CMS not to: (a) Take take any action to materially amend the Management Company's Certificate of Incorporation its charter, by-laws or By-lawsother organizational documents; (b) Issue or transfer issue any stockstock (other than pursuant to the exercise of Options), bonds or other corporate securities of the Management Company or securities, grant any option or issue any warrant to purchase or subscribe to for any of such securities or issue any securities convertible into such securitiessecurities or amend any of the terms of (including the vesting of) any Options or restricted stock agreements, or repurchase or redeem any stock or other securities of the Company (except from former employees, directors or consultants in accordance with agreements providing for the repurchase of shares at their original issuance price in connection with any termination of employment with or services to the Company); (c) Incur incur, create or assume any obligation or obligation, liability (absolute or contingent) relating to or indebtedness (including obligations in respect of capital leases); assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the business obligations of the Management Companyany other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity, in each case except current liabilities incurred and obligations under contracts entered into in the ordinary course Ordinary Course of businessBusiness; (d) Sellmortgage, assignpledge, or transfer subject to any Security Interest any of the their respective assets of the Management Company other than the Excluded Assetsor properties; (e) Merge acquire, sell, assign, lease, license or consolidate with transfer any other entity of its assets, except for (i) purchases of inventory in the Ordinary Course of Business and (ii) inventory sold or permit any other entity returned to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets vendors in the Ordinary Course of any other person, partnership, corporation or business organizationBusiness; (f) Make cancel any election debts or claims or discharge or satisfy any Security Interest, in each case except in the Ordinary Course of Business; (g) merge or consolidate with or into any corporation or other entity or split, combine or reclassify any shares of its capital stock; (h) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, other than distributions for taxes and the distribution contemplated by Section 4.13; (i) make, accrue or become liable for any bonus, profit sharing or incentive payment or enter into, adopt or amend any Employee Plan or any employment or severance agreement or arrangement, except for accruals under existing Employee Plans, if any, increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases to employees (but not officers or directors) in the Ordinary Course of Business or hire any new officers or (except in the Ordinary Course of Business) any new employees; (j) make any election, file any Tax Return or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any such consent or compromise or settle any claim for past or present tax Tax due; (gk) Waive modify, amend, alter, terminate or take or omit to take any rights action that would constitute a violation of material value relating or default under any Material Contract or, except in the Ordinary Course of Business for any offer of employment or contract of employment to or with a person based in the business United Kingdom, enter into an agreement of the Management Companya nature that would constitute a Material Contract; (hl) Modifymodify, amend, alter or terminate any of its management contracts or other material contractsEmployee Plan; (im) Take change its accounting methods, principles or permit any act or omission constituting practices, except insofar as may be required by a breach or default under any Contractgenerally applicable change in GAAP; (jn) Fail make or commit to make any capital expenditure in excess of $50,000 per item or $200,000 in the aggregate; (o) institute or settle any action, suit, proceeding, claim, complaint, hearing, arbitration or investigation; (p) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) preserve any of the possession representations and control warranties of its assets and business, the Company set forth in this Agreement becoming untrue or (ii) keep any of the conditions to the Merger set forth in faithful service its present officers and key employees, Section 5 not being satisfied; (iiiq) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required fail to use commercially reasonable efforts to perform preserve the activities described in clause (i) through (iv) validity of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary any Company Intellectual Property or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understandingPermit; or (mr) Commit agree in writing or agree otherwise to do take any of the foregoing in the futureactions.

Absence of Material Changes. Without the prior written consent of BRIthe Buyer, except as set forth on Schedule 6.02, the Management Company and each Stockholder shall not, as may be applicable: (a) Take take any action to materially amend the Management Company's Certificate of Incorporation its charter documents or By-lawsbylaws; (b) Issue or transfer issue any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to for any of such securities or issue any securities convertible into such securities; (c) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Selldeclare or make any payment or distribution to its stockholders with respect to its stock or purchase or redeem any shares of its capital stock; (e) mortgage, pledge, or subject to any lien, charge or any other encumbrance any of its respective assets or properties; (f) sell, assign, or transfer any of its assets, except for inventory sold in the assets ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost; (eg) Merge cancel any debts or claims, except in the ordinary course of business; (h) merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees,other than increases in the ordinary course of business consistent with past practice; (j) make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (gk) Waive waive any rights of material value relating to the business of the Management Companyvalue; (hl) Modifymodify, amend, alter or terminate any of its management contracts Contracts of a material value or other which are material contractsin amount; (im) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leaseslease, contractscontract, agreements agreement or understandings understanding, other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed Ten Thousand Dollars ($50,000 10,000) for each such lease, contract, agreement or understanding; (n) incur any capital expenditure in excess of Ten Thousand Dollars ($10,000) in an instance or Fifty Thousand Dollars ($50,000) in the aggregate; (o) engage any new employee for a salary in excess of Twenty Five Thousand Dollars ($25,000) per annum; (p) materially alter the terms, status or funding condition of any Employee Plan; or (mq) Commit commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without Since the prior written consent of BRIUnaudited Balance Sheet Date through the date hereof, except as set forth in Schedule 3.7, the Management Company Business has been operated in the ordinary course and each Stockholder shall not, as may be applicablethere has not been any: (a) Take any action to materially amend Material Adverse Effect on the Management Company's Certificate of Incorporation or By-lawsBusiness; (b) Issue or transfer any stockacquisition, bonds sale, lease, license, abandonment or other corporate securities disposition by or on behalf of any of the Management Conveyed Companies or the Asset Selling Corporations of any material assets, rights or interests used directly and predominantly in the Business, except (i) as disposed of in the ordinary course of the Business; (ii) to another Conveyed Company or grant Asset Selling Corporation whereby conveyance thereof shall be made to Purchaser as part of the Purchased Assets hereunder; or (iii) pursuant to the transactions contemplated hereby (including any option transfers to Sellers or issue any warrant to purchase their Affiliates or subscribe to any other dispositions of such securities Excluded Assets or issue any securities convertible into such securitiesRetained Assets); (c) Incur any obligation material increase or liability (absolute or contingent) relating to the business material enhancement of the Management Company, except current liabilities incurred and obligations under contracts entered into compensation or benefits of Business Employees other than in the ordinary course of businessthe Business or as required by applicable Law; (d) Sellchange, assignamendment or restatement to the charter (or other comparable organizational or governing documents) or by-laws, certificate of formation or transfer incorporation, operating agreement or other constituent document (including any stockholders’ agreements, voting trust, proxy or similar arrangements, registration rights agreements or other arrangements or agreements affecting the relative rights of the assets any security, holders) of the Management Company other than the Excluded Assetsany Conveyed Company; (e) Merge authorization for issuance, issuance, sale, delivery or consolidate with agreement or commitment to issue, sell or deliver (A) any capital stock of, or other entity equity or permit voting interest in, any other entity Conveyed Company or (B) any securities convertible into, exchangeable for, or evidencing the right to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; subscribe for or acquire either (1) any material assets capital stock of, or other equity or voting interest in, any Conveyed Company, or (2) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of, or other equity, stock appreciation right or other quasi-equity right or arrangement or voting interest in, any other person, partnership, corporation or business organizationConveyed Company; (f) Make any election incurrence, assumption or give any consent under the Code or the tax statutes modification of any state Indebtedness, other than Indebtedness incurred in the ordinary course of the Business (i) by or other jurisdiction or make any termination, revocation or cancellation on behalf of any such election Conveyed Company or (ii) by any consent or compromise or settle Person if secured by any claim for past or present tax dueof the Purchased Assets; (g) Waive write-off as uncollectible of any rights of material value relating to the business notes or accounts receivable of the Management CompanyBusiness, except write-offs in the ordinary course of the Business and in an individual amount not exceeding $100,000; (h) Modifycancellation or waiver of any claims, amendrights or remedies of value to the Business, alter or terminate any other than in the ordinary course of its management contracts or other material contractsthe Business and in an individual amount not exceeding $100,000; (i) Take payments by or permit on behalf of any act Asset Selling Corporation or omission constituting a breach Conveyed Company to, or default under any Contractwritten agreement by any Asset Selling Corporation or Conveyed Company with or in favor of, any Affiliate, officer, director or employee of such Asset Selling Corporation or Conveyed Company, other than any payments to, or written agreements with, current directors, officers or employees of such Asset Selling Corporation or Conveyed Company pursuant to or consistent with agreements in effect on the date of this Agreement or their respective usual and customary employment, compensation and benefits arrangements and policies entered into or made available in the ordinary course of the Business; (j) Fail written notice delivered by any customer, supplier, service-provider or other Person to (iterminate, suspend, materially alter the terms of or assert any material claim in respect of or material setoff arising out of any material commercial relationship of such Person(s) preserve with the possession and control of its assets and businessBusiness, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing except as would not reasonably be expected to have a Material Adverse Effect on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Business; (k) Fail to operate its business and maintain its books, accounts and records change in the customary manner accounting methods and practices used by Sellers and/or their Affiliates with respect to the Business, the Purchased Assets and/or the Conveyed Companies, except as required by GAAP or changes in Law, nor any material change in credit or collection policies with respect to the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipmentBusiness; (l1) Except transfer of employment of any officer or manager from any Asset Selling Corporation or Conveyed Company to any Seller or any Affiliate of Seller or any offer extended to any such officer or manager for continued employment with either Seller or any of their Affiliates (other than, in its capacity as management agent pursuant to the management contractseither instance, enter into employment with any leases, contracts, agreements Conveyed Company or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understandingAsset Selling Corporation); or (m) Commit execution by either Seller, any Seller Corporation or agree any Conveyed Company of any contract or letter of intent (whether or not binding) or other commitment or agreement, whether or not in writing, to do any of the foregoing in the futureforegoing.

Absence of Material Changes. Without Except as disclosed on Schedule 6.02, without the prior written consent of BRIthe Buyer and except as permitted under this Agreement, neither the Management Company and each Stockholder shall not, as may be applicablenor any of the Subsidiaries shall: (a) Take take any action to materially amend the Management Company's Certificate of Incorporation its charter documents or By-lawsbylaws; (b) Issue or transfer issue any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to for any of such securities or issue any securities convertible into such securities; (c) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Selldeclare or make any payment or distribution to its stockholders with respect to its stock or purchase or redeem any shares of its capital stock except for S Corporation Distributions; (e) except for the 20" Press, mortgage, pledge, or subject to any lien, charge or any other encumbrance any of their respective assets or properties except in the ordinary course of business; (f) sell, assign, or transfer any of its material assets, except for inventory sold in the assets ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost, or excess machinery taken out of service; (eg) Merge other than for Credited Liabilities, cancel any debts or claims, except in the ordinary course of business; (h) merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make other than for the Company's Profit Bonus Program for 2000 (which shall be provided to Buyer prior to Closing and shall be consistent with the past practice of the Company), make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases in the ordinary course of business consistent with past practice; (j) make any election or give any consent under the Code or the tax Tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax Tax due; (gk) Waive waive any rights of material value relating to the business of the Management Companyvalue; (hl) Modifyexcept in the ordinary course of business, modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (im) Take take or permit any act or omission constituting a material breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jn) Fail to (i) preserve except for the possession and control New Press, incur any capital expenditure in excess of its assets and business, (ii) keep $50,000 in faithful service its present officers and key employees, (iii) preserve any instance or $250,000 in the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)aggregate; (ko) Fail to operate its business and maintain its books, accounts and records engage any new employee for a salary in the customary manner and in the ordinary or regular course excess of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment$100,000 per annum; (lp) Except in its capacity as management agent pursuant to materially alter the management contractsterms, enter into status or funding condition of any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understandingEmployee Plan; or (mq) Commit commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRIthe Buyer, the Management Company and each Stockholder Seller shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-laws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to that will become the business obligation or liability of Buyer after the Management CompanyClosing, except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (db) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (c) Sell, assign, or transfer any of the assets Assets, except for inventory sold in the ordinary course of business; (d) Cancel any debts or claims, except in the Management Company other than the Excluded Assetsordinary course of business; (e) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (f) Make Make, accrue or become liable for any election bonus, profit sharing or give any consent under incentive payment payable to or for the Code or the tax statutes benefit of any state employees employed at or rendering services to the Stores, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its employees, other jurisdiction or make any termination, revocation or cancellation than increases in the ordinary course of any such election or any consent or compromise or settle any claim for business consistent with past or present tax duepractice; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount, and which are listed on Schedule 2.16; (ih) Take or permit any act or omission constituting a breach or default under any ContractContract listed on Schedule 2.16; (ji) Fail to (i) preserve the possession and control of its assets and business, (ii) use reasonable efforts (not requiring expenditure of money) to keep in faithful service its present officers and key employeesemployees who render services at or with respect to the Stores, (iii) use reasonable efforts to preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) use reasonable efforts to keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (kj) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair a manner consistent with past practices its business premises, fixtures, machinery, furniture and equipment; (lk) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings relating to the Assets or the Stores other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 10,000 for each such lease, contract, agreement or understanding; or; (l) Engage any employee to be employed at or render services with respect to the Stores, for a salary in excess of $20,000 per annum; (m) Materially alter the terms, status or funding condition of any Employee Plan; (n) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRIHCC, the Management Company and each Stockholder which consent shall notnot be unreasonably delayed, as may be applicableconditioned or withheld, neither VCI nor any of its Subsidiaries shall: (a) Take take any action to materially amend the Management Company's Certificate of Incorporation its charter documents or By-lawsbylaws; (b) Issue issue any stock (except upon the exercise of outstanding options or transfer any stockwarrants to purchase common stock in exchange for full payment), bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to for any of such securities or issue any securities convertible into such securities; (c) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course Ordinary Course of businessBusiness; (d) Selldeclare or make any payment or distribution to its stockholders or purchase or redeem any shares of its capital stock; (e) mortgage, pledge, or subject to any lien, charge or any other encumbrance any of their assets or properties, other than mechanic's liens or liens arising by operation of law; (f) sell, assign, or transfer any of their assets, except in the assets Ordinary Course of the Management Company other than the Excluded AssetsBusiness; (eg) Merge cancel any material debts or claims, except in the Ordinary Course of Business; (h) merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction jurisdiction, except that on or before the Closing VCI may make an election under Section 1501 of the Code to file a consolidated tax return without the prior written consent of HCC, or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts; (i) Take or permit any act or omission constituting a breach or default under any Contract;; or (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leaseslease, contractscontract, agreements agreement or understandings understanding, other than those entered into in the ordinary course of business calling for payments by VCI and its Subsidiaries which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understanding; or (m) Commit understanding or agree to do any of extend for more than one year from the foregoing in the futuredate hereof.

Absence of Material Changes. Without Subsequent to the prior written consent respective dates as of BRIwhich information is given in the Registration Statement, the Management Company Prospectus and each Stockholder shall notthe General Disclosure Package, and except as may be applicable: otherwise stated or incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, there has not been (ai) Take any action to materially amend change in the Management Company's Certificate of Incorporation or By-laws; (b) Issue or transfer any stock, bonds or other corporate securities capital stock of the Management Company (except for changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock outstanding on the date hereof) or long-term debt of the Company or grant any option or issue any warrant to purchase or subscribe to any of such securities its Subsidiaries or issue any securities convertible into such securities; dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock; (cii) Incur any obligation or liability (absolute or contingent) relating material adverse change, or, to the business knowledge of the Management Company, except current liabilities incurred any development that would result in a material adverse change in or affecting the general affairs, business, prospects, properties, management, consolidated financial position, stockholders’ equity or results of operations of the Company and obligations under contracts its Subsidiaries taken as a whole (a “Material Adverse Change”); (iii) neither the Company nor any of its Subsidiaries have entered or will enter into any transaction or agreement, not in the ordinary course of business; (d) Sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any that is material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts; (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its booksSubsidiaries taken as a whole or incurred or will incur any liability or obligation, accounts and records in the customary manner and in the ordinary direct or regular course of business and maintain in good repair its business premisescontingent, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into not in the ordinary course of business, that is material to the Company and its Subsidiaries taken as a whole; and (iv) neither the Company nor any of its Subsidiaries has sustained or will sustain any material loss or interference with its business calling for payments which from any force majeure, including fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the aggregate do not exceed $50,000 for each such leaseRegistration Statement, contract, agreement or understanding; or (m) Commit or agree to do any of the foregoing in General Disclosure Package and the futureProspectus.

Absence of Material Changes. Without limiting the generality of the covenants in Section 5.1, and without the prior written consent of BRIthe Buyer, the Management Company and each Stockholder shall not, as may be applicable: (a) Take take any action to materially amend the Management Company's Certificate of Incorporation its charter documents or By-lawsbylaws; (b) Issue or transfer issue any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to for any of such securities or issue any securities convertible into such securities; (c) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Selldeclare or make any payment or distribution to the Sellers with respect to its stock or purchase or redeem any shares of its capital stock; (e) mortgage, pledge, or subject to any lien, charge or any other encumbrance any of their respective assets or properties; (f) sell, assign, or transfer any of its assets, except for (i) inventory sold in the assets ordinary course of business, at a normal profit margin, and for not less than replacement cost and (ii) the Management Company other than the Excluded AssetsLCD manufacturing facility located at 14812 W. 117th Street, Oxxxxx, Xxxxxx 00000; (ex) Merge xxxxxx xxx xebts or claims, except in the ordinary course of business; (h) merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases in the ordinary course of business consistent with past practice; (j) make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (gk) Waive waive any rights of material value relating to the business of the Management Companyvalue; (hl) Modifymodify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (im) Take take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jn) Fail fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers consumers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (ko) Fail fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or and regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lp) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understanding; or; (mq) Commit incur any capital expenditure in excess of $5,000 in any instance or $20,000 in the aggregate except for those expenses related to and in connection with the completion of the work in process in the clean room at the Lenexa facility; (r) engage any new management level employee; (s) materially alter the terms, status or funding condition of any Employee Plan; (t) commit or agree to do any of the foregoing in the future; or (u) except as set forth on SCHEDULE 5.2 attached hereto, make any payments or distributions to the Sellers, any family member of any of the Sellers, or any entity controlled directly or indirectly by any of the Sellers.

Absence of Material Changes. Without the prior written consent --------------------------- of BRIthe Buyer, in each case, or except as set forth on Schedule 6.02, the Management Company and each Stockholder ------------- shall not, as may be applicable: (a) Take take any action to materially amend the Management Company's Certificate of Incorporation its charter documents or Byby-laws; (b) Issue or transfer issue any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to for any of such securities or issue any securities convertible into such securities; (c) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Selldeclare or make any payment or distribution to its stockholders in cash or with respect to its stock or purchase or redeem any shares of its capital stock; (e) mortgage, pledge, or subject to any lien, charge or any other encumbrance any of their respective assets or properties; (f) sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assetsits assets; (eg) Merge cancel any debts or claims, except in the ordinary course of business; (h) merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees; (j) make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (gk) Waive waive any rights of material value relating to the business of the Management Companyvalue; (hl) Modifymodify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (im) Take take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jn) Fail fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers consumers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (ko) Fail fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or and regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lp) Except in its capacity as management agent pursuant to the management contracts, enter into any leaseslease, contractscontract, agreements agreement or understandings understanding, other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 10,000 for each such lease, contract, agreement or understanding; (q) incur any capital expenditure; (r) engage any new employee; (s) materially alter the terms, status or funding condition of any Employee Plan; or (mt) Commit commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRIthe Buyer, the Management Company and each Stockholder Seller shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation its charter or By-lawsBylaws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Declare or make any payment or distribution to its shareholders with respect to their stock or purchase or redeem any shares of its capital stock; (e) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (f) Sell, assign, or transfer any of the assets Assets, except for inventory sold in the ordinary course of the Management Company other business, at a normal profit margin, and for not less than the Excluded Assetsreplacement cost; (eg) Cancel any debts or claims, except in the ordinary course of business; (h) Merge or consolidate with or into any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationother entity; (fi) Make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases in the ordinary course of business consistent with past practice; (j) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (hk) Modify, amend, alter or terminate any of its management executory contracts of a material value or other which are material contractsin amount; (il) Take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement by which it or its properties are bound; (jm) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers customers, suppliers, agents, brokers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (kn) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (lo) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 5,000 for each such lease, contract, agreement or understanding; (p) Engage any employee for a salary in excess of $20,000 per annum; (q) Materially alter the terms, status or funding condition of any Employee Plan; (r) Make any loans to any person or entity; or (ms) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent of BRI--------------------------- PQC (which consent shall not be unreasonably withheld), the Management Company and each Stockholder Seller shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-laws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation obligations or liability liabilities (absolute or contingent) relating related to the business of Practice greater than one thousand dollars ($1,000) in the Management Companyaggregate, except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (db) Mortgage, pledge, or subject to any lien, charge or any other encumbrance any of the Assets; (c) Sell, assign, or transfer any of the assets Assets; (d) Cancel any debts or claims that are included in the Assets, except in the ordinary course of the Management Company other than the Excluded Assetsbusiness; (e) Merge Make, accrue or consolidate become liable for any bonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by the Seller to any employee, other than increases in the ordinary course of business consistent with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organizationpast practice; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due;. (g) Waive any rights of material value relating to that are included in the business of the Management CompanyAssets; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts; (i) Take or permit any act or omission constituting a breach or default under any Contractcontract, indenture or agreement included in the Assets by which the Seller or the Seller's properties are bound; (i) Modify, amend, alter or terminate any executory contracts of a material value or which are material in amount and are included in the Assets; (j) Fail to use the Seller's reasonable efforts to: (i) preserve the possession and control of its assets the Assets and business, the Practice; (ii) keep in faithful service its the present officers and key employees, employees of the Practice; (iii) preserve the goodwill of its customers the Practice's patients, suppliers, agents, brokers and others having business relations with it, the Practice; and (iv) keep and preserve its the Practice's business existing on the date hereof until after the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j)Date; (k) Fail to operate its the Practice's business and maintain its the Practice's books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its the Practice's business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter Enter into any leases, contracts, agreements or understandings other than those entered into related to the Practice which is required to be performed in whole or in material part after the Closing Date; (m) Engage any new Practice employee except in the ordinary course of business calling for payments which in business; (n) Materially alter the aggregate do not exceed $50,000 for each such leaseterms, contract, agreement status or understandingfunding condition of any Employee Plan; or (mo) Commit or agree to do any of the foregoing in the future.

Absence of Material Changes. Without the prior written consent --------------------------- of BRIthe Buyer, the Management Company and each Stockholder shall not, as may be applicable: (a) Take take any action to materially amend the Management Company's Certificate of Incorporation its charter documents or By-lawsbylaws; (b) Issue or transfer issue any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to for any of such securities or issue any securities convertible into such securities; (c) Incur incur any obligation or liability (absolute or contingent) relating to the business of the Management Company), except (i) current liabilities incurred and obligations under contracts entered into in the ordinary course Ordinary Course of businessBusiness of the Company and (ii) borrowings for the purpose of making, and in an amount not to exceed, the Permitted Bonus (as defined below); (d) Selldeclare or make any payment or distribution to its stockholders with respect to its stock or purchase or redeem any shares of its capital stock, except for a year-end bonus to the Company Stockholder in an amount not to exceed $2,000,000 (the "Permitted Bonus"); (e) mortgage, pledge, or subject to any lien, charge or any other encumbrance any of its assets or properties; (f) sell, assign, or transfer any of its assets, except in the assets Ordinary Course of Business of the Management Company Company; (g) cancel any debts or claims, except in the Ordinary Course of Business of the Company; (h) merge or consolidate with or into any Business Entity other than the Excluded AssetsTransitory Subsidiary; (ei) Merge make, accrue or consolidate with become liable for any other entity bonus, profit sharing or permit incentive payment, except for payment of the Permitted Bonus and accruals under existing plans, if any, or increase the rate of compensation payable or to become payable by it to any other entity to merge into itof its officers, directors or employees; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (fj) Make make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts; (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understanding; or (m) Commit or agree to do any of the foregoing in the future.