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

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

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

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

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

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

Conduct of Business Pending the Closing. Except with (a) Prior to the prior written consent Closing, unless the Parties shall otherwise agree in writing (which agreement shall be deemed made if given by the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of Sunstone Parties and except the Parties), or as may be otherwise expressly permitted contemplated by this Agreement, prior to the Closing, each of Management Purchaser shall conduct its business and Lessee shall, and Lessee Spray Ventures shall cause each Lessee Subsidiarythe Company Group to conduct their businesses, and Alter and Biedxxxxx xxxll, and shall cause Lessee and each Lessee Subsidiary and, in the case of Alter, Management to, operate its business only in the usual, regular ordinary and ordinary manner, on a basis usual course consistent with past practice andpractice, and the Purchaser shall and Spray Ventures shall cause the Company Group to the extent consistent with such operation, use its reasonable their best efforts to maintain their respective assets in substantially their current state of repair, preserve its intact their present business organization intactorganization, keep available the services of its their present employeesofficers and the Key Purchaser Employees and the Key Company Employees, respectively, and preserve its present their existing business relationships and maintain all rightsgoodwill with customers, privileges suppliers, independent contractors, employees and franchises necessary or desirable in other Persons material to the normal conduct operation of those their businesses. Without limitation limiting the generality of the foregoing, prior to the Closing, except as expressly permitted by this Agreement, each of Management and Lessee Closing the Purchaser shall not, and Lessee shall cause each Lessee not permit any Purchaser Subsidiary, and Alter Spray Ventures shall not permit the Company or any Company Subsidiary to: (i) except to the extent the Purchaser takes such actions to facilitate and Biedxxxxx xxxll noteffect the Closing hereunder and the public offering, (1) amend its memorandum of association, articles of association, articles of incorporation, by-laws or other organizational documents, (2) split, combine or reclassify any shares of its outstanding capital stock, (3) declare, set aside or pay any dividend or other distribution payable in cash, stock or property, or (4) directly or indirectly redeem or otherwise acquire any shares of its capital stock; (ii) except to the extent the Purchaser takes such actions to facilitate and shall cause Lessee effect the Closing hereunder and each Lessee Subsidiary andthe public offering, authorize for issuance, issue or sell, deliver or agree to issue or sell any shares of, or rights to acquire or convertible into any shares of, its capital stock (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise), or amend any of the terms of any such capital stock; (iii) (1) merge, combine or consolidate with another entity, (2) acquire or purchase an equity interest in or a substantial portion of the assets of another corporation, partnership or other business organization or otherwise acquire any assets outside the ordinary course of business and consistent with past practice or otherwise enter into any material contract, commitment or transaction outside the ordinary course of business and consistent with past practice or (3) sell, lease, license, waive, release, transfer, encumber or otherwise dispose of any of its material assets outside the ordinary course of business and consistent with past practice; (iv) (1) incur, assume or prepay any indebtedness or any other liabilities in excess of $100,000 individually, or in excess of $500,000 in the aggregate, in the case of Alterthe Purchaser Group, Management not or SEK 784,000 individually, or in excess of SEK 3,920,000 in the aggregate, in the case of the Company Group, (other than trade payables), (2) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person or (3) make any loans, gifts, advances or capital contributions to: (a) amend its Certificate of Incorporation , or Bylawsinvestments in, any other Person; (bv) issuepay, purchase satisfy, discharge or redeemsettle any claim, liabilities or obligations (absolute, accrued, contingent or otherwise) against the Company Group or the Purchaser Group, as the case may be, or authorize any of its directors, officers, employees or propose the issuance, purchase or redemption ofagents in excess of $100,000 individually, or declare or pay any dividend with respect to, any shares in excess of its capital stock or any class of securities convertible into, or rights, warrants or options to acquire, any such shares of other convertible securities, except for dividends on the capital stock of Management and Lessee which do not exceed $500,000 in the aggregate since December 31aggregate, 1998in the case of the Purchaser Group, or SEK 784,000 individually, or in excess of SEK 3,920,000 in the aggregate, in the case of the Company Group; (cvi) form modify or amend, or waive any partnershipbenefit of, limited liability company any non- competition agreement to which the Company Group or other joint venture (other than in the ordinary course consistent with past practice of such business)Purchaser Group, acquire or dispose of any business (whether by mergeras the case may be, purchase or otherwise) or of any assets (other than in the ordinary course consistent with past practice of such business) or acquire or dispose of any investment in any Personis a party; (dvii) authorize or make or incur any capital expenditures in excess of $100,000 individually, or in excess of $500,000 in the aggregate, in the case of the Purchaser Group, or SEK 784,000 individually, or in excess of SEK 3,920,000 in the aggregate, in the case of the Company Group; (viii) permit any insurance policy naming the Company Group or the Purchaser Group, as the case may be, as a beneficiary or a loss payee to be cancelled or terminated other than in the ordinary course of business consistent with past practice and in no event in excess of $20,000 individually or $200,000 in the aggregatebusiness; (eix) enter into any transaction involving the incurrence, assumption or guarantee of indebtedness other than in the ordinary course of business consistent with past practice; (f) enter into any agreement of the type described in Sections 4.1(i), 4.1(j)(ii) through (v) or 4.1(t) which contemplates payments in excess of $200,000 during any one year or $600,000 over the term of the contract; provided, however, that Lessee or Management may enter into any agreement or amend any existing agreement in connection with the acquisition or development of hotels by Sunstone or any Subsidiary thereof but only except to the extent that the Purchaser takes such actions to facilitate and effect the closing hereunder and the public offering, (x1) such acquisition or development is in compliance with the Merger Agreement and (y) any such agreement is of the type and contains terms that are in the ordinary course of business consistent with past practice of Lessee or Managementadopt, as applicable; provided further, that Lessee may pay reasonable legal fees and expenses incurred in connection with the Transactions; (g) except as provided in Section 5.1(f)enter into, terminate or amend in any material respect any plan, trust, fund, agreement listed or required to be listed on Schedule 4.1(h)other arrangement for the current or future benefit or welfare of any director, 4.1(i)(ii) through (v) officer or 4.1(s) (h) file any voluntary petition for bankruptcy or receivership or fail to oppose any other Person's petition for bankruptcy of, or action to appoint a receiver regarding, it; (i) except as required by applicable law or to the extent required under existing employee benefit plans, agreements or arrangements as in effect on the date of this Agreementemployee, (12) increase in any manner the compensation or fringe benefits of, or pay any bonus to, any director, officer or employee or (3) take any action to fund or in any other way secure, or to accelerate or otherwise remove restrictions with respect to, the payment of compensation or benefits under any employeeemployee plan, except for increasesagreement, contract, arrangement other than in the ordinary course of business; (x) take any action that would fail to preserve and protect the Proprietary Assets; (xi) make any material change in its accounting or tax policies or procedures; (xii) make any Tax elections or settle or compromise any tax liability or waive or extend the statute of limitations in respect of any such taxes; (xiii) make any payments to or authorize any transaction with any Affiliate, except in salary the ordinary course of business; (xiv) take any action, or wages of employees who are not directors or officers, (2) grant any severance or termination pay to any employee or (3) enter into or amend authorize any contract or terminate any collective bargainingtransaction, bonus, profit sharing, thrift, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for than in the benefit ordinary course of any employeebusiness; (jxv) change waive, release or cancel any accounting principle except as required by GAAPclaims against third parties or debts owing to it, or any rights which have any value; (kxvi) make terminate, modify, amend or otherwise alter or change any election with respect to Taxes; (l) cancel of the terms or provisions of any indebtedness payable to it in excess of $10,000; (m) make any loan or other advance to any Person other than advances to wholly-owned Subsidiaries in existence on the date hereof; (n) take any willful action which would cause any representation or warranty of Alter or Biedxxxxx xxxtained in this Agreement to be or become untrue at Closing Material Contract in any material respect; or (oxvii) authorize enter into any ofcontract, agreement, commitment or commit arrangement with respect to any of the foregoing. (b) Until the Closing or agree to take any ofthe termination of this Agreement, the foregoing actionsPurchaser shall not, and shall not permit any Purchaser Subsidiary, and Spray Ventures shall not permit the Company or any Company Subsidiary to make any new commitment that will be binding on the Purchaser Company at the Closing or following the Closing to pay any salary or bonus to any employee, except for regular compensation and bonuses (and regular increases thereof) payable in accordance with past practices. (c) Prior to the Closing, the Purchaser and Spray Ventures shall prepare and file on a timely basis all Tax returns of the Purchaser Group and the Company Group, respectively, which are required to be filed after the date hereof and prior to the Closing and shall pay or shall cause the Company to pay (or establish appropriate reserves in accordance with prior practice), as the case may be, all Taxes due with respect to the income and operations of the Purchaser Group and the Company Group, respectively, with respect to such period. All such Tax returns shall be accurately and completely prepared in full compliance with all applicable legal requirements.

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