Common use of Conduct of Businesses Clause in Contracts

Conduct of Businesses. Prior to the Effective Date, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (a) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (c) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (d) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and shall not permit any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.

Conduct of Businesses. (i) Prior to the Effective DateTime, except as may be set forth in the CSI RELP Disclosure Schedule, Letter or the RP AIP Disclosure Schedule Letter or as contemplated by any other portion of this Agreement, unless both parties have the other party has consented in writing thereto, which consent will not be unreasonably withheld, each partyAIP and RELP: 5.3.1 Shall(a) Shall use their reasonable efforts, and shall cause each of its their respective Subsidiaries toto use their reasonable efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees; (b) Shall confer on a regular basis with one or more representatives of the other to report operational matters of materiality and, subject to Section 7.1, any proposals to engage in material transactions; (c) Shall promptly notify the other of any material emergency or other material change in the condition (financial or otherwise) of the business, properties, assets or liabilities, or any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation, warranty, covenant or agreement contained herein; (d) Shall not pay quarterly dividends or make distributions payable with respect to the AIP Common Shares and RELP Partnership Interests, respectively; and 20 (e) Shall promptly deliver to the other true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement. (ii) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter, unless AIP has consented (such consent not to be unreasonably withheld or delayed) in writing thereto, RELP: (a) Shall conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 (b) Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)RELP Organizational Documents; 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stockRELP Interests, make any distribution, effect any stock split recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockRELP Interest, (ciii) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directorsdirectors of the General Partner, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 (d) Shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price RELP Interest or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its SubsidiariesRELP Interest, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 (e) Shall not, and shall not permit any of its Subsidiaries to sell, lease sell or otherwise dispose of (i) any RELP Properties, or (ii) except in the ordinary course of business, any of its other assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 (f) Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to to, or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (ag) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party RELP included in the RELP Reports or incurred in the ordinary course of business consistent with past practice; 5.3.16 (h) Shall not settle enter into any commitment which individually may result in total payments or compromise liability by or to it in excess of $250,000 in the case of any pending one commitment or threatened suitin excess of $500,000 for all commitments; 21 (i) Shall not, action and shall not permit any of its Subsidiaries to, enter into any commitment with any officer, director or claim relating affiliate of RELP or its General Partner except to the transaction contemplated herebyextent the same occur in the ordinary course of business consistent with past practice and would not have a RELP Material Adverse Effect; and (j) Shall not enter into or terminate any lease representing annual revenues of $100,000 or more. (iii) Prior to the Effective Time, except as may be set forth in the AIP Disclosure Letter, unless RELP has consented (such consent not to be unreasonably withheld or delayed) in writing thereto, AIP: (a) Shall, and shall cause each of its Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.17 (b) Shall not adopt a plan amend its Declaration of complete Trust or partial liquidationBylaws except as contemplated by this Agreement; (c) Shall not (i) except pursuant to the exercise of options, dissolutionwarrants, mergerconversion rights and other contractual rights (including AIP's existing dividend reinvestment plan) existing on the date hereof and disclosed pursuant to this Agreement, consolidationissue any shares of its capital stock, restructuringeffect any share split, reverse share split, share dividend, recapitalization or reorganization; or 5.3.18 Shall other similar transaction, (ii) grant, confer or award any option, warrant, conversion right or other right not takeexisting on the date hereof to acquire any shares of its capital shares (except pursuant to any employee incentive plan approved by shareholders), (iii) amend any employment agreement with any of its present or future officers or Trust Managers, or agree in writing (iv) adopt any new employee benefit plan (including any share option, share benefit or otherwise share purchase plan) except the employee incentive plan to takebe voted on at its shareholder meeting for the fiscal year ended December 31, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.1995;

Conduct of Businesses. Prior to the Effective DateTime, except as set forth in the CSI DVN Disclosure Schedule, the RP Letter or PZE Disclosure Schedule Letter or as expressly contemplated by any other portion provision of this AgreementAgreement or the Stock Option Agreements, unless both parties have DVN or PZE, respectively, has consented in writing thereto, which consent will not be unreasonably withheld, each partyof PZE and DVN: 5.3.1 Shall(a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (b) shall use its commercially reasonable best efforts, and shall cause each of its Subsidiaries to use its commercially reasonable best efforts, to preserve intact its their business organization organizations and goodwill, keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itthem; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (c) shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)bylaws; 5.3.5 Shall (d) shall promptly notify the other party of (a) any material emergency or other material change in the its condition (financial or otherwise), of such party's ) or any Subsidiary's business, properties, assets, liabilities, prospects business or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications in writing indicating that the same such litigation, complaints, investigations or hearings may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (e) shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (f) shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof hereof, or referred to in clause (ii) below and disclosed pursuant to this AgreementAgreement or in connection with transactions permitted by Section 7.1(i), issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists existed on the date hereof, ; (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockstock except (x) the grant of options to new employees consistent with past practice in an amount not to exceed 100,000 shares of PZE Common Stock, in the case of PZE, and 100,000 shares of DVN Common Stock, in the case of DVN or pursuant to contractual commitments existing on the date of this Agreement; (ciii) increase any compensation or benefits, except in the ordinary course of business consistent with past practice, or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to with new employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend (except as -30- required by law) any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall (g) shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, stock or (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) splitexcept for, combine and provided that PZE may continue to pay, dividends upon the shares of PZE Common Stock and PZE Preferred Stock at a rate not greater than $0.0625 per share and $1.6225 per share, respectively, in any quarter, and that DVN may continue to pay or reclassify cause to be paid, dividends upon the shares of DVN Common Stock and the Northstar Exchangeable Shares at a rate not greater than $.05 per share in any of its capital stockquarter; 5.3.9 Shall (h) shall not, and shall not permit any of its Subsidiaries to to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are materialmaterial to PZE or DVN, as the case may be, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall (i) shall not, and shall not (a) incur or assume permit any long-term or short-term debt or issue any debt securities of its Subsidiaries to, except for borrowings under existing lines of credit pursuant to contractual commitments in effect on the date hereof and indebtedness for working capital disclosed in the ordinary course DVN Disclosure Letter or PZE Disclosure Letter, as the case may be, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets or securities in each case (i) for an aggregate consideration for all such acquisitions in excess of $3 million (excluding acquisitions approved in writing by DVN and refinancing PZE) and (ii) where a filing under the HSR Act is required, except where DVN and PZE have agreed in writing that such action is not likely to (x) have a material adverse effect on the ability of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related parties to consummate the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (by) delay materially the Effective Time; (j) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAPgenerally accepted accounting principles, shall not change any of the accounting principles or practices used by it; (k) shall, and shall cause any of its Subsidiaries to, use reasonable efforts to maintain with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such party; 5.3.13 Shall (l) shall not, and shall not permit any of its Subsidiaries to, (ai) acquire (by mergermake or rescind any material express or deemed election relating to taxes unless it is reasonably expected that such action will not, consolidation individually or acquisition of stock in the aggregate, materially and adversely affect DVN or assets) PZE, including elections for any corporationand all joint ventures, partnershippartnerships, limited liability company companies, working interests or other business organization investments where it has the capacity to make such binding election, (ii) settle or division thereof compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, except where such settlement or compromise will not, individually or in the aggregate, materially and adversely affect DVN or PZE or (iii) change in any material respect any of its methods of reporting any item for federal income tax purposes from those employed in the preparation of its federal income tax return for the most recent taxable year for which a return has been filed, except as may be required by applicable law or except for such changes that are reasonably expected not to, individually or in the aggregate, materially and adversely affect DVN or PZE; (m) shall not, nor shall it permit any of its Subsidiaries to, (i) incur any indebtedness for borrowed money (except (x) under existing credit lines, (y) refinancings of existing debt and (z) other immaterial borrowings that, in the case of (x), (y) or (z), permit prepayment of such debt without penalty (other than LIBOR breakage costs)) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of such party or any equity interest thereinof its Subsidiaries or guarantee any debt securities of others, (bii) enter into any contract or agreement other than except in the ordinary course of business consistent business, enter into any material lease (whether such lease is an operating or capital lease) or create any material mortgages, liens, security interests or other encumbrances on the property of DVN or PZE or any of their Subsidiaries in connection with past practice which would be material any indebtedness thereof, or (iii) make or commit to such party taken as a whole, (c) authorize any new make aggregate capital expenditure or expenditures which, individually, is in excess of $25,000 or, in 3 million over the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for fiscal 1999 capital expenditures and written evidence thereof has been previously provided to budget disclosed in reasonable detail on the other partyDVN Disclosure Letter or PZE Disclosure Letter, as the case may be; (n) shall not purchase any shares of DVN Common Stock or PZE Common Stock; (o) shall not, nor (d) enter into or amend shall it permit any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not payto, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, take any of the actions described in foregoing actions; (p) subject to Section 5.3.1 through 5.3.17 or 7.5, shall not take any action that would make is likely to delay materially or adversely affect the ability of any of the representations parties hereto to obtain any consent, authorization, order or approval of any governmental commission, board or other regulatory body or the expiration of any applicable waiting period required to consummate the Merger; (q) shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it or any of its respective Subsidiaries is a party; and warranties during such period shall enforce, to the fullest extent permitted under applicable law, the provisions of a party hereto contained such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in this Agreement untrue or incorrect as any court of the date when madeUnited States of America or any state having jurisdiction; (r) shall not enter into or amend any agreement with any holder of shares of DVN Common Stock or PZE Common Stock with respect to holding, voting or disposing of shares; and (s) shall not by resolution of its Board of Directors cause the acceleration of rights, benefits or payments under any PZE Plans or DVN Plans.

Conduct of Businesses. Prior to (a) During the period from the date of this Agreement until the earlier of the date of the termination of this Agreement and the Effective DateTime, except as set forth in the CSI Kranzco Disclosure Schedule, Letter or the RP CV Disclosure Schedule Letter or as contemplated by any other portion of this Agreement, unless both parties have the other party has consented in writing thereto, which consent will not be unreasonably withheld, each partyCV and Kranzco: 5.3.1 (i) Shall use their reasonable best efforts, and shall cause each of their respective Subsidiaries to use their reasonable best efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees; (ii) Shall confer on a regular basis with one or more representatives of the other to report operational matters of materiality and, subject to Section 8.1, any proposals to engage in material transactions; (iii) Except as provided in Sections 8.2(b)(v) and 8.2(c)(v), shall coordinate the record dates for any dividends payable with respect to the CV Common Stock, the Kranzco Common Shares and the Kranzco Preferred Shares until the Closing; and (iv) Shall promptly deliver to the other true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement. (b) During the period from the date of this Agreement until the earlier of the date of the termination of this Agreement and the Effective Time, except as set forth in the Kranzco Disclosure Letter or unless CV has consented in writing thereto, Kranzco: (i) Shall, and shall cause each of its the Kranzco Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to the restrictions of this Agreement below; 5.3.2 (ii) Shall use its reasonable effortsnot, and shall cause each of the Kranzco Subsidiaries not to, acquire, enter into an option to acquire or exercise an option or contract to acquire additional real property, encumber assets or commence construction of (other than tenant improvements, reimbursements and allowances in the ordinary course of business), or enter into any agreement or commitment to develop or construct retail shopping center properties or other real estate projects, except as set forth in Section 8.2 of the Kranzco Disclosure Letter; (iii) Shall not amend its or KRT Trust's Declaration of Trust or By-laws, or permit the amendment of the certificate of limited partnership and limited partnership agreement of KRT Partnership or the certificate of formation and limited liability company agreement of KRT Trust II; and (iv) Shall not, and shall cause each of the Kranzco Subsidiaries not to, (i) except (x) pursuant to use its reasonable effortsthe exercise of options, warrants, conversion rights and other contractual rights (including pursuant to preserve intact its business organization and goodwillKranzco Preferred Shares) existing on the date hereof or (y) as payment of trustees's fees in accordance with past practice or pursuant to Kranzco's dividend reinvestment plan or as otherwise disclosed pursuant to this Agreement, keep available the services issue any of its shares of beneficial interest, effect any share split, reverse share split, share dividend, recapitalization or other similar transaction, (ii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any of its shares of beneficial interest, or (iii) increase any compensation or enter into or amend any employment agreement with any of its present or future trustees, officers or directors except Kranzco and employees and maintain satisfactory relationships the Kranzco Subsidiaries shall be permitted to pay Christmas bonuses consistent with those persons having business relationships with it; 5.3.3 Except to the extentpast practice, if anyor (iv) adopt any new employee benefit plan (including any share option, prohibited share benefit or share purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are required by applicable law or binding confidentiality agreements are less favorable to participants in such plans; (v) Shall not (i) declare, set aside or pay any dividend or make any other distribution or payment with third partiesrespect to any of its shares of beneficial interest, except regular quarterly dividends on the Kranzco Common Shares and regular quarterly dividends on the Kranzco Preferred Shares, as well as any other required dividends, distributions or payments with respect to such Kranzco Preferred Shares (which, with respect to the Kranzco Common Shares, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except have record dates to the extent occurring prior to the Articles Effective Time of Incorporation December 31, 1999 and March 31, 2000 and corresponding payment dates of CSI are amended January 21, 2000 and April 21, 2000), and (ii) except in connection with (x) share-based employee benefit plans of Kranzco or (y) the use of shares of beneficial interest to authorize pay the CSI Preferred Stock)exercise price or tax withholding in connection with share-based employee benefit plans of Kranzco, directly or indirectly redeem, purchase or otherwise acquire any shares of beneficial interest or capital stock of any of the Kranzco Subsidiaries, or make any commitment for any such action; 5.3.5 (vi) Shall promptly notify not, and shall not permit any of the other party Kranzco Subsidiaries to, sell, lease or otherwise dispose of (ai) any material emergency Kranzco Properties or any of its capital stock of or other material change interests in the condition Kranzco Subsidiaries or (financial ii) any of its other assets which are material, individually or in the aggregate except the sale of certain properties listed in Section 8.2 to the Kranzco Disclosure Letter; (vii) Shall not, and shall not permit any of the Kranzco Subsidiaries to, make any loans, advances or capital contributions to, or investments in, any other person other than loans, advances or capital contributions to the Kranzco Subsidiaries in existence on the date hereof and advances to tenants; (viii) Shall not, and shall not permit any of the Kranzco Subsidiaries to, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of such party's business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of Kranzco included in the Kranzco Reports or incurred in the ordinary course of business consistent with past practice; (ix) Shall not, and shall not permit any of the Kranzco Subsidiaries to, enter into any Commitment which may result in total payments or liability by or to it in excess of $100,000 except (A) tenant reimbursements and allowances and leases entered into in the ordinary course of business consistent with past practice, (B) capital expenditures incurred in the ordinary course of business consistent with past practice, (C) pending Commitments listed in Section 8.2(b)(ix) of the Kranzco Disclosure Letter and (D) payment of fees and expenses in connection with obtaining the consents necessary to cure the violations or conflicts set forth in Section 6.6 of the Kranzco Disclosure Letter; (x) Shall not, and shall not permit any of the Kranzco Subsidiaries to, enter into any Commitment with any officer, director, trustee, consultant or affiliate of Kranzco or any Subsidiary's businessof the Kranzco Subsidiaries, propertiesexcept as set forth in Section 8.2 of the Kranzco Disclosure Letter; (xi) Shall not make any changes in its accounting methods or policies except as required by law, assetsthe SEC or generally accepted accounting principles; (xii) Shall maintain, liabilitiesand cause the Kranzco Subsidiaries to maintain, prospects insurance in such amounts and against such risks as are customary for companies like Kranzco; (xiii) Shall take all actions necessary to cause KRT Partnership not to own, directly or indirectly, more than 10% of the normal course voting interests in any corporation at the Effective Time; or (xiv) Shall not, and shall not permit any of its businesses or in the operation of its propertiesKranzco Subsidiaries to, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated)authorize, or commit or agree to take, any of the foregoing actions. (c) During the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to period from the date of this AgreementAgreement until the earlier of the date of the termination of this Agreement and the Effective Time, except as set forth in the CV Disclosure Letter or unless Kranzco has consented in writing thereto, CV: (i) Shall, and shall cause each of the CV Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to the restrictions of this Agreement below; 5.3.7 (ii) Shall not, and shall cause each of the CV Subsidiaries not to, acquire, enter into an option to acquire or exercise an option or contract to acquire additional real property, encumber assets or commence construction of (aother than tenant improvements, reimbursements and allowances in the ordinary course of business), or enter into any agreement or commitment to develop or construct retail shopping center properties or other real estate projects, except as set forth in Schedule 8.2 of the CV Disclosure Letter; (iii) Except as set forth in Section 5.3(e), shall not amend its or Certificate of Incorporation or By-laws, permit the amendment of CV Trust's Declaration of Trust or By-laws or permit the amendment of the certificate of limited partnership or limited partnership agreement of CV Partnership; (iv) Shall not, and shall cause each of the CV Subsidiaries not to, (i) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and or otherwise disclosed pursuant to this Agreement, issue any shares of its capital stockstock or any of its partnership interests or beneficial interests, as the case may be, effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (ciii) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, directors except for normal increases in compensation CV and the CV Subsidiaries shall(x) be permitted to employees not earning more than $50,000 in annual base compensation, pay Christmas bonuses consistent with past practice, (y) make any remaining payments for bonuses based upon Funds from Operations of CV for the calendar year ending December 31, 1999 and the (z) make a payment of cash a pro rata portion of bonuses to employees pursuant to and consistent with existing plans based upon Funds from Operations of CV for the period from January 1, 1999 through the Closing Date, or programs, nor (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are required by applicable law or less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 (v) Shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, except regular quarterly dividends on the CV Common Stock (bwhich, with respect to the CV Common Stock, shall have record dates to the extent occurring prior to the Effective Time of January 4, 2000 and March 16, 2000 and corresponding payment dates of January 13, 2000 and April 5, 2000), and (ii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans employee benefit plans of CV or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith)the CV Subsidiaries, directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiariesthe CV Subsidiaries (other than CV OP Units of CV Partnership upon redemption by the holder thereof), or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 (vi) Shall not, and shall not permit any of its the CV Subsidiaries to to, sell, lease or otherwise dispose of (i) any CV Properties or any of its assets (including capital stock of Subsidiariesor other interests in the CV Subsidiaries or (ii) any of its other assets which are material, individually or in the aggregate, aggregate except the sale of certain properties listed in Schedule 8.2 to the ordinary course of businessCV Disclosure Letter; 5.3.10 (vii) Shall not, and shall not (a) incur or assume permit any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned SubsidiariesCV Subsidiaries to, make any loans, advances or capital contributions to to, or investments in, any other personperson other than loans, (d) pledge advances or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer contributions to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind the CV Subsidiaries in respect existence on the date hereof and advances to such assettenants; 5.3.11 (viii) Shall not acquirenot, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, and shall not change permit any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by mergerCV Subsidiaries to, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party CV included in the CV Reports or incurred in the ordinary course of business consistent with past practice; 5.3.16 (ix) Shall not, and shall not permit any of the CV Subsidiaries to, enter into any Commitment which may result in total payments or liability by or to it in excess of $100,000 except (A) tenant reimbursements and allowances and leases entered into in the ordinary course of business consistent with past practice, (B) capital expenditures incurred in the ordinary course of business consistent with past practice, (C) pending Commitments listed in Schedule 8.2(c)(ix) of the CV Disclosure Letter and (D) payment of fees and expenses in connection with obtaining the consents necessary to cure the violations or conflicts set forth in Schedule 7.6 of the CV Disclosure Letter; (x) Shall not, and shall not permit any of the CV Subsidiaries to, enter into any Commitment with any officer, director, trustee, consultant or affiliate of CV or any of the CV Subsidiaries, except as set forth in Schedule 8.2 of the CV Disclosure Letter; (xi) Shall not settle make any changes in its accounting methods or compromise any pending policies except as required by law, the SEC or threatened suit, action or claim relating to the transaction contemplated herebygenerally accepted accounting principles; 5.3.17 (xii) Shall not adopt a plan of complete or partial liquidationmaintain, dissolutionand cause the CV Subsidiaries to maintain, merger, consolidation, restructuring, recapitalization or reorganizationinsurance in such amounts and against such risks as are customary for companies like CV; or 5.3.18 (xiii) Shall take all actions necessary to cause CV Partnership not taketo own, directly or indirectly, more than 10% of the voting interests in any corporation at the Effective Time; or (xiv) Shall not, and shall not permit any of the CV Subsidiaries to, authorize, or commit or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madeforegoing actions.

Conduct of Businesses. Prior to the Effective DateTime, except as set forth in the CSI Devon Disclosure Schedule, the RP Letter or Santa Xx Xxxxxx Disclosure Schedule Letter or as expressly contemplated by any other portion provision of this AgreementAgreement including Schedule 6.14, or the Stock Option Agreements, unless both parties have Devon or Santa Xx Xxxxxx, respectively, has consented in writing thereto, which consent will not be unreasonably withheld, each partyof Santa Xx Xxxxxx and Devon: 5.3.1 Shall(a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; provided, however, such Subsidiaries may be reorganized or combined in any manner so long as the reorganization or combination would not have a Material Adverse Effect; 5.3.2 Shall (b) shall use its commercially reasonable best efforts, and shall cause each of its Subsidiaries to use its commercially reasonable best efforts, to preserve intact its their business organization organizations and goodwill, keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itthem; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (c) shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)bylaws; 5.3.5 Shall (d) shall promptly notify the other party of (a) any material emergency or other material change in the its financial condition (financial or otherwise), of such party's business or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications in writing indicating that the same such litigation, complaints, investigations or hearings may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (e) shall promptly deliver or otherwise make available to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (f) shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof hereof, or referred to in clause (ii) below and disclosed pursuant to this AgreementAgreement or in connection with transactions permitted by Section 6.1(i), issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists existed on the date hereof, ; (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockstock except (x) the grant of options to new employees consistent with past practice in an amount not to exceed 100,000 shares of Santa Xx Xxxxxx Common Stock, in the case of Santa Xx Xxxxxx, and 100,000 shares of Devon Common Stock, in the case of Devon, or pursuant to contractual commitments existing on the date of this Agreement; (ciii) increase any compensation or benefits, except in the ordinary course of business consistent with past practice, or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to with new employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend (except as required by law) any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall (g) shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, stock or (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor except that Devon may continue to pay or cause to be paid, dividends upon (cA) split, combine or reclassify the shares of Devon Common Stock and the Northstar Exchangeable Shares at a rate not greater than $.05 per share in any quarter and (B) the shares of its capital stockDevon Preferred Stock at a rate not greater than $1.6225 per share in any quarter; 5.3.9 Shall (h) shall not, and shall not permit any of its Subsidiaries to to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are materialmaterial to Santa Xx Xxxxxx or Devon, as the case may be, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall (i) shall not, and shall not (a) incur or assume permit any long-term or short-term debt or issue any debt securities of its Subsidiaries to, except for borrowings under existing lines of credit pursuant to contractual commitments in effect on the date hereof and indebtedness for working capital disclosed in the ordinary course Devon Disclosure Letter or Santa Xx Xxxxxx Disclosure Letter, as the case may be, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets or securities in each case (i) for an aggregate consideration for all such acquisitions in excess of $3 million (excluding acquisitions approved in writing by Devon and refinancing Santa Xx Xxxxxx) and (ii) where a filing under the HSR Act is required, except where Devon and Santa Xx Xxxxxx have agreed in writing that such action is not likely to (x) have a material adverse effect on the ability of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related parties to consummate the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (by) delay materially the Effective Time; (j) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAPgenerally accepted accounting principles, shall not change any of the accounting principles or practices used by it; (k) shall, and shall cause any of its Subsidiaries to, use reasonable efforts to maintain with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such party; 5.3.13 Shall (l) shall not, and shall not permit any of its Subsidiaries to, (ai) acquire (by mergermake or rescind any material express or deemed election relating to taxes unless it is reasonably expected that such action will not, consolidation individually or acquisition of stock in the aggregate, materially and adversely affect Devon or assets) Santa Xx Xxxxxx, including elections for any corporationand all joint ventures, partnershippartnerships, limited liability company companies, working interests or other business organization investments where it has the capacity to make such binding election, (ii) settle or division thereof compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, except where such settlement or compromise will not, individually or in the aggregate, materially and adversely affect Devon or Santa Xx Xxxxxx or (iii) change in any material respect any of its methods of reporting any item for federal income tax purposes from those employed in the preparation of its federal income tax return for the most recent taxable year for which a return has been filed, except as may be required by applicable law or except for such changes that are reasonably expected not to, individually or in the aggregate, materially and adversely affect Devon or Santa Xx Xxxxxx; (m) shall not, nor shall it permit any of its Subsidiaries to, (i) incur any indebtedness for borrowed money (except (x) under existing credit lines, (y) refinancings of existing debt and (z) other immaterial borrowings that, in the case of (x), (y) or (z), permit prepayment of such debt without penalty (other than LIBOR breakage costs)) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of such party or any equity interest thereinof its Subsidiaries or guarantee any debt securities of others, (bii) enter into any contract or agreement other than except in the ordinary course of business consistent business, enter into any material lease (whether such lease is an operating or capital lease) or create any material mortgages, liens, security interests or other encumbrances on the property of Devon or Santa Xx Xxxxxx or any of their Subsidiaries in connection with past practice which would be material any indebtedness thereof, or (iii) make or commit to such party taken as a whole, (c) authorize any new make aggregate capital expenditure or expenditures which, individually, is in excess of $25,000 or, in 3 million over the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for fiscal 2000 capital expenditures and written evidence thereof has been previously provided to budget disclosed in reasonable detail on the other partyDevon Disclosure Letter or Santa Xx Xxxxxx Disclosure Letter, as the case may be; (n) shall not purchase any shares of Devon Common Stock or Santa Xx Xxxxxx Common Stock; (o) shall not, nor (d) enter into or amend shall it permit any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not payto, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, take any of the actions described foregoing actions; (p) subject to Section 6.5, shall not take any action that is likely to delay materially or adversely affect the ability of any of the parties hereto to obtain any consent, authorization, order or approval of any governmental commission, board or other regulatory body or the expiration of any applicable waiting period required to consummate the Merger; (q) shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it or any of its respective Subsidiaries is a party; and during such period shall enforce, to the fullest extent permitted under applicable law, the provisions of such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in Section 5.3.1 through 5.3.17 any court of the United States of America or any state having jurisdiction; (r) shall not enter into or amend any agreement with any holder of shares of Devon Common Stock or Santa Xx Xxxxxx Common Stock with respect to holding, voting or disposing of shares; (s) shall not by resolution of its Board of Directors cause the acceleration of rights, benefits or payments under any Santa Xx Xxxxxx Plans or Devon Plans; (t) undertakes and agrees to use its best commercial efforts to cause the Merger to qualify as a 368(a) Reorganization, and to be accounted for as a Pooling of Interests, and that it will not intentionally take any action that would make cause the Merger to fail to so qualify or fail to be accounted for as a Pooling of Interests; and (u) shall not enter into forward sales contracts, fixed price contracts, fixed price swaps, collars, options or other hedging arrangements with respect to its oil production and more than 10% of its budgeted gas production for the year 2000, and, in any of the representations and warranties of event, for a party hereto contained in this Agreement untrue or incorrect as of the date when madeterm longer than 12 months.

Conduct of Businesses. Prior to (a) During the period from the date of this Agreement until the Effective DateTime, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated specifically permitted by any other portion of this Agreement, unless both parties have the other Party has consented in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shall, (i) BPOMS and HealthAxis shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its their reasonable best efforts, and shall cause each of its their respective Subsidiaries to use its their reasonable best efforts, to preserve intact its their business organization organizations and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (ii) BPOMS and HealthAxis shall confer on a regular basis with one or more representatives of the other party to report on material operational matters relating to the business of materiality BPOMS and any proposals to engage in material transactionsthe BPOMS Subsidiaries; 5.3.4 Shall not amend its articles or certificate (iii) each Party will cooperate with and, at the request of incorporation or by-laws (except the other Party, provide reasonable assistance to the extent other Party to seek to reduce or avoid disruptions to the Articles other Party’s business that may result from or arise out of Incorporation the announcement or pendency of CSI are amended to authorize the CSI Preferred Stock)transactions contemplated hereby; 5.3.5 Shall (iv) BPOMS and HealthAxis shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects liabilities or the normal course of its businesses or in the operation of its their properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (v) each Party shall promptly deliver to the other party Party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this AgreementAgreement other than those reports, statements or schedules that are available through the SEC’s website; and (vi) In the event either Party becomes aware that any of its respective representations or warranties set forth in Sections 5 and 6 hereof will not be true and correct in all material respects on the Closing Date as if made at and as of the Closing Date, such Party shall give prompt written notice thereof to the other Party, and shall give access to all appropriate information related thereto that is in its possession or control. (b) Prior to the Closing Date, except as expressly provided in this Agreement or unless BPOMS has first obtained written consent of HealthAxis, BPOMS: (i) Shall, and shall cause each BPOMS Subsidiary to, exercise its best efforts to conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, preserve and protect the BPOMS Intellectual Property and keep available the services of its officers and employees; 5.3.7 (ii) Shall not amend BPOMS’ Certificate of Incorporation or By-laws, and shall cause each BPOMS Subsidiary not to amend its certificates of incorporation, bylaws or equivalent organizational documents; (aiii) Shall not, and shall cause each BPOMS Subsidiary not to, (A) issue or authorize for issue any BPOMS capital stock or security convertible into or exercisable for any BPOMS capital stock (except pursuant to for (I) shares of BPOMS Series F Preferred Stock issued as part of the BPOMS Pre-Merger Steps, (II) shares of BPOMS Common Stock issued upon the exercise of options, warrants, conversion rights and other contractual rights existing on options or warrants outstanding as of the date hereof of this Agreement and disclosed pursuant to this Agreement, issue any shares of its capital stock, (III) options issued as permitted under the following clause (C)); (B) effect any share split, reverse share split, share dividend, recapitalization or other similar transaction or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for BPOMS capital stock split or otherwise change its capitalization as it exists on capital stock of any BPOMS Subsidiary, except for the date hereof, BPOMS Pre-Merger Steps; (bC) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire acquire, redeem or repurchase any shares of its BPOMS capital stock, stock except in connection with the BPOMS Pre-Merger Steps; (cD) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers officers, directors or directors, employees except in the ordinary course of business and except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor employment agreements contemplated by Section 8.1(d) hereof; (dE) adopt any new employee benefit plan Employee Plan or (including any stock option, stock benefit or stock purchase planexcept as contemplated in this Agreement) or amend any existing employee benefit plan BPOMS Employee Plan or severance or termination pay policies in any material respect, except as required by applicable law or for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall not (aF) authorize, declare, set aside or pay any dividend dividends or make any other distribution or payment payments with respect to any shares of its BPOMS capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its BPOMS capital stock or capital stock of any of its Subsidiaries, or the BPOMS Subsidiaries except in connection with the BPOMS Pre-Merger Steps; or (G) make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 (iv) Shall not, and shall not permit any of its the BPOMS Subsidiaries to sellto, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the financial statements (or the notes thereto) of such party BPOMS SEC Documents or incurred after the date thereof in the ordinary course of business consistent with past practice; 5.3.16 (v) Shall not, and shall not permit any of the BPOMS Subsidiaries to, enter into or amend, modify or terminate any contract which is outside the ordinary course of business and which may result in total fixed or guaranteed payments or liability by or to it in excess of $100,000, other than contracts for expenses of attorneys and accountants incurred in connection with the Merger and office space leases on commercially reasonable terms; (vi) Shall not, and shall not permit any of the BPOMS Subsidiaries to, enter into or amend any contract with any officer, trustee, director, consultant or affiliate of BPOMS or any of the BPOMS Subsidiaries, other than as contemplated by the BPOMS Pre-Merger Steps; (vii) Shall, and shall cause each BPOMS Subsidiary to, timely prepare, in a manner consistent with past practice, and file all Tax Returns required to be filed the due date of which (including reasonable extensions) occurs on or before the Effective Time and pay all Taxes due with respect to any such Tax Returns; (viii) Shall not, and shall not permit any BPOMS Subsidiary to, amend any Tax Returns, make any election relating to Taxes, change any election relating to Taxes already made, adopt any accounting method relating to Taxes, change any accounting method relating to Taxes unless required by GAAP (as agreed with BPOMS’ independent public accountants) or a change in the Code, enter into any closing agreement relating to Taxes, settle or compromise any pending or threatened claim, suit, action litigation, proceeding, investigation, audit or claim controversy relating to Taxes (unless required by law), or consent to the transaction contemplated herebywaiver of the statute of limitations for any claim or audit relating to Taxes; 5.3.17 (ix) Shall not adopt a plan enter into, terminate or materially amend or renew any contract other than with third parties in the ordinary course of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganizationoperating its business consistent with past practice and with the employees referred to in Section 8.1(d) hereof; orand 5.3.18 (x) Shall not takeincur any indebtedness or other obligation for borrowed money other than trade payables and other accruals made in the ordinary course of business consistent with past practice. (c) Prior to the Closing Date, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained except as expressly provided in this Agreement untrue unless HealthAxis has first obtained written consent of BPOMS, HealthAxis: (i) Shall, and shall cause each HealthAxis Subsidiary to, exercise its best efforts to conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, preserve and protect the HealthAxis Intellectual Property and keep available the services of its officers and employees; (ii) Shall not amend HealthAxis’ Amended and Restated Articles of Incorporation or incorrect By-laws, and shall cause each HealthAxis Subsidiary not to amend its charters, bylaws or equivalent organizational documents except in connection with the HealthAxis Pre-Merger Steps; (iii) Shall not, and shall cause each HealthAxis Subsidiary not to, (A) issue or authorize for issue any HealthAxis capital stock or security convertible into or exercisable for any HealthAxis capital stock, except for (i) the shares to be issued and stock options to be granted as contemplated by this Agreement, and (ii) upon the exercise of any options and warrants outstanding as of the date when of this Agreement, (B) effect any share split, reverse share split, share dividend, recapitalization or other similar transaction or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for HealthAxis capital stock or capital stock of any HealthAxis Subsidiary except in connection with the HealthAxis Pre-Merger Steps, (C) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire, redeem or repurchase any HealthAxis capital stock, except repurchases of stock in connection with the payment of withholding taxes related to equity compensation incentives which are on a set-off basis and do not involve any cash outlay by HealthAxis other than to the IRS, (D) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees other than as contemplated by Section 8.1(d) hereof, (E) adopt any new Employee Plan or amend any existing HealthAxis Employee Plan or severance or termination pay policies in any material respect, except as contemplated by this Agreement or as required by applicable law or for changes which are less favorable to participants in such plans, (F) authorize, declare, set aside or pay any dividends (except as expressly provided in this Agreement) or make any other distribution or payments with respect to any HealthAxis capital stock, or directly or indirectly redeem, purchase or otherwise acquire any HealthAxis capital stock or capital stock of any of the HealthAxis Subsidiaries, except for the nominal dividend relating to the HealthAxis Series A Preferred Stock and any stock repurchased in connection with the payment of withholding taxes associated with equity compensation incentives on a set-off basis and not involving any cash outlay by HealthAxis other than to the IRS, or (G) make any commitment for any such action; (iv) Shall not, and shall not permit any of the HealthAxis Subsidiaries to, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the HealthAxis SEC Documents or incurred after the date thereof in the ordinary course of business consistent with past practice; (v) Shall not, and shall not permit any of the HealthAxis Subsidiaries to, enter into or amend, modify or terminate any contract which may result in total fixed or guaranteed payments or liability by or to it in excess of $150,000 other than contracts for expenses of financial advisors, attorneys and accountants incurred in connection with the Merger; (vi) Shall not, and shall not permit any of the HealthAxis Subsidiaries to, enter into any contract with any officer, trustee, director or affiliate of HealthAxis or any of the HealthAxis Subsidiaries other than as contemplated by the HealthAxis Pre-Merger Steps; (vii) Shall, and shall cause each HealthAxis Subsidiary to, timely prepare, in a manner consistent with past practice, and file all Tax Returns required to be filed the due date of which (including reasonable extensions) occurs on or before the Effective Time and pay all Taxes due with respect to any such Tax Returns; (viii) Shall not, and shall not permit any HealthAxis Subsidiary to, amend any Tax Returns, make any election relating to Taxes, change any election relating to Taxes already made, adopt any accounting method relating to Taxes, change any accounting method relating to Taxes unless required by GAAP (as agreed with HealthAxis’ independent public accountants) or a change in the Code, enter into any closing agreement relating to Taxes, settle or compromise any claim, suit, litigation, proceeding, investigation, audit or controversy relating to Taxes (unless required by law), or consent to the waiver of the statute of limitations for any claim or audit relating to Taxes; (ix) Shall not enter into, terminate or materially amend or renew any contract other than with third parties in the ordinary course of operating its business consistent with past practice; and (x) Shall not incur any indebtedness or other obligation for borrowed money other than pursuant to the Loan and Security Agreement between the Company and Silicon Valley Bank dated August 14, 2006 (as amended, the “SVB Loan Agreement”), and other than trade payables and other accruals made in the ordinary course of business consistent with past practice.

Conduct of Businesses. Prior From the date hereof until the Closing Date or earlier termination pursuant to the Effective DateArticle IX, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shall, Seller shall conduct and shall cause each of its Subsidiaries to, the Seller Entities to conduct its operations according to its usual, regular and the Businesses solely in the ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall consistent with past practices and use its their reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, best efforts to preserve intact its the business organization organization, relationships with third parties and goodwill, goodwill of Seller and any Seller Entity with respect to the Businesses and to keep available the services of its officers the present officers, employees, agents and employees and maintain satisfactory relationships other personnel of Seller or any Seller Entity with those persons having business relationships with it; 5.3.3 Except respect to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives Businesses. Without limiting the generality of the other party foregoing, from the date hereof until the Closing Date or earlier termination pursuant to report operational matters of materiality and any proposals to engage in material transactions;Article IX: 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material With respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true Businesses, without Buyer’s prior consent, Seller will not and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall will not (a) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (c) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practiceagree to, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor will ensure that no Seller Entity agrees to: (di) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire assets from any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and shall not permit any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement Person other than in the ordinary course of business consistent with past practice which would be material to such party taken as a wholebona fide, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter arm’s-length transactions entered into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall (ii) sell, assign, lease, license, transfer or otherwise dispose of, any of the Purchased Assets, including any material claim or right against any Person included in such assets, except for sales of Inventory in the ordinary course of business consistent with past practice; (iii) incur any Liability, except Liabilities (A) incurred in the ordinary course of business consistent with past practice, or (B) expressly contemplated by the terms of this Agreement; (iv) amend or modify in any respect or enter into or terminate any Material Agreement; (v) except in the ordinary course of business consistent with past practice, waive, cancel or take any other action materially impairing any of its rights; (vi) make or commit to make any capital expenditures exceeding, individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000); (vii) create, incur, assume or guarantee any debt not outstanding as of the date of this Agreement other than trade payables or accrued expenses incurred in the ordinary course consistent with past practice; (A) increase the rate or terms of compensation payable or to become payable to its directors, officers or employees involved in the Businesses under any Contract or otherwise; (B) pay or agree to pay any employee benefit not provided for by any Seller Employee Plan or Contract set forth in the Schedules hereto; (C) commit to any additional pension, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, continuation pay, termination pay, retirement or other employee benefit plan, agreement or arrangement, or increase the rate or terms of any Seller Employee Plan; or (D) enter into any employment, severance, change-of-control or similar agreement with or for the benefit of any Person; (ix) make any material change in its accounting methods, other than as required by changes in GAAP, in the manner of keeping its books and records, or in its current practices with respect to sales, receivables, Inventories, payables or accrued expenses; (x) prepare or file any Tax Return of Seller or any Seller Entity inconsistent with past practice in preparing or filing similar Tax Returns for prior periods or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, except to the extent required by Law; (xi) make or rescind any express or deemed election relating to Taxes of Seller or any Seller Entity, unless required to do so by applicable Law; (xii) settle or compromise any pending Liability of Seller or threatened suit, action any Seller Entity for Taxes or claim relating agree to an extension of the statute of limitations with respect to the transaction contemplated herebyassessment or determination of Taxes of Seller or any Seller Entity; 5.3.17 Shall not adopt a plan (xiii) permit or suffer to exist any Lien on or against any of complete or partial liquidationthe Purchased Assets, dissolution, merger, consolidation, restructuring, recapitalization or reorganizationother than Permitted Liens; or 5.3.18 Shall not take, (xiv) enter into any commitment or agree in writing or otherwise agreement to take, do any of the actions described foregoing. (b) With respect to the Businesses, Seller shall, and shall cause the Seller Entities to: (A) maintain the Purchased Assets in Section 5.3.1 through 5.3.17 the ordinary course of business in good operating order and condition, reasonable wear and tear excepted; (B) promptly repair, restore or replace any such assets in the ordinary course of business; and (C) upon any damage, destruction or loss to any of such assets, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such assets before such event; (ii) comply in all material respects with all applicable Laws; (iii) file all foreign, federal, state and local Tax Returns required to be filed and make timely payment of all Taxes as and when due; (iv) obtain and maintain in full force and effect, all approvals and consents of any Governmental Authority and all approvals and consents under any Contracts or Permits that are required in connection with the transactions contemplated by this Agreement; (v) comply in all material respects with, and maintain the effectiveness of, all Permits; (vi) promptly notify Buyer in writing if Seller have knowledge of any action, event, condition or circumstance, or group of actions, events, conditions or circumstances that has had or could reasonably be expected to have a material adverse effect on the Businesses or the Purchased Assets; (vii) promptly notify Buyer in writing of the commencement of any Proceeding by or against Seller or any action Seller Entity, or of becoming aware of any claim, action, suit, inquiry, proceeding, notice of violation, subpoena, government audit or disallowance that is threatened or would reasonably be expected to result in a Proceeding; (viii) promptly notify Buyer in writing of the occurrence of any fact that would make cause any representations or warranties contained herein to be inaccurate when made or as if made on the date of the representations and warranties of a party hereto occurrence of, or any Seller’s discovery of, such fact or condition, or that would cause any covenant or agreement contained in this Agreement untrue herein to be breached when made or incorrect as if made on the date of the date when madeoccurrence of, or any Seller’s discovery of, such fact or conditions; (ix) promptly upon receipt thereof, deliver copies of all significant reports submitted to Seller or any Seller Entity by independent public accountants in connection with any interim or special audit or review of the financial statements of Seller or such Seller Entity made by such accountants; and (x) execute and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated herein without additional consideration.

Conduct of Businesses. (i) Prior to the Effective Date, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion of this AgreementClosing, unless both parties have the other party has consented in writing thereto, which consent will not be unreasonably withheldthe Buyer, each party:NAI and the Sellers (with respect to NAI): 5.3.1 Shall(a) Shall use their reasonable best efforts, and shall cause each of its their respective Subsidiaries to use their reasonable best efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees; (b) Shall promptly notify the other of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of their businesses or in the operation of their properties, any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) of or before any Governmental Entity, or the breach in any material respect of any representation or warranty contained herein; and (c) Shall promptly deliver to the other true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement. (ii) Prior to the Closing Date, unless the Buyer has consented in writing thereto, NAI and each of the NAI Subsidiaries shall, and the Sellers shall cause NAI and each of the NAI Subsidiaries to, conduct its : (a) Conduct their operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation Not amend their Certificate of Incorporation or material governmental complaintsBylaws or other organizational documents, investigations or hearings (or communications indicating that in each case as amended, supplemented and/or restated to the same may be contemplated), or date hereof; (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not Not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its their capital stock, effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its their capital stock, (ciii) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall not (ad) Not (i) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, or (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its the NAI Subsidiaries, or make any commitment for any such action, nor action except for the redemption of the NAI Preferred Stock in accordance with its terms; and (ce) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and shall not permit any of its Subsidiaries to Not sell, lease or otherwise dispose of (i) any of its assets (including capital stock of Subsidiariesor other interests in the NAI Subsidiaries or (ii) except in the ordinary course of business, any of its other assets which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (af) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, Not make any loans, advances or capital contributions to to, or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is Person in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder1,000; 5.3.14 Shall not (ag) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not Not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent audited consolidated financial statements (or the notes thereto) of such party NAI delivered to the Buyer in accordance with Section 2.12 hereof or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle (h) Not enter into any commitment, contract or compromise agreement which may result in total payments or liability by or to it in excess of $10,000, other than broker membership agreements or affiliate member agreements entered into in the ordinary course of business; and (i) Not enter into any pending commitment, contract or threatened suitagreement with any officer, action director, consultant or claim relating affiliate of NAI or any of the NAI Subsidiaries. (iii) Prior to the transaction contemplated hereby; 5.3.17 Shall Closing Date, unless the Sellers have consented in writing thereto, the Buyer shall not adopt a plan of complete or partial liquidationeffect any stock split, dissolution, merger, consolidation, restructuringreverse stock split, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madeother similar transactions.

Conduct of Businesses. (i) Prior to the Effective DateTime, except as may be set forth in the CSI RELP Disclosure Schedule, Letter or the RP AIP Disclosure Schedule Letter or as contemplated by any other portion of this Agreement, unless both parties have the other party has consented in writing thereto, which consent will not be unreasonably withheld, each partyAIP and RELP: 5.3.1 Shall(a) Shall use their reasonable efforts, and shall cause each of its their respective Subsidiaries toto use their reasonable efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees; (b) Shall confer on a regular basis with one or more representatives of the other to report operational matters of materiality and, subject to Section 7.1, any proposals to engage in material transactions; (c) Shall promptly notify the other of any material emergency or other material change in the condition (financial or otherwise) of the business, properties, assets or liabilities, or any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation, warranty, covenant or agreement contained herein; (d) Shall not pay quarterly dividends or make distributions payable with respect to the AIP Common Shares and RELP Partnership Interests, respectively; and 20 (e) Shall promptly deliver to the other true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement. (ii) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter, unless AIP has consented (such consent not to be unreasonably withheld or delayed) in writing thereto, RELP: (a) Shall conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 (b) Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)RELP Organizational Documents; 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stockRELP Interests, make any distribution, effect any stock split recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockRELP Interest, (ciii) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directorsdirectors of the General Partner, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 (d) Shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price RELP Interest or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its SubsidiariesRELP Interest, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 (e) Shall not, and shall not permit any of its Subsidiaries to sell, lease sell or otherwise dispose of (i) any RELP Properties, or (ii) except in the ordinary course of business, any of its other assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 (f) Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to to, or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (ag) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party RELP included in the RELP Reports or incurred in the ordinary course of business consistent with past practice; 21 (h) Shall not enter into any commitment which individually may result in total payments or liability by or to it in excess of $250,000 in the case of any one commitment or in excess of $500,000 for all commitments; 5.3.16 (i) Shall not, and shall not permit any of its Subsidiaries to, enter into any commitment with any officer, director or affiliate of RELP or its General Partner except to the extent the same occur in the ordinary course of business consistent with past practice and would not have a RELP Material Adverse Effect; and (j) Shall not settle enter into or compromise terminate any pending lease representing annual revenues of $100,000 or threatened suit, action or claim relating more. (iii) Prior to the transaction contemplated herebyEffective Time, except as may be set forth in the AIP Disclosure Letter, unless RELP has consented (such consent not to be unreasonably withheld or delayed) in writing thereto, AIP: (a) Shall, and shall cause each of its Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.17 (b) Shall not adopt a plan amend its Declaration of complete Trust or partial liquidationBylaws except as contemplated by this Agreement; (c) Shall not (i) except pursuant to the exercise of options, dissolutionwarrants, mergerconversion rights and other contractual rights (including AIP's existing dividend reinvestment plan) existing on the date hereof and disclosed pursuant to this Agreement, consolidationissue any shares of its capital stock, restructuringeffect any share split, reverse share split, share dividend, recapitalization or reorganization; or 5.3.18 Shall other similar transaction, (ii) grant, confer or award any option, warrant, conversion right or other right not takeexisting on the date hereof to acquire any shares of its capital shares (except pursuant to any employee incentive plan approved by shareholders), (iii) amend any employment agreement with any of its present or future officers or Trust Managers, or agree in writing (iv) adopt any new employee benefit plan (including any share option, share benefit or otherwise share purchase plan) except the employee incentive plan to takebe voted on at its shareholder meeting for the fiscal year ended December 31, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.1995;

Conduct of Businesses. (i) Prior to the Effective DateTime, except as may be set forth in the CSI RELP Disclosure Schedule, Letter or the RP AIP Disclosure Schedule Letter or as contemplated by any other portion of this Agreement, unless both parties have the other party has consented in writing thereto, which consent will not be unreasonably withheld, each partyAIP and RELP: 5.3.1 Shall(a) Shall use their reasonable efforts, and shall cause each of its their respective Subsidiaries toto use their reasonable efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees; (b) Shall confer on a regular basis with one or more representatives of the other to report operational matters of materiality and, subject to Section 7.1, any proposals to engage in material transactions; (c) Shall promptly notify the other of any material emergency or other material change in the condition (financial or otherwise) of the business, properties, assets or liabilities, or any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation, warranty, covenant or agreement contained herein; (d) Shall not pay quarterly dividends or make distributions payable with respect to the AIP Common Shares and RELP Partnership Interests, respectively; and 20 (e) Shall promptly deliver to the other true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement. (ii) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter, unless AIP has consented (such consent not to be unreasonably withheld or delayed) in writing thereto, RELP: (a) Shall conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 (b) Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)RELP Organizational Documents; 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stockRELP Interests, make any distribution, effect any stock split recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockRELP Interest, (ciii) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directorsdirectors of the General Partner, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 (d) Shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price RELP Interest or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its SubsidiariesRELP Interest, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 (e) Shall not, and shall not permit any of its Subsidiaries to sell, lease sell or otherwise dispose of (i) any RELP Properties, or (ii) except in the ordinary course of business, any of its other assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 (f) Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to to, or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (ag) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party RELP included in the RELP Reports or incurred in the ordinary course of business consistent with past practice; 5.3.16 (h) Shall not settle enter into any commitment which individually may result in total payments or compromise liability by or to it in excess of $250,000 in the case of any pending one commitment or threatened suitin excess of $500,000 for all commitments; 21 (i) Shall not, action and shall not permit any of its Subsidiaries to, enter into any commitment with any officer, director or claim relating affiliate of RELP or its General Partner except to the transaction contemplated herebyextent the same occur in the ordinary course of business consistent with past practice and would not have a RELP Material Adverse Effect; and (j) Shall not enter into or terminate any lease representing annual revenues of $100,000 or more. (iii) Prior to the Effective Time, except as may be set forth in the AIP Disclosure Letter, unless RELP has consented (such consent not to be unreasonably withheld or delayed) in writing thereto, AIP: (a) Shall, and shall cause each of its Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.17 (b) Shall not adopt a plan amend its Declaration of complete Trust or partial liquidationBylaws except as contemplated by this Agreement; (c) Shall not (i) except pursuant to the exercise of options, dissolutionwarrants, mergerconversion rights and other contractual rights (including AIP's existing dividend reinvestment plan) existing on the date hereof and disclosed pursuant to this Agreement, consolidationissue any shares of its capital stock, restructuringeffect any share split, reverse share split, share dividend, recapitalization or reorganization; orother similar transaction, (ii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital shares (except pursuant to any employee incentive plan approved by shareholders), (iii) amend any employment agreement with any of its present or future officers or Trust Managers, or (iv) adopt any new employee benefit plan (including any share option, share benefit or share purchase plan) except the employee incentive plan to be voted on at its shareholder meeting for the fiscal year ended December 31, 1995; 5.3.18 (d) Shall not takedeclare, set aside or pay any dividend or make any other distribution or payment with respect to any Common Shares or directly or indirectly redeem, purchase or otherwise acquire any Common Shares or capital stock of any of its Subsidiaries, or agree make any commitment for any such action; (e) Except as will be set forth in writing the AIP Disclosure Letter, shall not, and shall not permit any of its Subsidiaries to, sell or otherwise to takedispose of (i) any AIP Properties or any of its capital stock of or other interests in Subsidiaries or (ii) except in the ordinary course of business, any of its other assets which are material, individually or in the actions described aggregate; 22 (f) Shall not, and shall not permit any of its Subsidiaries to, make any loans, advances or capital contributions to, or investments in, any other person other than in Section 5.3.1 through 5.3.17 connection with the sale of properties; (g) Shall not, and shall not permit any of its Subsidiaries to, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of AIP included in the AIP Reports or incurred in the ordinary course of business consistent with past practice; (h) Shall not, and shall not permit any of its Subsidiaries to, enter into any commitment which individually may result in total payments or liability by or to it in excess of $500,000 in the case of any one commitment or in excess of $500,000 for all commitments; and (i) Shall not, and shall not permit any of its Subsidiaries to, enter into any commitment with any officer, Trust Manager or affiliate of AIP or any action that would make of its Subsidiaries, except as herein or in the AIP Disclosure Letter provided and except in the ordinary course of business. For purposes of this Section 7.2, any consent shall be deemed to be unreasonably delayed if notice of consent or withholding of consent is not received within three days of request. Further, if no response is received by the representations and warranties end of a business on such third day, the party hereto contained in this Agreement untrue or incorrect as of receiving the date when maderequest shall be deemed to have consented to such action.

Conduct of Businesses. (a) Conduct by Xxxxxxx and RMSI. Prior to the Effective DateTime, unless --------------------------- the other party has consented in writing thereto or unless otherwise specifically permitted by this Agreement and except as for those matters set forth in the CSI Disclosure ScheduleSchedule 6.2 attached hereto, the RP Disclosure Schedule or as contemplated by any other portion of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each party:Xxxxxxx and RMSI: ------------ 5.3.1 Shall, and (i) shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its their respective reasonable best efforts, and shall cause each of its Subsidiaries their respective subsidiaries to use its their reasonable best efforts, to preserve intact its their business organization organizations and goodwill, goodwill and keep available the services of its their respective executive officers and employees material employees, their customers and maintain satisfactory relationships with those persons principals and others having business relationships relations with itXxxxxxx or RMSI, as applicable; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (ii) shall confer on a regular basis with one or more representatives of the other party to report on material operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall iii) shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its their businesses or in the operation of its their properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (iv) shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party or with respect to it with the SEC subsequent to the date of this AgreementAgreement and copies of all correspondence with the SEC relating thereto; 5.3.7 Shall (v) shall, and shall cause each of their respective subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted and refrain from changing or introducing any method of financial or tax accounting, management or operations except in the ordinary course of business and consistent with past practices, subject to clauses (vi)- (xix) below; (vi) shall not amend their respective certificate of incorporation or bylaws, and shall cause each of their respective subsidiaries not to amend their charter, bylaws, joint venture documents, partnership agreements or equivalent documents; (vii) shall not (aA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (bB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockstock or grant any stock appreciation rights, (cC) increase any compensation compensation, other than in the ordinary course of business consistent with past practice, or enter into or amend any employment severance, termination or similar agreement with any of its their present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (dD) adopt any new employee benefit plan (including any stock option, stock appreciation right, stock benefit or stock purchase plan) or amend any existing employee of their benefit plan plans in any material respect, except for changes which are less not more favorable to participants in such plans or as may be are otherwise required by to comply with applicable law; 5.3.8 Shall (viii) shall not (aA) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, or (bB) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its their respective capital stock or capital stock of any of its Subsidiariesor their respective subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall (ix) shall not, and shall cause all of their respective subsidiaries not permit any of its Subsidiaries to to, sell, lease or otherwise dispose of, or agree to the sale, lease or other disposition of any of its their assets (including capital stock of Subsidiaries) or properties which are material, individually or in the aggregate, or any of the capital stock of, or partnership or other interests owned by, Xxxxxxx, RMSI or any of their subsidiaries except in the ordinary course of business; 5.3.10 Shall (x) shall not, and shall not (a) incur authorize or assume give any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiariestheir respective subsidiaries consent to, make any loans, advances or capital contributions to to, or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement person other than loans and advances to employees relating to the incurrence of expenses in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunderpractices; 5.3.14 Shall (xi) shall not, and shall not (a) make permit any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not of their respective subsidiaries to, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party RMSI included in the RMSI SEC Report or of Xxxxxxx included in the Xxxxxxx SEC Reports, as applicable, or incurred in the ordinary course of business consistent with past practicepractice or entered into in accordance with this Agreement or the settlement of claims and litigation in the ordinary course of business; 5.3.16 Shall (xii) shall not, and shall cause all of their respective subsidiaries not to, enter into any commitment not provided for in their respective capital expenditure budgets which may result in total payments or liability by it in excess of $100,000 per year (provided, however, that nothing contained in this clause (xii) shall permit Xxxxxxx or RMSI, as applicable, or any of their respective subsidiaries to take any action prohibited by the other provisions of this Section 6.2), other than commitments for expenses of attorneys, accountants and investment bankers incurred in connection with 37 the transactions contemplated by this Agreement or, if and to the extent consistent with this Agreement, any Acquisition Proposal; and (xiii) shall not, and shall cause all of their respective subsidiaries not to, engage in any discussions relating to, make any proposal or offer relating to, or enter into any agreement with respect to, any acquisition or purchase by Xxxxxxx or RMSI, as applicable, or any of their respective subsidiaries of all or a significant portion of the assets of, or any capital stock or other equity interest in, any entity, or any merger, consolidation, business combination or similar transaction involving Xxxxxxx or RMSI, as applicable, or any of their respective subsidiaries, other than in connection with the pending transactions listed on Schedule 6.2(a)(xiii) contained in their respective Disclosure Letters; --------------------- (xiv) shall not, and shall cause all of their respective subsidiaries not to, make any purchase of any product, asset or property other than in the ordinary course of business, or mortgage, pledge, subject to a lien or otherwise encumber any of its properties or assets other than in the ordinary course of business, other than in connection with the pending transactions listed on Schedule 6.2(a)(xiii) contained in their --------------------- respective Disclosure Letters; (xv) shall not, and shall cause all of their respective subsidiaries not to, incur any contingent liability as a guarantor or otherwise with respect to the obligations of others, or incur any other indebtedness or contingent or fixed obligations or liabilities except in the ordinary course of business; (xvi) shall not, and shall cause all of their respective subsidiaries not to, make any change in the compensation payable or to become payable to any of their respective officers, employees, agents or independent contractors other than increases in the ordinary course of business consistent with past practices, provided that no compensation payable to any of Xxxxxxx'x or RMSI's officers, employees, agents, or independent contractors shall be increased by more than 5% of the compensation received by such person for the calendar year ending December 31, 1998; (xvii) shall have, and shall cause all of their respective subsidiaries to have, in effect and maintain at all times all insurance of the kind and in the amount it currently carries or equivalent insurance with any substitute insurers approved in writing by the other party; (xviii) shall permit, and shall cause all of their respective subsidiaries to permit the other party and its authorized representatives to have full access to all its properties, assets, records, Tax Returns, contracts and documents and furnish to the other party or its authorized representatives such financial and other information with respect to its business or properties as the other party may from time to time reasonably request; and (xix) shall not, and shall cause all of their respective subsidiaries not to, make any material Tax elections, settle or compromise any pending Tax liability with any Taxing Authority or threatened suit, action file any amended Tax Return or claim relating for refund. Any request for consent of Xxxxxxx under this Section 6.2 shall be directed to Xxxxxx X. Xxxxxxx at the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described address set forth for Xxxxxxx in Section 5.3.1 through 5.3.17 or any action that would make any 9.2 hereof, with copies to Xxxxxx X. Cable, P.C. at the address set forth for Xxxxxxx, Procter & Xxxx LLP set forth in Section 9.2 hereof. Any request for consent of RMSI under this Section 6.2 shall be directed to Xxxxxx X. Xxxxxxxx at the representations and warranties of a party hereto contained address set forth for RMSI in this Agreement untrue or incorrect as of Section 9.2 hereof, with copies to Xxxxxx Xxxxxx Xxxxx, Esq. at the date when madeaddress set forth for Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP set forth in Section 9.2 hereof.

Conduct of Businesses. Prior to the Effective Date, except as set forth in the CSI FMP Disclosure Schedule, the RP RG Disclosure Schedule or as contemplated by any other portion of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 5.2.1. Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 5.2.2. Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall 5.2.3. Shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 5.2.4. Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)laws; 5.3.5 5.2.5. Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 5.2.6. Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 5.2.7. Shall not (a) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (c) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 75,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (d) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 5.2.8. Shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP RG Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith)Plans, directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock;acquire 5.3.9 5.2.9. Shall not, and shall not permit any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 5.2.10. Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component)business, (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 5.2.11. Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 5.2.12. Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party, except that both parties shall use their best efforts to make all filings under Regulation S-B promulgated by the SEC for all periods ending after December 31, 1996; 5.3.13 5.2.13. Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,0001,500,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 5.2.14. Shall not (a) make any Tax tax election with respect to such party or its Subsidiaries or settle or compromise any Tax income tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiarieswhole; 5.3.15 5.2.15. Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice;, 5.3.16 5.2.16. Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 5.2.17. Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 5.2.1 through 5.3.17 5.2.16 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.

Conduct of Businesses. Prior to the Effective DateTime, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as expressly contemplated by any other portion provision of this AgreementAgreement or as required by applicable law, unless both parties have Mergerco has consented in writing thereto, which consent will not be unreasonably withheld, each partythe Company: 5.3.1 Shall(a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (b) shall use its commercially reasonable efforts, and shall cause each of its Subsidiaries to use its commercially reasonable efforts, to preserve intact its their business organization organizations and goodwill, keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itthem; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (c) shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)bylaws; 5.3.5 Shall promptly notify the other party of (ad) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall shall not (ai) except pursuant to the 1996 Employee Stock Purchase Plan and the exercise of optionsoutstanding Company Options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, (x) issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists existed on the date hereof, hereof or (by) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (cii) increase any compensation or benefits, except in the ordinary course of business consistent with past practice, or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to with new employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (diii) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend (except as required by law) any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall (e) shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, stock or (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall (f) shall not, and shall not permit any of its Subsidiaries to to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which that are materialmaterial to the Company, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall (g) shall not (a) incur take any action that is likely to delay materially or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in adversely affect the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations ability of any of the parties hereto (i) to obtain any consent, authorization, order or approval of any governmental commission, board or other person except in regulatory body or (ii) to consummate the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, Merger; and (ch) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiariesshall not, nor (e) mortgage or pledge shall it permit any of its material assetsSubsidiaries to, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, take any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madeforegoing actions.

Conduct of Businesses. Prior to Between the Effective date of this Agreement and the Closing Date, except the Parties hereto do hereby agree as follows: (a) PHMD shall cause the Company to conduct the Company Business only in the Ordinary Course of Business and in such a manner as to not cause a breach of any of the representations and warranties set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion Section 3.6 of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) DSKX shall conduct the DSKX Business only in the Ordinary Course of Business and in such a manner as to not cause a breach of any material litigation or material governmental complaints, investigations or hearings (or communications indicating that of the same may be contemplated), or representations and warranties set forth in Section 4.6 of this Agreement; (c) PHMD and DSKX shall each supply to the breach in any material respect other, (i) unaudited management prepared monthly balance sheets (including all intercompany eliminations) of any representation or warranty or covenant contained hereineach member of the Radiancy Group and Photomedex Technology, and (ii) the unaudited management prepared monthly consolidated balance sheets of DSKX and its consolidated Subsidiaries; 5.3.6 Shall promptly deliver (d) except for dividends and distributions that may be required in the Ordinary Course of Business to (i) pay professional fees and other related costs of PHMD in order to consummate the transactions contemplated by this Agreement and the Photomedex Technology Merger Agreement, (ii) pay professional fees and other party true related costs to comply with applicable securities laws, and correct copies (ii) the payment of any report, statement or schedule filed by salaries to senior executive officers of PHMD in amounts not in excess of the periodic payments made to such party with the SEC subsequent to individuals as at the date of this Agreement, PHMD shall not cause any member of the Radiancy Group or Photomedex Technology to make any distributions or dividends of cash or other property to PHMD or any other Affiliate of PHMD; 5.3.7 Shall (e) PHMD shall not (a) except pursuant cause or permit the Radiancy Group or Photomedex Technology to either defer the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares collection of its capital stockAccounts Receivable, effect any stock split or otherwise change its capitalization as it exists on accelerate the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares payment of its capital stockAccounts Payable and accrued expenses, and shall use its reasonable best effects to cause the Adjusted Working Capital of the Radiancy Group or Photomedex Technology to be at least $11,500,000 as at the Closing Date; (cf) increase any compensation DSKX shall not amend its articles of incorporation, certificate of incorporation, or enter into or amend any employment severance, termination bylaws or similar agreement with governing documents of any of its present Subsidiaries in a manner that would materially and adversely affect the economic benefits of the Mergers to the holders of PHMD’s common stock or future officers that would materially impede either Party’s ability to consummate the transactions contemplated by the Merger Agreements; (g) neither DSKX nor PHMD shall take any action that is intended to, would or directors, except for normal increases in compensation would be reasonably likely to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (d) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan result in any material respectof the conditions set forth in Section 2.12 not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except for changes which are less favorable to participants except, in such plans or every case, as may be required by applicable law; 5.3.8 Shall not (ah) declare, set aside or pay neither DSKX nor PHMD shall take any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiariesaction, or make knowingly fail to take any commitment for any such action, nor (cwhich action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) split, combine or reclassify any of its capital stockthe Code; 5.3.9 Shall not(i) without the prior written consent of the other Party, and neither DSKX nor PHMD shall not permit incur any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are materialindebtedness, individually or in the aggregate, except in the ordinary course aggregate (i) on behalf of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is DSKX in excess of $25,000 or1,000,000, in the aggregate, is or (ii) on behalf of PHMD in excess of $150,000; provided1,000,000, that none whether evidenced by notes, debentures, mortgages or leases required to be capitalized under GAAP; (j) without the prior written consent of the foregoing other Party, neither DSKX nor PHMD shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into incur incurring or amend any contract, agreement, commitment or arrangement providing for the taking obtain placement of any action which would be prohibited hereunderLiens on the assets and properties of DSKX, the DSKX Subsidiaries, the Radiancy Group or Photo-Tech, as applicable; 5.3.14 Shall not (ak) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)without the prior written consent of PHMD, other than the paymentissuance of shares of DSKX Common Stock constituting the DSKX Merger Shares, discharge DSKX shall not issue any shares of DSKX Common Stock or satisfaction any warrants, options, convertible preferred stock (including shares of business liabilities reflected DSKX Series A Preferred Stock), convertible notes or reserved against in, and contemplated by, other securities or rights issued or granted by DSKX entitling the financial statements (holder(s) thereof to purchase or the notes thereto) receive upon exercise or conversion of such party securities or incurred in the ordinary course rights, shares of business consistent with past practiceDSKX Common Stock at issuance prices, conversion prices or exercise prices below $2.00 per share; 5.3.16 Shall not settle (l) neither DSKX nor PHMD shall: merge or compromise consolidate DSKX, any pending DSKX Subsidiary, any member of the Radiancy Group, or threatened suitPhotomedex Technology, action as applicable, with any other corporation; sell or claim relating to lease all or any substantial portion of the transaction contemplated herebyassets or business of DSKX, any DSKX Subsidiary, any member of the Radiancy Group, or Photomedex Technology, as applicable; or make any acquisition of all or any substantial portion of the business or assets of any other Person by DSKX, any DSKX Subsidiary, any member of the Radiancy Group, or Photomedex Technology, as applicable; 5.3.17 Shall (m) DSKX shall not adopt a plan of complete or partial undertake any liquidation, dissolution, merger, consolidation, restructuring, recapitalization dissolution or reorganizationwinding-up of the affairs of DSKX or any DSKX Subsidiary; or 5.3.18 Shall not (n) neither DSKX nor PHMD shall agree to or make any commitment to, take, or agree adopt any resolutions of board of directors of the respective parties in writing or otherwise to takesupport of, any of the actions described in prohibited by this Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made5.12.

Conduct of Businesses. Prior to From the Effective Datedate hereof until a Combined Sale or termination of this Agreement in accordance with Section 7, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion of this Agreement, unless both parties have otherwise consented to in writing theretoby Midland or Greenbrier, on the one hand to the other party (which consent will shall not be unreasonably withheld, conditioned or delayed), Greenbrier and Midland each party: 5.3.1 Shall, and shall cause each of its Subsidiaries agree to, (x) conduct its operations according to its usual, regular the business of Greenbrier and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (a) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (c) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (d) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and shall not permit any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except Midland in the ordinary course of business consistent with past practices practices; and (y) use reasonable best efforts to maintain and preserve intact the current organization and business of Greenbrier and Midland, as the case may be, and to preserve the rights, goodwill and relationships of its landlords, mineral owners, employees, customers, lenders, suppliers, regulators and others having business relationships with Greenbrier and Midland, respectively. Greenbrier and Midland each acknowledge and agree that the Sharing Model has been prepared based upon prior financial information shared among Greenbrier, Midland and Xxxxxx. The Sharing Model assumes that each business will continue to operate in an amount the ordinary course and Greenbrier and Midland each agree that, since delivered to the Special Board the balance sheet of Greenbrier, dated November 30, 2010 and the condensed balance sheet of Midland, dated November 30, 2010, respectively, there has not material to such partybeen, taken as a wholeand will not be, any: (ca) other than to wholly-owned Subsidiaries, make declaration or payment of any loans, advances dividends or capital contributions to distributions on or investments in, any other person, (d) pledge or otherwise encumber shares in respect of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security membership interest or encumbrance redemption, purchase or acquisition of any kind in respect to such assetits membership interests; 5.3.11 Shall not acquire(b) transfer, sellassignment, lease sale or dispose other disposition of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by assets of such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization cancellation of any debts or division thereof or any equity interest therein, (b) enter into any contract or agreement other than entitlements except for fair and reasonable value in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, practices; (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the investment in, or any loan to, any other party, nor person; (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking grant of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not paybonuses, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent whether monetary or otherwise), or any general wage or salary increases in respect of its employees, other than as consistent with past practice, or change in the payment, discharge or satisfaction terms of business liabilities reflected or reserved against in, employment for any Employee except (1) for the bonuses to key employees (other than the CEO and contemplated by, the financial statements (or the notes theretoPresident of each entity) of Greenbrier and Midland upon a Combined Sale in an aggregate amount of up to $500,000 as provided for in the Sharing Model with $400,000 being allocated among certain Greenbrier employees as recommended by the management of Greenbrier (one of the conditions of such party bonus shall be the continued employment of such employee through the date of the Combined Sale) and approved by Special Board Approval and $100,000 to be allocated among certain Midland employees and (2) as contained in that certain employment agreement to be entered into between Greenbrier and Xxxxxx X. Xxxxxx, III; (e) entry into or incurred termination of any employment agreement (other than that certain employment agreement to be entered into between Greenbrier and Xxxxxx X. Xxxxxx, III) or collective bargaining agreement, written or oral, or modification of the terms of any such existing agreement; (f) loan to, or enter into any other transaction, unless fair and reasonable, with any of its members (direct and indirect), managers and officers of such company other than in the ordinary course of business consistent in accordance with past practicepractices; provided that with respect to any transaction involving $25,000 or more, such transaction shall be disclosed to the Special Board prior to the consummation of such transaction (it is acknowledged that the following transactions have been disclosed to the Special Board: (i) Greenbrier is entering into an employment agreement with Xxxxxx X. Xxxxxx, III, contemporaneously herewith, and (ii) Xxxxxx X. Xxxxxx, III continues to accrue a payable for salary and benefits package from Midland at the rate of $31,500 per month); and, for the avoidance of doubt, the parties also acknowledge that the foregoing restrictions do not apply to the leasing of equipment, sharing of personnel, and coal sales between Midland and Greenbrier on terms and conditions substantially similar to those previously conducted between the parties; 5.3.16 Shall not settle (g) acquisition by merger or compromise consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any pending other manner, any business or threatened suit, action any person or claim relating to the transaction contemplated herebyany division thereof; 5.3.17 Shall not adopt a plan (h) adoption, amendment, modification or termination of complete any bonus, profit sharing, incentive, severance, or partial liquidationother plan, dissolutioncontract or commitment for the benefit of any of its managers, mergermembers, consolidationofficers and employees except for the bonuses to key employees of Greenbrier and Midland in an aggregate amount of up to $500,000 as provided for in the Sharing Model; (i) cash payments of salary and benefits by Midland to Xxxxxx X. Xxxxxx, restructuringIII, recapitalization provided that nothing shall prohibit or reorganizationrestrict Midland from continuing to accrue such salary and benefits in accordance with its past practices; or 5.3.18 Shall not take, or agree in writing or otherwise (j) any contract to take, do any of the actions described in Section 5.3.1 through 5.3.17 foregoing, or any action or omission that would make result in any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madeforegoing.

Conduct of Businesses. Prior From the date hereof to the Effective DateTime, --------------------- except as set forth in the CSI Pac Rim Disclosure Schedule, the RP Disclosure Schedule Letter or as contemplated by any other portion provision of this Agreement, unless both parties have Parent has consented in writing thereto, which consent will not be unreasonably withheld, each partyPac Rim and its Subsidiaries: 5.3.1 Shall, and (a) shall cause each of its Subsidiaries to, conduct its their operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (b) shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, their best commercial efforts to preserve intact its their business organization and goodwill, keep available the services of its their officers and employees and maintain satisfactory relationships with those persons having business relationships with itthem; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (c) shall confer on a regular basis with one or more representatives of the other party Parent to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall (d) shall not amend its articles their Certificates of Incorporation or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize Incorporation, as the CSI Preferred Stock)case may be, or Bylaws; 5.3.5 Shall (e) shall promptly notify the other party Parent of (ai) any material emergency or other material change in the condition (financial or otherwise), of such partyPac Rim's or any of its Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (bii) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated)hearings, or (ciii) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (f) shall timely file all reports required by applicable securities laws, rules or regulations to be filed with the SEC and promptly deliver to the other party Parent true and correct copies of any report, statement or schedule filed by such party Pac Rim with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (g) shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockstock from Pac Rim, (ciii) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 85,000 in annual base compensation, compensation consistent with past practice, practice and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs; provided, nor however, any such increases in annual base compensation shall not exceed five percent (d5%) of such employees' current annual base compensation without the prior consent of Parent, which consent shall not be unreasonably withheld, or (iv) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall (h) shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stockstock for purposes other than satisfying its obligation to pay interest when due under the Debenture/Warrant Agreement; provided, however, on the Closing Date, Pac Rim shall pay all interest accrued but unpaid as of such date under the Debenture/Warrant Agreement; (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Pac Rim Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith)Plans, directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor action or (ciii) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and (i) shall not permit any of its Subsidiaries to acquire, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business, consistent with past practice; 5.3.10 Shall (j) shall not (ai) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms business; (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (bii) except for obligations of wholly-owned SubsidiariesSubsidiaries of Pac Rim; assume, guaranteeguaranty, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such partyPac Rim and its Subsidiaries, taken as a whole, ; (ciii) other than to wholly-owned SubsidiariesSubsidiaries of Pac Rim, make any loans, advances or capital contributions to or investments in, any other person, ; (div) pledge or otherwise encumber shares of capital stock of such party Pac Rim or its Subsidiaries; (v) except for purchase money liens, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in of respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.

Conduct of Businesses. (a) Prior to the Effective Closing Date, except as set forth unless Shoney's has been notified at least 5 business days in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion of this Agreement, unless both parties have consented advance thereof and has not objected in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shall, Enterprises shall and shall cause each of its Subsidiaries TPIR, TPIE, TPII and each TPIR Subsidiary to: (1) subject to Section 9.2.3(c) hereof, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its their reasonable efforts, and shall cause each of its their respective Subsidiaries and Affiliates to use its their reasonable efforts, to preserve intact its their business organization organizations and goodwill, goodwill and keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itemployees; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall (2) confer on a regular basis with one or more representatives of the other party Shoney's to report operational matters of materiality and and, subject to Section 7.1, any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall 3) promptly notify the other party Shoney's of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its their businesses or in the operation of its their properties, (b) any material litigation or material governmental complaints, investigations investigations, or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (4) promptly deliver to the other party Shoney's true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (5) conduct operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to clause (6) below; (6) not acquire, enter into an option to acquire or lease or exercise an option or contract to acquire or lease additional real property, incur additional indebtedness for borrowed money (aother than under the TPIR Bank Debt to fund operations in the ordinary course of business consistent with past practice), encumber assets or commence construction of, or enter into any agreement or commitment to develop or construct, restaurant or other real estate projects; (7) maintain in the ordinary course of business, their respective properties in their current condition of repair, ordinary wear and tear excepted, and assure that each of the Company Properties, at the Closing Date, has sufficient FF&E and Inventories to enable it to be operated in the usual and ordinary course of business; (8) maintain their books of account and records relating to their respective operations in the usual, regular and ordinary manner on a basis consistent with past practices and not to make any changes in their accounting methods, principles or practices, except as may be required by generally accepted accounting principles; (9) pay when due and payable all Taxes and assessments relating to the operation of TPIR, TPIE, TPII and each TPIR Subsidiary during taxable periods ending on or before such Closing Date and file all Tax Returns relating to such Taxes and assessments as required by Section 8.7; (10) except in the ordinary course of business in accordance with past practice, not withdraw, settle or otherwise compromise any protest or reduction proceeding affecting real estate or personal property Taxes assessed against any assets of TPIR, TPIE, TPII or any TPIR Subsidiary for any fiscal period in which the Closing Date is to occur or any subsequent fiscal period; (11) not amend their respective Articles of Incorporation or Bylaws; (12) not: (i) issue, transfer from treasury or allocate any additional shares of capital stock (except pursuant to the Enterprises Stock Purchase Plan, the Enterprises 401(k) Plan, the exercise of optionsoptions granted under one of the Enterprises Stock Option Plans, warrants, the exercise of the Enterprises Warrants or the conversion rights and other contractual rights existing on of any of the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stockPublic Debentures or the Private Debentures), effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereof, other similar transaction; (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its the capital stockstock of TPIR, TPIE, TPII or any TPIR Subsidiary; (ciii) increase any compensation (except as may be required by an applicable contract) or enter into or amend any employment severance, termination or similar agreement with any of its their respective present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor ; (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) , supplemental employee retirement plan or severance arrangement), amend any existing employee benefit plan plan, program or practice or the individual benefits provided to any individual employee in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawterminate any existing employee benefit plan; or (v) increase discretionary matching under any 401(k) Plan; 5.3.8 Shall (13) not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of TPIR, TPIE, TPII or any of its SubsidiariesTPIR Subsidiary, or make any commitment for any such action; provided, nor (c) splithowever, combine or reclassify that, notwithstanding the foregoing, there is hereby permitted the transfer of funds from any of its capital stockTPIR, TPIE, TPII or the TPIR Subsidiaries to Enterprises sufficient to satisfy when due all payment obligations of Enterprises or TPIR in respect of the Public Debentures (including, without limitation, the payment of principal, premium, if any, interest or the Repurchase Price or the Redemption Price (as such terms are defined in the Public Indenture) or the Private Debentures (including, without limitation, the payment of principal, premium, if any and interest); 5.3.9 Shall not, and shall (14) not permit any of its Subsidiaries to sell, lease or otherwise dispose of of: (i) any of its assets Company Property; or (including capital stock of Subsidiariesii) which are material, individually or in the aggregate, except in the ordinary course of business, any assets with a value greater than $100,000; 5.3.10 Shall (15) not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to to, or investments in, any other person, person or entity (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than intercompany loans, advances, contributions or investments in the ordinary course of business consistent with past practice which would be material to such party taken and as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in approved by the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunderOperating Committee); 5.3.14 Shall not (a16) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken except as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall set forth in Schedule 7.2, not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent financial statements (or the notes thereto) of such party included in the Company Financial Information or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall (17) not settle enter into any commitment (or compromise series of related commitments) to purchase goods or services extending beyond July 31, 1996 which may result in total payments by or liability to it in excess of $100,000 (excluding commitments: (a) to purchase food products in quantities that are necessary to meet TPIR's anticipated needs to participate in product promotions as part of the Shoney's system; or (b) that are approved in writing by Shoney's); (18) not enter into any pending commitment with any officer, director or threatened suitconsultant of Enterprises, action any of the Remaining Subsidiaries, TPIR, TPIE, TPII, any TPIR Subsidiary or claim relating any of their respective Affiliates; (19) (i) not use, transport, store, dispose of or in any manner deal with Hazardous Materials, except in compliance in all material respects with all applicable Environmental Laws; (ii) comply in all material respects with all applicable Environmental Laws, and to keep all Company Properties free and clear of any liens imposed pursuant to such Environmental Laws; and (iii) not install, or permit to be installed, Asbestos on any Company Property; (20) notify Shoney's and TPAC in writing as soon as possible upon receipt of any notices from any persons, entities or Governmental Entities pertaining to Hazardous Materials on, from or affecting any Company Property or to alleged illegal activities or conditions at any of the Company Properties or operations; (21) not cancel any debts owed to TPIR, TPIE, TPII or any TPIR Subsidiary other than intercompany receivables due from Enterprises; (22) not enter into any contract or agreement of the type described in Section 5.21 or Section 5.22 (except using a $100,000 threshold for contracts or agreements which would otherwise be subject to a $50,000 threshold); (23) not pay the Specified Wind-up Expenses in an amount in excess of the aggregate amount set forth in the Enterprises Disclosure Letter; (24) except pursuant to Shoney's marketing plans or Enterprises' marketing plans described on Schedule 7.2(a)(24) to the transaction Enterprises Disclosure Letter, not issue any certificates or coupons that would entitle the bearer thereof to receive a reduction in the price of food and/or beverages consumed at any of the Restaurants or to receive such food and/or beverages free of charge; (25) not invest cash in any investment other than a Cash Equivalent; (26) not allow Accounts Receivable to exceed $1,500,000; (27) prior to the Closing Date, to record on their books appropriate charges in accordance with GAAP with respect to any Inventories that are obsolete, spoiled or unusable and with respect to any Accounts Receivable that are not anticipated to be collected; and (28) not do any act, omit to do any act or permit any act within the control of TPIR, TPIE, TPII or any TPIR Subsidiary which will cause a breach of any representation, warranty, covenant or agreement contained in this Agreement. (b) If Shoney's is notified of a proposed action under Section 7.2(a) and objects in writing within the time period set forth, the matter shall be resolved by the Operating Committee. (c) Prior to the Closing Date, unless Enterprises has consented in writing thereto, Shoney's: (1) shall use its reasonable efforts, and shall cause each of its respective Subsidiaries and Affiliates to use their reasonable efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees; (2) shall promptly notify Enterprises of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, any material governmental complaints, investigations, or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein; (3) shall promptly deliver to Enterprises true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (4) shall not, and shall not permit any of its Subsidiaries to, amend their respective Articles of Incorporation or Bylaws; provided that TPAC may amend its Articles of Incorporation or Bylaws for the sole purpose(s) of changing its name and /or authorizing the issuance of preferred stock; (5) Shall not: (i) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any additional shares of Shoney's Common Stock, effect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction; or (ii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any Shoney's Common Stock, other than (x) options granted pursuant to and in accordance with Shoney's Stock Plans as in effect on the date hereof, (y) options, redemption or conversion rights granted in connection with the acquisition of properties by Shoney's or (z) shares of Shoney's Common Stock granted pursuant to existing employee benefit plans of Shoney's; (6) Shall not: (i) declare, set aside or pay any dividend or make any other distribution or payment with respect to the Shoney's Common Stock; or (ii) except in connection with Shoney's Stock Plans or the use of shares of Shoney's Common Stock to pay the exercise price or tax withholding in connection with Shoney's Stock Plans, directly or indirectly redeem, purchase or otherwise acquire any Shoney's Common Stock or any of the shares of capital stock of any of its Subsidiaries, or make any commitment for any such action; (7) Shall not, and shall not permit any of its Subsidiaries to, sell, lease or otherwise dispose of any of their respective properties other than: (i) in the ordinary course of business; or (ii) sales, leases or disposals of assets which are not material, individually or in the aggregate; (8) Shall cause TPAC to take all necessary corporate action to consummate the transactions contemplated hereby; 5.3.17 (9) Shall not, and shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, permit any of its Subsidiaries to acquire or commit to acquire, from the actions described in Section 5.3.1 through 5.3.17 date of this Agreement until the Closing Date, more than twenty (20) restaurants from third parties or make any other material acquisition; and (10) Shall not, and shall not permit any of its Subsidiaries to do any act or permit any act within the control of Shoney's or any action that would make of its Subsidiaries which will cause a breach of any of the representations and warranties of a party hereto representation, warranty, covenant or agreement contained in this Agreement untrue Agreement. (d) On the Closing Date, Shoney's shall cause TPAC to satisfy or incorrect as discharge the TPIR Bank Debt and the Private Debentures. (e) Shoney's shall use its best efforts to satisfy the conditions set forth in Section 9.1.2 (with respect to Shoney's lenders) and to obtain the commitment letter referenced in Section 9.2.10 prior to April 30, 1996. Upon its receipt, Shoney's shall deliver to Enterprises a copy of the date when madecommitment letter referenced in Section 9.2.10.

Conduct of Businesses. (a) Prior to the Effective DateTime, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated specifically permitted by any other portion of this Agreement, unless both parties have the other party has consented in writing thereto, which consent will not be unreasonably withheld, each partyBuyer and Coplxx: 5.3.1 Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 (i) Shall use its their reasonable best efforts, and shall cause each of its their respective Subsidiaries to use its their reasonable best efforts, to preserve intact its their business organization organizations and goodwill, goodwill and keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itemployees; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall (ii) Shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and and, subject to Section 7.1, any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 iii) Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its their businesses or in the operation of its their properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein;; and 5.3.6 (iv) Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement. (b) Prior to the Effective Time, unless Buyer has consented thereto (and Buyer hereby agrees to give good faith consideration to any such request for consent by Coplxx xxx to respond to any such request within five (5) business days and in the event no response is received by Coplxx xx the expiration of such five business day period, such consent shall be deemed given) Coplxx: (i) Shall, and shall cause each Coplxx Xxbsidiary to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to clauses (ii)-(ix) below; 5.3.7 (ii) Shall not, and shall cause each Coplxx Xxbsidiary not to, acquire, enter into an option to acquire or exercise an option or contract to acquire additional real property, incur additional indebtedness, encumber assets or commence construction of, or enter into any agreement or commitment to develop or construct, any other type of real estate projects except for the transactions contemplated in the Coplxx Xxxclosure Letter; (iii) Shall not amend Coplxx'x Xxxtificate or its By-laws, and shall cause each Coplxx Xxxsidiary not to amend its charter, bylaws, joint venture documents, partnership agreements or equivalent documents except as contemplated by this Agreement or the Coplxx Xxxclosure Letter; (iv) Shall not (aA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (bB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (cC) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (dD) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall not (av) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and shall not permit any of its Subsidiaries to the Coplxx Xxxsidiaries to, except in accordance with and as permitted under Section 7.2(d) and (e) hereof or as contemplated in the Coplxx Xxxclosure Letter, sell, lease or otherwise dispose of (A) any Coplxx Xxxperties or any portion thereof or any of the capital stock of or partnership or other interests in any of the Coplxx Xxxsidiaries or (B) except in the ordinary course of business, any of its other assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 (vi) Shall not, and shall not (a) incur or assume permit any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned SubsidiariesCoplxx Xxxsidiaries to, make any loans, advances or capital contributions to to, or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 (vii) Shall not acquirenot, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, and shall not change permit any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by mergerCoplxx Xxxsidiaries to, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party Coplxx xxxluded in the Coplxx XXX Reports or incurred in the ordinary course of business consistent with past practice; 5.3.16 (viii) Shall not, and shall not settle permit any of the Coplxx Xxxsidiaries to, enter into any Commitment which may result in total payments or compromise liability by or to it in excess of $50,000 other than Commitments for expenses of attorneys, accountants and investment bankers incurred in connection with the Merger; and (ix) Shall not, and shall not permit any pending of the Coplxx Xxxsidiaries to, enter into any Commitment with any officer, director, consultant or threatened suitaffiliate of Coplxx xx any of the Coplxx Xxxsidiaries. (i) Prior to the Effective Time, action Buyer shall not, without the prior written consent of Coplxx (xxd Coplxx xxxeby agrees to give good faith consideration to any such request for consent by Buyer and to respond to any such request within five (5) business days and in the event no response is received by Buyer by the expiration of such five business day period, such consent shall be deemed given): (x) directly or claim indirectly through a Buyer Subsidiary merge or consolidate with, or acquire all or substantially all of the assets of, any person or entity except for LNH REIT, Inc.; (y) incur, in one transaction or a series of transactions, an additional $15,000,000 of indebtedness; or (z) issue any shares of its capital stock (except in connection with Buyer's employee or trustee benefit plans), effect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction, or grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock (except in connection with Buyer's employee or trustee benefit plans). Notwithstanding anything to the contrary in the foregoing sentence, in connection with any potential merger or acquisition relating to TargetCo (as such term is defined in Section 7.2 of the Buyer Disclosure Letter), prior to Buyer entering into a definitive agreement with TargetCo, Buyer shall first deliver written notice to Coplxx xxxntifying and describing the price and other terms of the proposed transaction (the "Notice") and, within 15 calendar days after receiving the Notice, Coplxx xxxll consent or withhold its consent to the transaction contemplated hereby;(which consent will not be unreasonably withheld). In the event Coplxx xxxhholds its consent to the proposed transaction, Buyer shall be prohibited from entering into a definitive agreement with TargetCo until after the Effective Time. In the event Coplxx xxxsents to the price and terms of the proposed transaction, Buyer shall be permitted to enter into a definitive agreement with TargetCo to consummate the proposed transaction but only upon (A) the price which is not less favorable to Buyer and its stockholders than the price set forth in the Notice and (B) terms and conditions which are not less favorable in any material respect to Buyer and its stockholders than those described in the Notice; PROVIDED, HOWEVER, that Buyer may not enter into such definitive agreement during the period between the mailing of the Form S-4 to the Coplxx xxxckholders and the Effective Time. 5.3.17 Shall not adopt a plan (ii) Except for the limitations described in clause (i) of complete Section 7.2(c) above. between the date of this Agreement and the Effective Time, Buyer and the Buyer 33 Subsidiaries may enter into leases with respect to all or partial liquidationany portion of the Buyer Properties, dissolutionacquire, mergerlease, consolidationenter into an option to acquire, restructuringlease or exercise an option or contract to acquire, recapitalization additional real property, incur additional indebtedness, encumber assets or reorganization; or 5.3.18 Shall not takecommence construction of, or agree enter into any agreement or commitment to develop or construct, other real estate projects. (d) Notwithstanding anything to the contrary set forth in writing or otherwise to take, this Agreement and without limiting any of the actions described in Section 5.3.1 through 5.3.17 other rights of Coplxx xxx forth herein, between the date hereof and the Effective Time: (i) Coplxx xxx enter into the Bermant/UBC Agreement or any action other agreement with Bermant to convey the UBC Interest, perform its obligations contemplated thereunder and take such other actions as Coplxx xxxms appropriate to fulfill its obligations under the Joint Venture Agreement; (ii) Coplxx xxx, in the event the Summer Hill Option is exercised on or prior to the Effective Time, convey to Summer Hill Ltd. or its successors, assigns or nominees the real property subject to such option (the "Option Property") in accordance with the terms thereof; (iii) to the extent Coplxx xxxveys the UBC Interest to Bermant or the Option Property to Summer Hill Ltd., Coplxx xxxll distribute the net proceeds therefrom to its stockholders prior to the Effective Time; and (iv) Coplxx xxx declare, set aside and pay dividends of not more than $.27 per Coplxx Xxxre (except as permitted in clause (iii) above or Section 7.16 hereof) for each full calendar quarter prior to the Effective Time, it is currently anticipated that would make any such dividends shall have declaration dates, record dates and payment dates substantially similar to those dates set forth in EXHIBIT C. Notwithstanding the foregoing, in the event the Effective Time shall occur between the record dates set forth in EXHIBIT C, Coplxx xxx declare, establish a record date and set aside a dividend for the period commencing on the most recent record date and ending on the date of the representations Effective Time (the "Partial Period") in an amount which equals the quotient the numerator of which equals $.27 multiplied by the number of days comprising such Partial Period and warranties the denominator of which equals 90. (e) Coplxx xxxll not, without the written consent of Buyer, which consent may not be unreasonably withheld, (i) effect any material change in any lease or occupancy agreement currently in effect which affects the Coplxx Xxxperties (together with such additional leases approved or permitted pursuant to this Agreement, the "Leases"), (ii) renew or extend the term of any Lease, unless the same is an extension or expansion permitted pursuant to the terms of an existing Lease, or (iii) enter into any new Lease or cancel or terminate any Lease. When seeking consent to a party hereto contained new or modified Lease, Coplxx xxxll provide notice of the identity of the tenant, a term sheet, letter of intent or proposed lease containing material business terms (including, without limitation, rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and expansion and extension options) and whatever credit and background information, if any, Coplxx xxxn possesses with respect to such tenant. Buyer shall be deemed to have consented to any proposed Lease or Lease modification if it has not responded to Coplxx xxxhin five (5) business days after receipt of such information. Upon Buyer's approval or deemed approval, Coplxx xxxll be entitled to enter into a Lease on the standard lease form for such Property, without material change other than changes customarily made to leases to other comparable tenants of the Property. Buyer hereby designates Davix X. Xxxxxx XX xxx Marsxxxx X. Xxxx xx individuals who will be available and authorized to grant Lease approvals. Notwithstanding anything in this Agreement untrue to the contrary, Coplxx xxx cancel or incorrect as terminate any Lease or commence collection, unlawful detainer or other remedial action against any tenant without Buyer's consent upon the occurrence of a default by the date when madetenant under said Lease.

Conduct of Businesses. Prior to the Effective Date, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted;; 26 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (a) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (c) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (d) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and shall not permit any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently 27 or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.

Conduct of Businesses. Prior to the Effective DateClosing, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule requested or as contemplated consented to by any other portion of this Agreement, unless both parties have consented Buyer in writing thereto, (which consent will shall not be unreasonably withheld, conditioned or delayed), as specifically contemplated by this Agreement or the Ancillary Agreements, or as set forth on Schedule 5.2, each party: 5.3.1 ShallSeller shall and shall cause the Purchased Entities to conduct the Businesses in the ordinary course in all material respects. Except as specifically contemplated by this Agreement or the Ancillary Agreements, or as set forth on Schedule 5.2, each Seller shall not and shall cause each of its Subsidiaries Purchased Entity not to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives do any of the other party following with respect to report operational matters either Business without the prior written consent of materiality and any proposals to engage in material transactions;Buyer, which consent shall not be unreasonably withheld, conditioned or delayed: 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) mortgage, pledge or subject to any Encumbrance any Purchased Stock or any material emergency Purchased Assets or material assets of the Purchased Entities, taken as a whole, other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, than Permitted Encumbrances; (b) issue, sell or redeem any material litigation shares of capital stock, securities convertible into capital stock or material governmental complaintswarrants, investigations options or hearings (or communications indicating that the same may be contemplated), or other rights to acquire capital stock of any Purchased Entity; (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (a) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any recapitalization, reclassification, stock dividend, stock split or otherwise like change in its capitalization as it exists on the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (c) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (d) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stockPurchased Entity; 5.3.9 Shall not, and shall not permit (d) amend or modify the Organizational Documents of the Purchased Entities; (e) become legally committed to any new capital expenditures requiring expenditures following the Closing Date in excess of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or $500,000 in the aggregate, except for any expenditures pursuant to projects for which work has already been commenced or committed or is otherwise contemplated in financial projections provided to Buyer; (f) sell, assign or transfer any tangible assets included in the ordinary course Purchased Assets that in the aggregate are material to the Businesses, taken as a whole, or tangible assets of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital the Purchased Entities that in the aggregate are material to the Businesses, taken as a whole, except, in each case, in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms consistent with past practices; (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing thereforg) sell, provided such indebtedness does not include assign, exclusively license or transfer any material prepayment penalty or equity component)Intellectual Property Assets, (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices practices; (h) except (i) in an amount the ordinary course of business, or (ii) as may be required by applicable Law, Order or Contract, amend, modify or terminate any Employee Plan (other than in connection with the modification by any Seller or its Affiliates of any Employee Plan or related trust, in a manner affecting employees generally, including Business Employees, and as would not result in any material to such party, taken as a wholeincrease in the aggregate in the Liability of Buyer and its Affiliates); (i) except (i) in the ordinary course of business, (cii) as may be required pursuant to any of the plans, policies, agreements or arrangements of the Sellers or the Purchased Entities, or (iii) as may be required by applicable Law, Order or this Agreement, enter into or amend any employment, consulting, severance, change of control or separation agreement or arrangement with, or materially alter the terms and conditions of employment of, any Business Employee or any other person in a manner that causes such person to become a Business Employee (other than in connection with a Business Employee’s promotion to wholly-owned Subsidiariesa vacant position in either of the Businesses at the same rate of compensation applicable to the employee formerly holding such position and as would not result in any material increase in the aggregate in the Liability of Buyer and its Affiliates); (j) change any accounting policies, make practices or procedures of either of the Businesses, except as required by GAAP or applicable Law; (k) make, revoke or amend any loansmaterial Tax election, advances change any method of Tax accounting or capital contributions settle or compromise any Tax Contest (i) with respect to any Purchased Entity and, (ii) if any such action shall be binding on Buyer or investments inits Affiliates after the Closing Date, create an Encumbrance on, or otherwise impact the Tax position of Buyer or its Affiliates with respect to, the Purchased Assets or the assets of the Purchased Entities; (l) become a guarantor with respect to any obligation of any other person, (d) pledge Person or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge assume any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance obligation of any kind such Person for borrowed money, in respect to such asset; 5.3.11 Shall not acquireeach case, sell, lease or dispose of any assets outside the ordinary course of business business; (m) incur any indebtedness for borrowed money or make any assets which in the aggregate are material to such party taken as a wholeloan, advance or capital contribution to, or enter into investment in, any commitment or transaction other Person, in each case, outside the ordinary course of business consistent with past practice which would be material to such party taken as a wholebusiness; 5.3.12 Except as may be required as a result (n) except in the ordinary course of a change business, (i) amend or terminate in law any material respect any Material Contract or in GAAP(ii) waive, shall not change release or assign any of the accounting principles material right or practices used by such partyclaim under any Material Contract; 5.3.13 Shall not (ao) acquire pay, discharge, settle, compromise or otherwise waive, release, grant, assign, or license any pending or threatened Legal Proceeding or claim in an amount greater than $1,000,000; and (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (bp) enter into any contract or other agreement other than to do any of the foregoing. Notwithstanding the foregoing and anything else in this Agreement to the ordinary course of business consistent with past practice which would be material to such party taken as a wholecontrary, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing Sellers or the Purchased Entities shall limit be prohibited from (i) transferring any capital expenditure within the aggregate amount previously authorized Cash held by such party's Board entities, whether or not used in the Businesses and whether by distribution, dividend, repayment of Directors for capital expenditures and written evidence thereof has been previously provided Indebtedness or otherwise, to Parent or any of its Subsidiaries prior to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole Closing or (bii) file settling any intercompany accounts payable, accounts receivable or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating Indebtedness prior to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madeClosing.

Conduct of Businesses. Prior to (a) During the period from the date of this Agreement until the Effective DateTime, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated specifically permitted by any other portion of this Agreement, unless both parties have the other Party has consented in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shall, (i) BPOMS and NGRU shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its their reasonable best efforts, and shall cause each of its their respective Subsidiaries to use its their reasonable best efforts, to preserve intact its their business organization organizations and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (ii) BPOMS and NGRU shall confer on a regular basis with one or more representatives of the other party to report on material operational matters relating to the business of materiality BPOMS and any proposals to engage in material transactionsthe BPOMS Subsidiaries; 5.3.4 Shall not amend its articles (iii) NGRU will cooperate with and, at the request of BPOMS, provide reasonable assistance to BPOMS to seek to reduce or certificate avoid disruptions to BPOMS's business that may result from or arise out of incorporation the announcement or by-laws (except to pendency of the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)transactions contemplated hereby; 5.3.5 Shall (iv) BPOMS and NGRU shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects liabilities or the normal course of its businesses or in the operation of its their properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (v) NGRU shall promptly deliver to the other party BPOMS true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this AgreementAgreement other than those reports, statements or schedules that are available through the SEC's website; and (vi) In the event either Party becomes aware that any of its respective representations or warranties set forth in Sections 4 and 5 hereof will not be true and correct in all material respects on the Closing Date as if made at and as of the Closing Date, such Party shall give prompt written notice thereof to the other Party, and shall give access to all appropriate information related thereto that is in its possession or control. (b) Prior to the Closing Date, except as expressly provided in this Agreement or unless BPOMS has first obtained written consent of NGRU, BPOMS: (i) Shall, and shall cause each BPOMS Subsidiary to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, preserve and protect the BPOMS Intellectual Property and keep available the services of its officers and employees; 5.3.7 (ii) Shall not amend BPOMS's Certificate of Incorporation or By-laws, and shall cause each BPOMS Subsidiary not to amend its certificates of incorporation, bylaws or equivalent organizational documents; (aiii) Shall not, and shall cause each BPOMS Subsidiary not to, (A) issue or authorize for issue any BPOMS Common Stock or any other capital stock or security convertible into or exercisable for any of the foregoing (except pursuant to for (I) shares of BPOMS Common Stock issued upon the exercise of options, warrants, conversion rights and other contractual rights existing on options or warrants outstanding as of the date hereof and disclosed pursuant to of this Agreement, issue any (II) options issued as permitted under the following clause (B), (III) up to 200,000 shares of its capital stockBPOMS Common Stock that may be issued if BPOMS enters into a definitive agreement for or closes the proposed acquisition as permitted by Section 6.9(a)(C), (IV) warrants to purchase up to a maximum of 1,000,000 shares of BPOMS common stock as permitted under the terms of the Bridge Loan Agreement as entered into on August 18, 2006 among BPOMS, Xxxxxxx Xxxxx and Xxxxx Xxxxxxx ("BRIDGE LOAN AGREEMENT"), (V) the entry into an agreement to authorize the issuance of securities in a financing transaction permitted by Section 6.9(a)(B), (VI) such number of shares, if any, of BPOMS Series C Preferred Stock that may be issued in accordance with Section 6.11 and the Bridge Loan Agreement), effect any share split, reverse share split, share dividend, recapitalization or other similar transaction or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for BPOMS capital stock split or otherwise change its capitalization as it exists on the date hereofcapital stock of any BPOMS Subsidiary, (bB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire acquire, redeem or repurchase any BPOMS capital stock except for the grant to BPOMS employees who are not currently officers, directors or stockholders of BPOMS of stock options to purchase up to an aggregate of 400,000 shares of its capital stockBPOMS Common Stock under BPOMS' existing 2005 stock option plan on terms consistent with past practice (including initial vesting no earlier than six months after the date of grant), and the grant of options to Xxxxx Xxxxxx or Xxxxxxx Xxxxx in connection with employment agreements contemplated to be entered into prior to the Closing Date, (cC) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers officers, directors or directorsemployees, except for normal increases in compensation to employees not earning more other than $50,000 in annual base compensationXxxxx Xxxxxx and Xxxxxxx Xxxxx, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (dD) adopt any new employee benefit plan Employee Plan or (including any stock option, stock benefit or stock purchase planexcept as contemplated in this Agreement) or amend any existing employee benefit plan BPOMS Employee Plan or severance or termination pay policies in any material respect, except for changes which are less favorable to participants in such plans plans; or as may be required by applicable law; 5.3.8 Shall not (aE) authorize, declare, set aside or pay any dividend dividends or make any other distribution or payment payments with respect to any shares of its BPOMS capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its BPOMS capital stock or capital stock of any of its the BPOMS Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 (iv) Shall not, and shall not permit any of its the BPOMS Subsidiaries to sellto, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the financial statements BPOMS Financials (or the notes thereto) of such party or incurred after the date thereof in the ordinary course of business consistent with past practice, and other than the settlement of the two litigation matters named in Section 4.9 of the BPOMS Disclosure Letter if such litigation settlement would not have a material effect on BPOMS' financial condition or results of operations or BPOMS' ability to fulfill its obligations under this Agreement; (v) Shall not, and shall not permit any of the BPOMS Subsidiaries to, enter into or amend, modify or terminate any contract which may result in total fixed or guaranteed payments or liability by or to it in excess of $100,000 other than contracts for expenses of attorneys and accountants incurred in connection with the Merger and office space leases on commercially reasonable terms; (vi) Shall not, and shall not permit any of the BPOMS Subsidiaries to, enter into or amend any contract with any officer, trustee, director, consultant or affiliate of BPOMS or any of the BPOMS Subsidiaries; (vii) Shall, and shall cause each BPOMS Subsidiary to, timely prepare, in a manner consistent with past practice, and file all Tax Returns required to be filed the due date of which (including reasonable extensions) occurs on or before the Effective Time and pay all Taxes due with respect to any such Tax Returns; (viii) Shall not make or rescind any express or deemed election relating to Taxes, settle or compromise any claim, suit, litigation, proceeding, investigation, audit or controversy relating to Taxes (unless required by law); (ix) Shall not enter into, terminate or materially amend or renew any contract other than with third parties in the ordinary course of operating its business consistent with past practice, except that BPOMS may enter into or terminate office space leases on commercially reasonable terms; and (x) Shall not incur any indebtedness or other obligation for borrowed money other than trade payables and other accruals made in the ordinary course of business consistent with past practice. (c) Prior to the Closing Date, except as expressly provided in this Agreement or the NGRU Divestiture Agreement unless NGRU has first obtained written consent of BPOMS, NGRU: (i) Shall, and shall cause each NGRU Subsidiary to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, preserve and protect the NGRU Intellectual Property, except as such operations relate to the NGRU Divestiture; (ii) Except as otherwise expressly provided in this Agreement or the NGRU Divestiture Agreement, shall not amend NGRU's Certificate of Incorporation or By-laws, and shall cause each NGRU Subsidiary not to amend its certificates of incorporation, bylaws or equivalent organizational documents; (iii) Shall not, and shall cause each NGRU Subsidiary not to, (A) issue or authorize for issue any NGRU Common Stock (except for shares issued upon the exercise of currently outstanding share options or warrants therefor) or any other capital stock or security convertible into or exercisable for any of the foregoing, effect any share split, reverse share split, share dividend, recapitalization or other similar transaction or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for NGRU capital stock or capital stock of any NGRU Subsidiary, (B) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire, redeem or repurchase any NGRU Common Stock, (C) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees, other than Xxxxx Xxxxxx and Xxxxxxx Xxxxx, (D) adopt any new employee benefit plan or amend any existing NGRU Employee Plan or severance or termination pay policies in any material respect, except for changes which are less favorable to participants in such plans; or (E) authorize, declare, set aside or pay any dividends (except as expressly provided in this Agreement) or make any other distribution or payments with respect to any NGRU Common Stock, directly or indirectly redeem, purchase or otherwise acquire any NGRU capital stock or capital stock of any of the NGRU Subsidiaries, or make any commitment for any such action; (iv) Shall not, and shall not permit any of the NGRU Subsidiaries to, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the NGRU SEC Documents (or the notes thereto) or incurred after the date thereof in the ordinary course of business consistent with past practice; 5.3.16 (v) Shall not, and shall not permit any of the NGRU Subsidiaries (other than the Divested Subsidiary) to, enter into or amend, modify or terminate any contract which may result in total fixed or guaranteed payments or liability by or to it in excess of $100,000 other than contracts for expenses of attorneys and accountants incurred in connection with the Merger and the NGRU Divestiture; (vi) Except as expressly contemplated by this Agreement or the NGRU Divestiture Agreement, shall not, and shall not permit any of the NGRU Subsidiaries to, enter into any contract with any officer, trustee, director, consultant or affiliate of NGRU or any of the NGRU Subsidiaries; (vii) Shall, and shall cause each NGRU Subsidiary to, timely prepare, in a manner consistent with past practice, and file all Tax Returns required to be filed the due date of which (including reasonable extensions) occurs on or before the Effective Time and pay all Taxes due with respect to any such Tax Returns; (viii) Shall not make or rescind any express or deemed election relating to Taxes, settle or compromise any pending or threatened claim, suit, action litigation, proceeding, investigation, audit or claim controversy relating to the transaction contemplated herebyTaxes (unless required by law); 5.3.17 (ix) Shall not adopt a plan enter into, terminate or materially amend or renew any contract other than with third parties in the ordinary course of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganizationoperating its business consistent with past practice; orand 5.3.18 (x) Shall not take, incur any indebtedness or agree other obligation for borrowed money other than trade payables and other accruals made in writing or otherwise to take, any the ordinary course of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madebusiness consistent with past practice.

Conduct of Businesses. Prior to the Effective DateTime, except as set forth in the CSI Company Disclosure Schedule, the RP Disclosure Schedule Letter or as contemplated by any other portion provision of this Agreement, unless both parties have Parent has consented in writing thereto, which consent will not be unreasonably withheld, each partythe Company: 5.3.1 Shall(a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (b) shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization organizations and goodwill, keep available the services of its respective officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (c) shall confer on a regular basis with one or more representatives of the other party Parent to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall (d) shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles Certificate of Incorporation of CSI are amended to authorize the CSI Preferred Stock)or Bylaws; 5.3.5 Shall (e) shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver make available to the other party Parent true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (f) shall not and shall not permit any of its Subsidiaries to (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists existed on the date hereof, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, other than employee stock options, stock benefits and stock purchases under any stock option, stock benefit or stock purchase plan existing on the date hereof, provided that the aggregate amount of employee stock options granted pursuant to such employee stock option plans shall not exceed the number granted during such period in the prior year, (ciii) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future employees, officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, practice and the payment of cash bonuses to employees officers pursuant to and consistent with existing plans or programs, nor or (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall (g) shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, stock or (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall (h) shall not, and shall not permit any of its Subsidiaries to to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall (i) shall not, and shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge permit any of its material assetsSubsidiaries to, tangible acquire or intangibleagree to acquire by merging or consolidating with, or create by purchasing a substantial equity interest in or suffer to create a substantial portion of the assets of, or by any material mortgageother manner, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any corporation, partnership, association or other business organization division thereof or otherwise acquire or agree to acquire any assets or securities in each case which are material, individually or in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a wholeaggregate; 5.3.12 Except (j) shall not, and shall not permit any of its Subsidiaries to, incur or become contingently liable with respect to any material indebtedness for borrowed money or guarantee any such indebtedness; and (k) except as may be required as a result of a change in law or in GAAPgenerally accepted accounting principals, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madeit.

Conduct of Businesses. Prior From the date hereof to the Effective DateTime, --------------------- except as set forth in the CSI Pac Rim Disclosure Schedule, the RP Disclosure Schedule Letter or as contemplated by any other portion provision of this Agreement, unless both parties have Parent has consented in writing thereto, which consent will not be unreasonably withheld, each partyPac Rim and its Subsidiaries: 5.3.1 Shall, and (a) shall cause each of its Subsidiaries to, conduct its their operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (b) shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, their best commercial efforts to preserve intact its their business organization and goodwill, keep available the services of its their officers and employees and maintain satisfactory relationships with those persons having business relationships with itthem; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (c) shall confer on a regular basis with one or more representatives of the other party Parent to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall (d) shall not amend its articles their Certificates of Incorporation or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize Incorporation, as the CSI Preferred Stock)case may be, or Bylaws; 5.3.5 Shall (e) shall promptly notify the other party Parent of (ai) any material emergency or other material change in the condition (financial or otherwise), of such partyPac Rim's or any Subsidiary's of its Subsidiaries' business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (bii) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated)hearings, or (ciii) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (f) shall timely file all reports required by applicable securities laws, rules or regulations to be filed with the SEC and promptly deliver to the other party Parent true and correct copies of any report, statement or schedule filed by such party Pac Rim with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (g) shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockstock from Pac Rim, (ciii) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 85,000 in annual base compensation, compensation consistent with past practice, practice and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs; provided, nor however, any such increases in annual base compensation shall not exceed five percent (d5%) of such employees' current annual base compensation without the prior consent of Parent, which consent shall not be unreasonably withheld, or (iv) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall (h) shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stockstock for purposes other than satisfying its obligation to pay interest when due under the Debenture/Warrant Agreement; provided, however, on the Closing Date, Pac Rim shall pay all interest accrued but unpaid as of such date under the Debenture/Warrant Agreement; (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Pac Rim Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith)Plans, directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor action or (ciii) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and (i) shall not permit any of its Subsidiaries to acquire, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business, consistent with past practice; 5.3.10 Shall (j) shall not (ai) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms business; (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (bii) except for obligations of wholly-owned SubsidiariesSubsidiaries of Pac Rim; assume, guaranteeguaranty, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such partyPac Rim and its Subsidiaries, taken as a whole, ; (ciii) other than to wholly-owned SubsidiariesSubsidiaries of Pac Rim, make any loans, advances or capital contributions to or investments in, any other person, ; (div) pledge or otherwise encumber shares of capital stock of such party Pac Rim or its Subsidiaries; (v) except for purchase money liens, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in of respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.

Conduct of Businesses. Pending the Merger. 5.1 CONDUCT OF BUSINESS BY THE COMPANY PENDING THE MERGER. Prior to the Effective DateTime, except as set forth unless Parent or Acquisition Corp. shall otherwise agree in the CSI Disclosure Schedule, the RP Disclosure Schedule writing or as contemplated by any other portion of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (a) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (c) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (d) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement Agreement: (including any refinancing i) the business of the Company shall be conducted only in connection therewith), the ordinary course; (ii) the Company shall not (A) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any shares of its capital stock stock; (B) amend its Certificate of Incorporation or capital stock of any of its Subsidiaries, By-laws except to effectuate the transactions contemplated in the Disclosures or make any commitment for any such action, nor (cC) split, combine or reclassify the outstanding Company Stock or declare, set aside or pay any of its capital dividend payable in cash, stock or property or make any distribution with respect to any such stock; 5.3.9 Shall not, and (iii) the Company shall not permit any of its Subsidiaries (A) issue or agree to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber additional shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangibleof, or create options, warrants or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance rights of any kind to acquire any shares of, Company Stock, except to issue shares of Company Common Stock in respect connection with any matter relating to such asset; 5.3.11 Shall not acquire, sell, lease the Disclosures (B) acquire or dispose of any fixed assets outside the ordinary course or acquire or dispose of business or any other substantial assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, business; (cC) authorize incur additional Indebtedness or any new capital expenditure other liabilities or expenditures which, individually, is in excess of $25,000 or, enter into any other transaction other than in the aggregate, is in excess ordinary course of $150,000business; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (dD) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole of the foregoing; or (bE) file except as contemplated by this Agreement, enter into any contract, agreement, commitment or arrangement to dissolve, merge, consolidate or enter into any other material business combination; (iv) the Company shall use its best efforts to preserve intact the business organization of the Company, to keep available the service of its present officers and key employees, and to preserve the good will of those having business relationships with it; (v) the Company will not, nor will it authorize any director or authorize or permit any officer or employee or any attorney, accountant or other representative retained by it to, make, solicit, encourage any inquiries with respect to, or engage in any negotiations concerning, any Acquisition Proposal (as defined below). The Company will promptly advise Parent orally and in writing of any such inquiries or proposals (or requests for information) and the substance thereof. As used in this paragraph, "Acquisition Proposal" shall mean any proposal for a merger or other business combination involving the Company or for the acquisition of a substantial equity interest in it or any material assets of it other than as contemplated by this Agreement. The Company will immediately cease and cause to be filed terminated any amended Return existing activities, discussions or claims for refund negotiations with any person conducted heretofore with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.foregoing; and

Conduct of Businesses. (a) Prior to the Effective DateTime, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated specifically permitted by any other portion of this Agreement, unless both parties have the other party has consented in writing thereto, which consent will not be unreasonably withheld, each partyBradxxx xxx MDI: 5.3.1 Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 (i) Shall use its their reasonable best efforts, and shall cause each of its their respective Subsidiaries to use its their reasonable best efforts, to preserve intact its their business organization organizations and goodwill, goodwill and keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itemployees; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall (ii) Shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and and, subject to Section 7.1, any proposals to engage in material transactions, whether or not in the ordinary course of business; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 iii) Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its their businesses or in the operation of its their properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein;; and 5.3.6 (iv) Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement. (b) At all times from the execution of this Agreement until the Effective Time, MDI: (i) Shall, and shall cause each MDI Subsidiary to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to clauses (ii)-(xv) below; 5.3.7 (ii) Shall not, and shall cause each MDI Subsidiary not to, acquire, enter into an option to acquire or exercise an option or contract to acquire, additional real property, incur additional indebtedness (including, without limitation, refinancing any existing indebtedness), encumber assets or commence construction of, or enter into any agreement or commitment to develop or construct, shopping centers or any other type of real estate projects (including, but not limited, to options to purchase real property listed in Section 5.26 of the MDI Disclosure Letter); PROVIDED, HOWEVER, that MDI shall be able (A) to engage in the construction of Imperial Mall in accordance with the budget set forth in Section 7.2(b) of the MDI Disclosure Letter; and (B) to borrow money under its existing lines of credit in the ordinary course of business in accordance with the budget set forth in Section 7.2(b) of the MDI Disclosure Letter; PROVIDED FURTHER that in no event shall MDI or any MDI Subsidiary enter into any form of third party financing or refinancing of existing indebtedness relating to Imperial Mall without the prior written consent of Bradxxx. (iii) Shall not amend its Charter or Bylaws, and shall cause each MDI Subsidiary not to amend its Charter, Bylaws, joint venture documents, partnership agreements or equivalent documents except as contemplated by Section 1.4 of this Agreement; (iv) Shall not (aA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (bB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (cC) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (dD) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 (v) Shall not (aA) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection compliance with the use Section 7.14 of shares of capital stock to pay the exercise price this Agreement, or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), B) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its the MDI Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 (vi) Shall not, and shall not permit any of its the MDI Subsidiaries to to, sell, lease or otherwise dispose of (A) any MDI Properties or any portion thereof or any of its assets (including the capital stock of Subsidiariesor partnership or other interests in any of the MDI Subsidiaries or (B) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not , any of its other assets; PROVIDED, HOWEVER, that, subject to the approval of a committee composed of two individuals selected by Bradxxx xxx two individuals selected by MDI, MDI may (aA) incur lease any MDI Properties or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital portion thereof in the ordinary course of business (PROVIDED, HOWEVER, that approval of such committee shall not be required for leases of less than 5,000 square feet, which are on market rates, terms and refinancing of existing indebtedness in the same amount conditions and on substantially the same terms do not violate any exclusives or restrictions) and (and except that either party may incur indebtedness B) solicit purchase bids for the payment properties located at Town West, Macon County and Imperial Mall; (vii) Shall not, and shall not permit any of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned SubsidiariesMDI Subsidiaries to, make any loans, advances or capital contributions to to, or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such assetPerson; 5.3.11 (viii) Shall not acquirenot, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, and shall not change permit any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by mergerMDI Subsidiaries to, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party MDI included in the MDI Reports or incurred in the ordinary course of business consistent with past practice; 5.3.16 (ix) Shall not, and shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, permit any of the actions described MDI Subsidiaries to, enter into any Commitment which may result in Section 5.3.1 through 5.3.17 total payments or liability by or to it in excess of $25,000, except for the renewal of casualty and property insurance held by MDI in the ordinary course of business (provided, however, that nothing contained in this clause (ix) shall permit MDI or any MDI Subsidiary to take any action that would make prohibited by the other provisions of this Section 7.2); (x) Shall not, and shall not permit any of the representations MDI Subsidiaries to, enter into any Commitment with any officer, director, consultant or affiliate of MDI or any of the MDI Subsidiaries; (xi) Shall provide Bradxxx xxxh a reasonable opportunity to review and warranties comment on any federal income tax returns filed by MDI or any MDI Subsidiary prior to the Effective Time; (xii) Shall not, without prior notification and consultation with Bradxxx, xxrminate any employee under circumstances which would result in severance payments to such employee or pay any severance benefits to any employee on account of a party hereto contained such employee's termination; (xiii) Shall maintain the MDI Properties in this Agreement untrue or incorrect substantially the same condition as the same are in as of the date when madeof this Agreement, subject only to reasonable use and wear and casualty; (xiv) Shall maintain in full force and effect fire and extended coverage casualty insurance on the MDI Properties as shown in Section 5.12 of the MDI Disclosure Letter; and (xv) Shall take all such actions necessary in order to terminate the MDI's dividend reinvestment plan as soon as possible following the execution of this Agreement but in any event prior to the distribution of the Merger Dividend (as defined in Section 7.14 hereof). (c) Notwithstanding anything to the contrary set forth in this Agreement and without limiting any of the other rights of Bradxxx xxx forth herein, between the date of this Agreement and the Effective Time, (i) Bradxxx xxx the Bradxxx Xxxsidiaries may enter into leases with respect to all or any portion of the Bradxxx Xxxperties, acquire, lease, enter into an option to acquire or lease, or exercise an option or contract to acquire or lease, additional real property, incur additional indebtedness, encumber assets or commence construction of, or enter into any agreement or commitment to develop, construct or renovate, shopping centers or other real estate projects, (ii) Bradxxx xxx issue directly or indirectly in a public or private transaction any kind of securities, including without limitation shares of any class or series of common, preferred or other type of capital stock, and may cause Bradxxx XX to issue in a public or private transaction any kind of securities, including, without limitation, partnership units or debt securities, (iii) Bradxxx xxx acquire, or agree to acquire any business or any corporation, partnership, limited liability company or other business organization by merger, consolidation or by purchasing substantially all of the assets, capital stock or partnership or membership interests of such entity, or by any other manner, (iv) Bradxxx xxx sell or agree to sell all or substantially all of its assets or to issue or sell any amount of its outstanding capital stock or Bradxxx XX Units to a Person or group of Persons or an entity, and may merge or consolidate with another entity regardless of whether Bradxxx xx the surviving entity in such transaction, (v) Bradxxx xxx amend and/or restate its Charter and Bylaws and Bradxxx xxx the other partners of Bradxxx XX may amend and/or restate the Bradxxx XX Partnership Agreement, and (vi) Bradxxx xxx the Bradxxx Xxxsidiaries may take any action necessary or advisable to effectuate any of the foregoing clauses.

Conduct of Businesses. (i) Prior to the Effective DateTime, except as set forth in the CSI Price REIT Disclosure Schedule, Letter or the RP Kimco Disclosure Schedule Letter or as contemplated by any other portion of this Agreement, unless both parties have the other party has consented in writing thereto, which consent will not be unreasonably withheld, each partyKimco and Price REIT: 5.3.1 Shall, and (a) shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its their reasonable efforts, and shall cause each of its their respective Subsidiaries to use its their reasonable efforts, to preserve intact its their business organization organizations and goodwill, goodwill and keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itemployees; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (b) shall confer on a regular basis with one or more representatives of the other party to report material operational matters of materiality and, subject to Sections 7.1 and 7.2, respectively, any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall c) shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its their businesses or in the operation of its their properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (d) shall set the record date for the quarterly dividend payable with respect to the Kimco Common Stock and Kimco Preferred Stock and Price REIT Common Stock, respectively, for the first calendar quarter of 1998 to a date no later than April 1; and (e) shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement. (ii) Prior to the Effective Time, except (1) as disclosed in the Price REIT Two-Year Projection and the Price REIT Development Pipeline, copies of which have been previously provided to Kimco, (2) as set forth in the Price REIT Disclosure Letter, unless Kimco has consented in writing thereto, Price REIT: (a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to clause (b) below; 5.3.7 Shall (b) shall not, and shall cause its Subsidiaries not to, acquire, enter into an option to acquire or exercise an option or contract to acquire additional real property, encumber assets or commence construction of, or enter into any agreement or commitment to develop or construct, retail shopping center properties or other real estate projects, except in the case of any of the foregoing in an amount not to exceed $150,000,000 in the aggregate; (c) shall not amend its charter or bylaws; (d) shall not (a1) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on other similar transaction other than a private placement or a sale pursuant to Rule 415 of the date hereofSecurities Act under an effective Price REIT registration statement of capital stock of Price REIT for an amount not to exceed $75,000,000, the proceeds of which shall be applied to pay down outstanding borrowings under Price REIT's existing credit facilities or to the matters specified in Section 7.3(ii)(b), in each case in a manner consistent with Price REIT's past practice, (b2) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (c3) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans directors or programs, nor (d4) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are required by applicable law or are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall (e) shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, except (b1)(x) a dividend in an amount not to exceed $0.75 per share of Price REIT Common Stock for the last quarter of the year ending December 31, 1997 and (y) a dividend in an amount equal to the greater of (I) $0.75 per quarter pro-rated for the period from January 1, 1998 up to and including the Closing Date and (II) the sum of (A) Price REIT's estimated undistributed real estate investment trust taxable income (calculated without regard to the dividends paid deductions as defined in Section 561 of the 36 Code and by excluding net capital gain) within the meaning of Section 857(b)(2) of the Code for Price REIT's 1998 taxable year ending on the Closing Date and (B) Price REIT's estimated undistributed net capital gain within the meaning of Section 857(b)(3) of the Code for Price REIT's 1998 taxable year ending on the Closing Date, and except (2) in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith)employee benefit plans of Price REIT, directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall (f) except in the ordinary course of business consistent with past practice, shall not, and shall not permit any of its Subsidiaries to to, sell, lease lease, mortgage or otherwise encumber or subject to any Encumbrances or otherwise dispose of (i) any Price REIT Properties or any of its assets (including capital stock of Subsidiariesor other interests in its Subsidiaries or (ii) any of its other assets which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall (g) shall not, and shall not permit any of its Subsidiaries to, (ai) incur incur, assume or assume prepay any long-term or short-term debt or issue any debt securities except indebtedness for borrowed money in an amount in excess of $100,000,000, which amounts shall be applied to pay down outstanding borrowings under Price REIT's existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related facilities or to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity componentmatters specified in Section 7.3(ii)(b), in each case in a manner consistent with Price REIT's past practice, (bii) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, third party or (ciii) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to to, or (except as permitted by Section 7.3(ii)(l)) investments in, any other person, other than loans, advances and capital contributions to Subsidiaries; (dh) pledge or otherwise encumber shares of capital stock of such party or its Subsidiariesshall not, nor (e) mortgage or pledge and shall not permit any of its material assetsSubsidiaries to, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party Price REIT included in the Price REIT Reports or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall (i) shall not, and shall not settle permit any of its Subsidiaries to, enter into any Commitment which may result in total payments or compromise liability by or to it in excess of $200,000, except (1) tenant reimbursements and leases entered into in the ordinary course consistent with past practice and (2) capital expenditures disclosed in the Price REIT Project Pipeline for 1998 and 1999, a copy of which has been previously provided to Kimco; (j) shall not, and shall not permit any pending of its Subsidiaries to, enter into any Commitment with any officer, director, consultant or threatened suitaffiliate of Price REIT or any of its Subsidiaries, action or claim relating other than a payment to each of the three individuals entering into the Ancillary Agreements, of an amount equal to the transaction contemplated herebyrespective 1997 bonus awards paid to such individuals by Price REIT pro-rated for the period from January 1, 1998 up to and including the Effective Time; 5.3.17 Shall (k) shall not, and shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, permit any of the actions described in Section 5.3.1 through 5.3.17 or its Subsidiaries to, take any other action that would make any of cause the representations and warranties set forth in Section 5.9 (with each reference therein to "ordinary course of business" being deemed for purposes of this Section 7.3(ii)(k) to be immediately followed by "consistent with past practice") to no longer be true and correct; (l) shall not acquire, or announce any proposed acquisition of, 50% or more of the Voting Securities, or all or substantially all of the assets, of another entity which has net assets in excess of $25,000,000. As used in this Section 7.3(ii)(l), "Voting Securities" shall mean any capital stock or partnership or membership interests having the right generally to vote in the election of directors, in the case of a party hereto contained corporation, or to otherwise generally select the governing body, in this Agreement untrue or incorrect as the case of the date when made.any other entity; and

Conduct of Businesses. Prior (a) During the period from the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, except as set forth in Schedule 7.3 of the New Plan Disclosure Letter or Schedule 7.3 of the Excel Disclosure Letter or as expressly contemplated by this Agreement, unless the other party has consented in writing thereto (which consent shall not be unreasonably withheld or delayed), Excel and New Plan: (i) shall use their reasonable best efforts, and shall cause each of their respective Subsidiaries to use their reasonable best efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees subject to the restrictions set forth in this Agreement; (ii) subject to the other provisions of this Section 7.3, shall confer on a regular basis with one or more representatives of the other to report material operational matters and, subject to Sections 7.1 and 7.2, respectively, any proposals to engage in material transactions; (iii) shall coordinate the record date for the quarterly dividends payable with respect to the Excel Common Stock, Excel Series A Preferred 47 Stock, Excel Series B Preferred Stock and New Plan Common Shares and New Plan Preferred Shares, and (iv) shall promptly deliver to the other true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement. (b) During the period from the date of this Agreement until the earlier of the Effective DateTime and the termination of this Agreement, except as set forth in the CSI New Plan Disclosure ScheduleLetter, the RP Disclosure Schedule or as expressly contemplated by any other portion of this Agreement, unless both parties have Excel has consented in writing thereto, thereto which consent will shall not be unreasonably withheldwithheld or delayed, each partyNew Plan: 5.3.1 Shall(i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to the restrictions of this Agreement below; 5.3.2 Shall use its reasonable efforts(ii) shall not, and shall cause each of its Subsidiaries not to, acquire, enter into an option to use its reasonable effortsacquire or exercise an option or contract to acquire additional real property, encumber assets or commence construction of, or enter into any agreement or commitment to preserve intact its develop or construct (other than (A) tenant improvements, reimbursements and allowances in the ordinary course of business organization in accordance with past practice and goodwill(B) the Pending New Plan Transactions), keep available retail shopping center properties or other real estate projects, in an amount (together with acquisitions permitted under clause (xi) of this Section 7.3(b)) which exceeds $150,000,000 in the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with itaggregate; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (iii) shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate Declaration of incorporation or by-laws Trust (except for the Trust Amendments) and shall cause each of its Subsidiaries not to amend its articles of incorporation, by laws, partnership agreement, articles of organization or other governing documents, as the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)case may be; 5.3.5 Shall promptly notify the other party of (aiv) any material emergency or other material change in the condition shall not, and shall cause its Subsidiaries to not (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (a1) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof or pursuant to New Plan's dividend reinvestment plan and disclosed pursuant to this Agreement, issue any shares of its capital stockstock (except to New Plan), effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (b2) grant, confer or award any option, warrant, 48 conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or amend or permit the acceleration of vesting of any New Plan Options, (c3) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, directors except as expressly contemplated by this Agreement (and except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practicethe Employment Agreements contemplated by Schedule 7.3(b)(iv) of the New Plan Disclosure Letter providing for certain terms of employment for, and the payment waiver of cash bonuses to employees pursuant to and consistent with existing plans loan acceleration for, certain officers of New Plan) or programs, nor (d4) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are required by applicable law or are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall (v) shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, except (b1) except (x) regular quarterly dividends on the New Plan Common Shares and regular quarterly dividends on the Depositary Shares representing one-tenth of a share of New Plan Preferred Shares, as well as any other required dividends, distributions or payments with respect to such New Plan Preferred Shares, (which, with respect to the New Plan Common Shares, shall have record dates to the extent occurring prior to the Effective Time of June 30, 1998 and September 30, 1998 and corresponding payment dates of July 10, 1998 and October 10, 1998), and (y) a dividend in an amount equal to the greater of (I) the regular quarterly dividend per share of the New Plan Common Shares pro-rated for the period from July 1, 1998 (or October 1, 1998 if the Effective Time has not yet then occurred) up to and including the Closing Date and (II) the sum of (A) New Plan's estimated undistributed real estate investment trust taxable income (calculated without regard to the dividends paid deductions as defined in Section 561 of the Code and by excluding net capital gain) within the meaning of Section 857(b)(2) of the Code for New Plan's 1999 taxable year ending on the Closing Date and (B) New Plan's estimated undistributed net capital gain within the meaning of Section 857(b)(3) of the Code for New Plan's 1999 taxable year ending on the Closing Date, and (2) in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith)employee benefit plans of New Plan, directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its 49 Subsidiaries, or make any commitment for any such action; (it being understood and agreed that for purposes of the foregoing, nor (c) split, combine or reclassify any of its capital stockNew Plan's regular quarterly dividend shall include increases to prior quarterly dividend amounts consistent with New Plan's past practice); 5.3.9 Shall (vi) except in the ordinary course of business consistent with past practice, shall not, and shall not permit any of its Subsidiaries to to, sell, lease mortgage or otherwise encumber or subject to any Encumbrances or otherwise dispose of, except by leasing in the ordinary course of business, (i) any material New Plan Properties or any of its assets (including capital stock of Subsidiariesor other interests in its Subsidiaries or (ii) any of its other assets which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall (vii) shall not, and shall not permit any of its Subsidiaries to, (ai) incur incur, assume or assume prepay any long-term or short-term debt or issue any debt securities except indebtedness for borrowed money in an amount in excess of (A) $150,000,000, which amounts will be applied to pay down outstanding borrowings under New Plan's existing lines of credit facilities or to matters specified in Section 7.3(b)(ii) and indebtedness for working capital (B) the amount necessary to consummate the Pending New Plan Transactions, in the ordinary course of business and refinancing of existing indebtedness each case in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component)a manner consistent with New Plan's past practice, (bii) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse (other than items for collection) or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, third party or (ciii) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to to, or (except as permitted by Section 7.3(b)(xi)) investments in, any other person, other than loans, advances and capital contributions to Subsidiaries; (dviii) pledge or otherwise encumber shares of capital stock of such party or its Subsidiariesshall not, nor (e) mortgage or pledge and shall not permit any of its material assetsSubsidiaries to, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party New Plan included in the New Plan Reports or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall (ix) shall not, and shall not settle permit any of its Subsidiaries to, enter into any contract, arrangement or compromise understanding which may 50 result in total payments or liability by or to it in excess of $200,000, except (1) tenant reimbursements and allowances and leases entered into in the ordinary course consistent with past practice and (2) capital expenditures incurred in the ordinary course consistent with past practice; (x) shall not, and shall not permit any pending of its Subsidiaries to, enter into any contract, arrangement or threatened suitunderstanding with any officer, action director, consultant or claim relating affiliate of New Plan or any of its Subsidiaries (i) which is not in the ordinary course of business and consistent with past practices or (ii) where the amount involved exceeds $50,000. (xi) shall not acquire, enter into any contract, arrangement or understanding (whether or not binding) to acquire or announce any proposed acquisition of, 25% or more of the equity interests or all or substantially all of the assets, of another entity which has net assets in excess of $25,000,000, subject to the transaction contemplated herebylimitation in clause (ii) of this Section 7.3(b); 5.3.17 Shall (xii) shall not adopt a plan make any changes in its accounting methods or policies except as required by law, the SEC or generally accepted accounting principles; (xiii) shall maintain, and cause its Subsidiaries to maintain, insurance in such amounts and against such risks as are customary for companies like New Plan; and (xiv) shall not, and shall not permit any of complete or partial liquidationits Subsidiaries to, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not takeauthorize, or commit or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any foregoing actions. (c) During the period from the date of this Agreement until the earlier of the representations Effective Time and warranties of a party hereto contained in the date on which this Agreement untrue is terminated in accordance with its terms, except as set forth in the Excel Disclosure Letter or incorrect as contemplated by this Agreement, unless New Plan has consented in writing thereto (which consent shall not be unreasonably withheld or delayed), Excel: (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the date when made.same manner as heretofore conducted, subject to the restrictions of this Agreement;

Conduct of Businesses. Prior to (a) Until the earlier of the Effective DateTime or the date on which this Agreement is terminated in accordance with its terms, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated specifically permitted by any other portion of this Agreement, unless both parties have Lexington has consented in writing thereto, which consent will not be unreasonably withheld, each partythe Trust: 5.3.1 Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 (i) Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, best efforts to preserve intact its business organization organizations and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall (ii) Shall confer on a regular basis with one or more representatives of the other party Lexington to report operational matters of materiality and (except for operational matters in the ordinary course of business) and, subject to Section 7.1, any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 iii) Shall promptly notify the other party Lexington of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or representation, warranty or covenant contained on its part herein;; and 5.3.6 (iv) Shall promptly deliver to the other party Lexington true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement. (b) Until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, Lexington: (i) Shall use its reasonable best efforts to preserve intact its business organizations and goodwill; 5.3.7 (ii) Shall promptly notify the Trust in the event (x) any of E. Robert Roskind, Richard R. Rouse, T. Wilson Eglin or Antonia G. Xxxxxxxx (cxxxxxxxxxxx, "Xxnixx Xxxxxxment") detxxxxxxx xx xxxxxx, xx terminated or for any other reason is no longer employed by Lexington, (y) Lexington's ratio of debt to total market capitalization is reasonably likely to exceed 60% and (z) subject to applicable laws, of (1) any material and adverse change in its business, operations or financial condition, or any fundamental change in the nature or operation of its business, (2) the breach, in any material respect, of any representation, warranty or covenant on its part contained herein or (3) any Material Structural Change (as hereinafter defined); and (iii) Shall promptly deliver to the Trust true and correct copies of any report, statement or schedule filed with the SEC, or any press release issued by Lexington, subsequent to the date of this Agreement. (c) Until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, unless Lexington has consented thereto (and Lexington hereby agrees to give good faith consideration to any such request for consent by the Trust and to respond to any such request within five (5) business days and in the event no response is received by the Trust by the expiration of such five business day period, such consent shall be deemed given) the Trust: (i) Shall conduct its operations in the ordinary course in substantially the same manner as heretofore conducted, subject to clauses (ii)-(ix) below; (ii) Shall not acquire, enter into an option to acquire or exercise an option or contract to acquire additional real property, incur additional indebtedness, encumber assets or commence construction of, or enter into any agreement or commitment to develop or construct, any other type of real estate projects; (iii) Shall not amend the Trust's Declaration or its other organizational documents except as contemplated by this Agreement; (iv) Shall not (aA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereof, other similar transaction; (bB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (cC) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directorstrustees or retain any person as an employee, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (dD) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law); 5.3.8 Shall not (av) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, except in accordance with and shall not permit any of its Subsidiaries to as permitted under Section 7.2(d), sell, lease or otherwise dispose of or enter into an option or other commitment to dispose of (A) any of its assets the Trust Properties or (including capital stock of SubsidiariesB) which are material, individually or in the aggregate, except in the ordinary course of business, any of its other assets; 5.3.10 (vi) Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to to, or investments in, any other person, (d) pledge person or otherwise encumber shares of capital stock of such party make or its Subsidiaries, nor (e) mortgage declare any dividend or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such assetdistribution except as permitted by Section 7.2(e); 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (avii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent financial statements (or the notes thereto) of such party the Trust included in the Trust SEC Reports or incurred in the ordinary course of business consistent with past practice; 5.3.16 (viii) Shall not settle enter into any Commitment which may result in total payments or compromise liability by or to it in excess of $25,000 other than Commitments for expenses of attorneys, accountants and investment bankers incurred in connection with the Merger, but subject to Section 7.11; and (ix) Shall not enter into any pending Commitment with any officer, trustee, consultant or threatened suitaffiliate of the Trust. (d) The Trust shall not, action without the written consent of Lexington, which consent may not be unreasonably withheld, (i) effect any material change in any lease or claim relating occupancy agreement currently in effect (together with such additional leases approved or permitted pursuant to this Agreement, the "Leases"), (ii) renew or extend the term of any Lease, unless the same is an extension or expansion permitted pursuant to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan express terms of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not takean existing Lease, or agree in writing (iii) enter into any new Lease or otherwise cancel or terminate any Lease. When seeking consent to takea new or modified Lease, any the Trust shall provide notice of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any identity of the representations Tenant, a term sheet, letter of intent or proposed lease containing material business terms (including, without limitation, rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and warranties expansion and extension options) and whatever credit and background information, if any, the Trust then possesses with respect to such tenant. Lexington shall be deemed to have consented to any proposed Lease or Lease modification if it has not responded to the Trust within five (5) business days after receipt of such information. Upon Lexington's approval or deemed approval, the Trust shall be entitled to enter into a party hereto contained in this Agreement untrue or incorrect as of Lease. (e) The Trust may declare regular quarterly dividends (provided that any such dividends do not exceed, on a per share basis, the per share dividend for the Trust's most recent fiscal quarter ended prior to the date when madeof this Agreement) and any dividends as contemplated under Section 7.15. In addition, the Trust may declare and pay a special dividend within 30 days prior to the Effective Time in an aggregate amount up to the amount of cash on hand at the time of such declaration; provided, however, that the Trust may only make such payment after reserving a sufficient amount of cash necessary to pay those expenses for which it is responsible under this Agreement.

Conduct of Businesses. (a) Prior to the Effective Closing Date, except as set forth unless Shoney's has been notified at least 5 business days in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion of this Agreement, unless both parties have consented advance thereof and has not objected in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shall, Enterprises shall and shall cause each of its Subsidiaries TPIR, TPIE, TPII and each TPIR Subsidiary to: (1) subject to SECTION 9.2.3(c) hereof, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its their reasonable efforts, and shall cause each of its their respective Subsidiaries and Affiliates to use its their reasonable efforts, to preserve intact its their business organization organizations and goodwill, goodwill and keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itemployees; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall (2) confer on a regular basis with one or more representatives of the other party Shoney's to report operational matters of materiality and and, subject to SECTION 7.1, any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall 3) promptly notify the other party Shoney's of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its their businesses or in the operation of its their properties, (b) any material litigation or material governmental complaints, investigations investigations, or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (4) promptly deliver to the other party Shoney's true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (5) conduct operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to clause (6) below; (6) not acquire, enter into an option to acquire or lease or exercise an option or contract to acquire or lease additional real property, incur additional indebtedness for borrowed money (aother than under the TPIR Bank Debt to fund operations in the ordinary course of business consistent with past practice), encumber assets or commence construction of, or enter into any agreement or commitment to develop or construct, restaurant or other real estate projects; (7) maintain in the ordinary course of business, their respective properties in their current condition of repair, ordinary wear and tear excepted, and assure that each of the Company Properties, at the Closing Date, has sufficient FF&E and Inventories to enable it to be operated in the usual and ordinary course of business; (8) maintain their books of account and records relating to their respective operations in the usual, regular and ordinary manner on a basis consistent with past practices and not to make any changes in their accounting methods, principles or practices, except as may be required by generally accepted accounting principles; (9) pay when due and payable all Taxes and assessments relating to the operation of TPIR, TPIE, TPII and each TPIR Subsidiary during taxable periods ending on or before such Closing Date and file all Tax Returns relating to such Taxes and assessments as required by SECTION 8.7; (10) except in the ordinary course of business in accordance with past practice, not withdraw, settle or otherwise compromise any protest or reduction proceeding affecting real estate or personal property Taxes assessed against any assets of TPIR, TPIE, TPII or any TPIR Subsidiary for any fiscal period in which the Closing Date is to occur or any subsequent fiscal period; (11) not amend their respective Articles of Incorporation or Bylaws; (12) not: (i) issue, transfer from treasury or allocate any additional shares of capital stock (except pursuant to the Enterprises Stock Purchase Plan, the Enterprises 401(k) Plan, the exercise of optionsoptions granted under one of the Enterprises Stock Option Plans, warrants, the exercise of the Enterprises Warrants or the conversion rights and other contractual rights existing on of any of the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stockPublic Debentures or the Private Debentures), effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereof, other similar transaction; (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its the capital stockstock of TPIR, TPIE, TPII or any TPIR Subsidiary; (ciii) increase any compensation (except as may be required by an applicable contract) or enter into or amend any employment severance, termination or similar agreement with any of its their respective present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor ; (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) , supplemental employee retirement plan or severance arrangement), amend any existing employee benefit plan plan, program or practice or the individual benefits provided to any individual employee in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawterminate any existing employee benefit plan; or (v) increase discretionary matching under any 401(k) Plan; 5.3.8 Shall (13) not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of TPIR, TPIE, TPII or any of its SubsidiariesTPIR Subsidiary, or make any commitment for any such action; PROVIDED, nor (c) splitHOWEVER, combine or reclassify that, notwithstanding the foregoing, there is hereby permitted the transfer of funds from any of its capital stockTPIR, TPIE, TPII or the TPIR Subsidiaries to Enterprises sufficient to satisfy when due all payment obligations of Enterprises or TPIR in respect of the Public Debentures (including, without limitation, the payment of principal, premium, if any, interest or the Repurchase Price or the Redemption Price (as such terms are defined in the Public Indenture) or the Private Debentures (including, without limitation, the payment of principal, premium, if any and interest); 5.3.9 Shall not, and shall (14) not permit any of its Subsidiaries to sell, lease or otherwise dispose of of: (i) any of its assets Company Property; or (including capital stock of Subsidiariesii) which are material, individually or in the aggregate, except in the ordinary course of business, any assets with a value greater than $100,000; 5.3.10 Shall (15) not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to to, or investments in, any other person, person or entity (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than intercompany loans, advances, contributions or investments in the ordinary course of business consistent with past practice which would be material to such party taken and as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in approved by the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunderOperating Committee); 5.3.14 Shall not (a16) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken except as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall set forth in SCHEDULE 7.2, not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent financial statements (or the notes thereto) of such party included in the Company Financial Information or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall (17) not settle enter into any commitment (or compromise series of related commitments) to purchase goods or services extending beyond July 31, 1996 which may result in total payments by or liability to it in excess of $100,000 (excluding commitments: (a) to purchase food products in quantities that are necessary to meet TPIR's anticipated needs to participate in product promotions as part of the Shoney's system; or (b) that are approved in writing by Shoney's); (18) not enter into any pending commitment with any officer, director or threatened suitconsultant of Enterprises, action any of the Remaining Subsidiaries, TPIR, TPIE, TPII, any TPIR Subsidiary or claim relating any of their respective Affiliates; (19) (i) not use, transport, store, dispose of or in any manner deal with Hazardous Materials, except in compliance in all material respects with all applicable Environmental Laws; (ii) comply in all material respects with all applicable Environmental Laws, and to keep all Company Properties free and clear of any liens imposed pursuant to such Environmental Laws; and (iii) not install, or permit to be installed, Asbestos on any Company Property; (20) notify Shoney's and TPAC in writing as soon as possible upon receipt of any notices from any persons, entities or Governmental Entities pertaining to Hazardous Materials on, from or affecting any Company Property or to alleged illegal activities or conditions at any of the Company Properties or operations; (21) not cancel any debts owed to TPIR, TPIE, TPII or any TPIR Subsidiary other than intercompany receivables due from Enterprises; (22) not enter into any contract or agreement of the type described in SECTION 5.21 or SECTION 5.22 (except using a $100,000 threshold for contracts or agreements which would otherwise be subject to a $50,000 threshold); (23) not pay the Specified Wind-up Expenses in an amount in excess of the aggregate amount set forth in the Enterprises Disclosure Letter; (24) except pursuant to Shoney's marketing plans or Enterprises' marketing plans described on SCHEDULE 7.2(a)(24) to the transaction Enterprises Disclosure Letter, not issue any certificates or coupons that would entitle the bearer thereof to receive a reduction in the price of food and/or beverages consumed at any of the Restaurants or to receive such food and/or beverages free of charge; (25) not invest cash in any investment other than a Cash Equivalent; (26) not allow Accounts Receivable to exceed $1,500,000; (27) prior to the Closing Date, to record on their books appropriate charges in accordance with GAAP with respect to any Inventories that are obsolete, spoiled or unusable and with respect to any Accounts Receivable that are not anticipated to be collected; and (28) not do any act, omit to do any act or permit any act within the control of TPIR, TPIE, TPII or any TPIR Subsidiary which will cause a breach of any representation, warranty, covenant or agreement contained in this Agreement. (b) If Shoney's is notified of a proposed action under SECTION 7.2(a) and objects in writing within the time period set forth, the matter shall be resolved by the Operating Committee. (c) Prior to the Closing Date, unless Enterprises has consented in writing thereto, Shoney's: (1) shall use its reasonable efforts, and shall cause each of its respective Subsidiaries and Affiliates to use their reasonable efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees; (2) shall promptly notify Enterprises of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, any material governmental complaints, investigations, or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein; (3) shall promptly deliver to Enterprises true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (4) shall not, and shall not permit any of its Subsidiaries to, amend their respective Articles of Incorporation or Bylaws; provided that TPAC may amend its Articles of Incorporation or Bylaws for the sole purpose(s) of changing its name and /or authorizing the issuance of preferred stock; (5) Shall not: (i) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any additional shares of Shoney's Common Stock, effect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction; or (ii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any Shoney's Common Stock, other than (x) options granted pursuant to and in accordance with Shoney's Stock Plans as in effect on the date hereof, (y) options, redemption or conversion rights granted in connection with the acquisition of properties by Shoney's or (z) shares of Shoney's Common Stock granted pursuant to existing employee benefit plans of Shoney's; (6) Shall not: (i) declare, set aside or pay any dividend or make any other distribution or payment with respect to the Shoney's Common Stock; or (ii) except in connection with Shoney's Stock Plans or the use of shares of Shoney's Common Stock to pay the exercise price or tax withholding in connection with Shoney's Stock Plans, directly or indirectly redeem, purchase or otherwise acquire any Shoney's Common Stock or any of the shares of capital stock of any of its Subsidiaries, or make any commitment for any such action; (7) Shall not, and shall not permit any of its Subsidiaries to, sell, lease or otherwise dispose of any of their respective properties other than: (i) in the ordinary course of business; or (ii) sales, leases or disposals of assets which are not material, individually or in the aggregate; (8) Shall cause TPAC to take all necessary corporate action to consummate the transactions contemplated hereby; 5.3.17 (9) Shall not, and shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, permit any of its Subsidiaries to acquire or commit to acquire, from the actions described in Section 5.3.1 through 5.3.17 date of this Agreement until the Closing Date, more than twenty (20) restaurants from third parties or make any other material acquisition; and (10) Shall not, and shall not permit any of its Subsidiaries to do any act or permit any act within the control of Shoney's or any action that would make of its Subsidiaries which will cause a breach of any of the representations and warranties of a party hereto representation, warranty, covenant or agreement contained in this Agreement untrue Agreement. (d) On the Closing Date, Shoney's shall cause TPAC to satisfy or incorrect as discharge the TPIR Bank Debt and the Private Debentures. (e) Shoney's shall use its best efforts to satisfy the conditions set forth in SECTION 9.1.2 (with respect to Shoney's lenders) and to obtain the commitment letter referenced in SECTION 9.2.10 prior to April 30, 1996. Upon its receipt, Shoney's shall deliver to Enterprises a copy of the date when madecommitment letter referenced in SECTION 9.2.10.

Conduct of Businesses. Prior to (a) Unless the Effective Date, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion of this Agreement, unless both parties Purchaser shall have consented in writing thereto, which consent will not be unreasonably withheldthereto and except as otherwise provided for in this Amended Agreement, each partyof the Company and FOHP-NJ: 5.3.1 Shall(i) shall promptly notify the Purchaser of any Material Adverse Effect or any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), affecting, as the case may be, the Company or any of the Subsidiaries; (ii) shall promptly deliver to the Purchaser true and correct copies of any press release, and any report, statement or schedule filed with the SEC subsequent to the date of this Amended Agreement; (iii) shall not, and shall cause each of the Subsidiaries to not, take any action that would cause the representations and warranties contained in Article II hereof to be untrue in any material respect; provided, however, that any such action which is the subject of an update notice from the Company to the Purchaser not rejected by the Purchaser in accordance with the termination provisions hereof shall not be deemed to be a breach hereof; (b) In addition to the foregoing (and in no way limiting the generality of the foregoing), between the date hereof and the Initial Closing, unless the Purchaser shall have consented in writing thereto and except as otherwise provided for in this Amended Agreement, each of the Company and FOHP- NJ agrees that the Company, FOHP-NJ and each of the other Subsidiaries: (i) shall confer on a regular basis with one or more representatives of the Purchaser to report operational matters of materiality and any proposals to engage in material transactions (except that such obligation to confer is not applicable to Subsidiaries of the Company that are not operating Subsidiaries); (ii) shall not, except as otherwise specifically disclosed herein, fail to comply with any laws and regulations applicable to it or to the conduct of its Subsidiaries business, the noncompliance with which would, individually or in the aggregate, have a Material Adverse Effect; (iii) shall not authorize for issuance, issue or deliver any additional shares of any stock of any class or securities convertible into shares of stock or issue or grant any right, option, warrant or other commitment for the issuance of shares of stock or such securities, or any stock appreciation rights, other than under the terms of this Amended Agreement; (iv) shall not amend its certificate or incorporation or by-laws, except as provided for in this Amended Agreement; (v) shall not split, combine or reclassify any shares of its capital stock or declare, set aside or pay any dividend (whether in cash, stock or property) in respect of its capital stock (other than dividends paid to the Company) or redeem or otherwise acquire any of its capital stock; (vi) shall not sell marketable securities owned by it, if any, or purchase marketable securities, except in the ordinary course of business; (vii) shall not prepay its expenses or obligations except in accordance with the terms of applicable contracts, commitments and arrangements and in the ordinary course of business (and in any case, not to exceed $50,000); (viii) shall not increase compensation or benefits for, or pay any bonuses to, or enter into any severance or change of control arrangements with, any of its directors, officers, employees, consultants or agents outside of the ordinary course of business; (ix) shall not offer employment to or employ any person not currently employed by it other than on the basis of employment-at-will in the ordinary course of business or enter into any written employment contract or any collective bargaining agreement; (x) shall not create, amend, extend, renew, assume, incur or guarantee any indebtedness either involving amounts in excess of $50,000 individually or in excess of $100,000 in the aggregate, or not in the ordinary course of its business; (xi) shall not, except as otherwise permitted herein, enter into or amend any contract, commitment or arrangement or engage in any transaction which is not in the ordinary course of its business; (xii) shall not create any stock option or other stock-based incentive plan or grant any stock option, phantom stock, stock appreciation right or other similar security or instrument; (xiii) shall not acquire any other business or interest therein; (xiv) shall not enter into any contract, commitment or arrangement or engage in any transaction with any of its affiliates, shareholders, directors, officers or employees which is not in the ordinary course of business and consistent with past practice; (xv) shall not enter into any amendment or modification of any of its agreements with providers, other than amendments or modifications expressly contemplated hereby or with respect to which the Purchaser shall have provided its prior written consent; (xvi) shall not make any contractual commitment (including by way of renewal) with respect to any single account involving projected annual premium revenues or health care costs in excess of $1,000,000; (xvii) shall use all reasonable, good-faith efforts to conduct its operations only according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (xviii) shall use its reasonable effortsall reasonable, and shall cause each of its Subsidiaries to use its reasonable efforts, good-faith efforts to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (xix) shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and not make any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the accounting practices other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (a) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization than as it exists on the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (c) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (d) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law;the Financial Accounting Standards Board (in which event such change shall be reported promptly to Purchaser in writing); and 5.3.8 Shall not (axx) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and shall not permit any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, do any of the actions things described in Section 5.3.1 clauses (iii) through 5.3.17 or any action that would make any of the representations (xvi) and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madeclause (xix) above.

Conduct of Businesses. Prior to the Effective DateTime, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as expressly contemplated by any other portion provision of this AgreementAgreement or as required by applicable law, unless both parties have Parent has consented in writing thereto, which consent will not be unreasonably withheld, each partythe Company: 5.3.1 Shall(a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (b) shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact its their business organization organizations and goodwill, keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itthem; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (c) shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)bylaws; 5.3.5 Shall promptly notify the other party of (ad) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall shall promptly deliver to the other party Parent true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (e) shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreementhereof, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists existed on the date hereof, ; (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, ; (ciii) increase any compensation or benefits, except in the ordinary course of business consistent with past practice, or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to with new employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans ; or programs, nor (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend (except as required by law) any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall (f) shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, stock or (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall (g) shall not, and shall not permit any of its Subsidiaries to to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which that are materialmaterial to the Company, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (ah) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiariesshall not, nor (e) mortgage or pledge shall it permit any of its material assetsSubsidiaries to, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, take any of the actions described in Section 5.3.1 through 5.3.17 or foregoing actions; and (i) shall not take any action that would make is likely to delay materially or adversely affect the ability of any of the representations and warranties parties hereto (i) to obtain any consent, authorization, order or approval of a party hereto contained in this Agreement untrue any governmental commission, board or incorrect as of other regulatory body or (ii) to consummate the date when madeMerger.

Conduct of Businesses. Prior to the Effective DateTime, except as set forth in the CSI Veritas Disclosure ScheduleLetter or the PGS Disclosure Letter, the RP Disclosure Schedule respectively, or as expressly contemplated by any other portion provision or condition (including Section 5.1(d)) of this Agreement, or as required by applicable law (provided that the party proposing to take such action has provided the other party with advance notice of the proposed action to the extent practicable), unless both parties have PGS or Veritas, respectively, has consented in writing thereto, which consent will not be unreasonably withheldeach of Veritas, each partyPGS and, to the extent applicable, Caymanco: 5.3.1 Shall(a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (b) shall use its commercially reasonable best efforts, and shall cause each of its Subsidiaries to use its commercially reasonable best efforts, to preserve intact their business organizations and goodwill (except that any of its business organization and goodwillSubsidiaries may be merged with or into, or be consolidated with, any of its Subsidiaries or may be liquidated into it or any of its Subsidiaries), keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itthem; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (c) shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or of association (PGS), its certificate of incorporation or by-laws bylaws (except Veritas), or its memorandum of association or articles of association (Caymanco); provided, however, that PGS may amend its articles of association to increase its share capital in connection with transactions permitted by Section 8.1(f) and Caymanco may amend its articles of association in connection with the extent adoption of a Shareholder Rights Plan of a customary form with terms consistent with those described in Exhibit D attached hereto (the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock"Caymanco Rights Agreement"); 5.3.5 Shall (d) shall promptly notify the other party of (a) any material emergency or other material change in the its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Veritas Material Contract or PGS Material Contract, as the case may be (or communications indicating that the same may be contemplated), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained made by it herein; 5.3.6 Shall (e) shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this AgreementAgreement with the SEC or any governmental or regulatory authority that administers the securities laws of the Kingdom of Norway or of Canada or any stock exchange (including the NYSE, the OSE and the Toronto Stock Exchange); 5.3.7 Shall (f) shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement or pursuant to the exercise of awards granted after the date hereof and expressly permitted under this Agreement, issue any shares of its capital stockstock or share capital, effect any stock split or otherwise change its capitalization as it exists existed on the date hereof, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockstock or share capital, (ciii) increase any compensation or enter into or amend any employment severance, termination agreement or similar agreement with any of its former, present or future employees, officers or directors, except for normal increases in compensation to with new employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (div) adopt any new employee benefit plan or arrangement (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall (g) shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, stock or share capital or (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or share capital 36 or capital stock or share capital of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any ; provided that Caymanco shall repurchase the shares of its capital stockheld by Veritas immediately prior to the Effective Time; 5.3.9 Shall (h) shall not, and shall not permit any of its Subsidiaries to to, sell, lease or otherwise dispose of any of its assets (including capital stock or share capital of Subsidiaries) which are materialwhich, individually or in the aggregate, are material to it and its Subsidiaries as a whole except (i) in the ordinary course of business, (ii) in connection with transactions with entities directly or indirectly wholly owned by it ("Intercompany Transactions") or (iii) in the case of PGS, the sale of PGS' interest in its Atlantis Subsidiary; 5.3.10 Shall (i) shall not, and shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge permit any of its material assetsSubsidiaries to, tangible except pursuant to contractual commitments in effect on the date hereof and disclosed in the Veritas Disclosure Letter or intangiblethe PGS Disclosure Letter, as the case may be, acquire or agree to acquire by merging or consolidating with, or create by purchasing an equity interest in or suffer to create a substantial portion of the assets of, or by any material mortgageother manner, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a wholecorporation, partnership, association or enter into any commitment other business organization or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a wholedivision thereof; 5.3.12 Except (j) shall not, except as may be required as a result of a change in law or in GAAPgenerally accepted accounting principles, shall not change any of the accounting principles or practices used by it; (k) shall, and shall cause any of its Subsidiaries to, use commercially reasonable efforts to maintain with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such party; 5.3.13 Shall (l) shall not, and shall not permit any of its Subsidiaries to, (ai) acquire (by mergermake or rescind any express or deemed election relating to taxes including elections for any and all joint ventures, consolidation or acquisition of stock or assets) any corporation, partnershippartnerships, limited liability company companies, working interests or other business organization investments where it has the capacity to make such binding election (except an initial election for an entity under Treas. Reg. Section 301.7701-3), (ii) settle or division thereof compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or (iii) change any of its methods of reporting income or deductions for federal income tax purposes from those expected to be employed in the preparation of its federal income tax return for the most recent taxable year for which a return has been filed, except in any such case as may be required by applicable law or except as would not have a Material Adverse Effect; (m) shall not, nor shall it permit any of its Subsidiaries to, (i) incur any indebtedness for borrowed money (except for (w) Intercompany Transactions, (x) working capital under existing credit facilities, (y) refinancings of existing debt and (z) other immaterial borrowings that, in the case of (y) or (z), permit prepayment of such new debt without payment of any makewhole or other premium or penalty in the event of redemption or repayment before stated maturity (other than LIBOR breakage costs)) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of such party or any equity interest thereinof its Subsidiaries or guarantee any debt securities of others, (bii) enter into any contract or agreement other than except in the ordinary course of business consistent business, enter into any material lease (whether such lease is an operating or capital lease) or create any material Liens on its property or that of its Subsidiaries in connection with past practice which would be material to such party taken any indebtedness thereof, or (iii) enter into any interest rate swap, cap, collar or similar agreements; (n) except as a wholeset forth in the budgets of Veritas and PGS as described in the Veritas Disclosure Letter or the PGS Disclosure Letter, (c) authorize respectively, not make any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, 5 million individually or $20 million in the aggregate, is or enter into any binding commitment or contract to make such expenditures; (o) shall not, and shall cause its Subsidiaries not to, purchase any PGS Shares, PGS ADSs, Caymanco Shares or shares of Veritas Common Stock or Veritas Exchangeable Shares, except as contemplated by Section 5.4 or Section 8.17 of this Agreement; (p) subject to Section 8.5, shall not take any action that would delay materially (but in excess any event by more than 10 business days) or adversely affect the ability of $150,000; provided, that none any of the foregoing parties hereto to obtain any consent, authorization, order or approval of any governmental commission, board or other regulatory body or the expiration of any applicable waiting period required to consummate the transactions consummated by this Agreement; (q) shall limit not, and shall not permit any capital expenditure within the aggregate amount previously authorized of its Subsidiaries to, enter into any agreement that would permit any third party to have any access to seismic data, including all library data, owned and/or developed by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiariesaffiliates; 5.3.15 Shall not pay(r) unless, discharge in the good faith opinion of its board of directors after consultation with its outside counsel the following would be inconsistent with its fiduciary duties, shall not, except in connection with a transaction permitted by this Section 8.1, terminate, amend, modify or satisfy waive any claimsprovision of any confidentiality or standstill agreement to which it or any of its respective Subsidiaries is a party; and during such period shall enforce, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than to the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated byfullest extent permitted under applicable law, the financial statements (or the notes thereto) provisions of such party agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States of America or incurred in the ordinary course of business consistent with past practice;any state having jurisdiction; and 5.3.16 Shall (s) shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or (i) agree in writing or otherwise to take, take any of the foregoing actions described or (ii) permit any of its Subsidiaries to agree in Section 5.3.1 through 5.3.17 writing or any action that would make otherwise to take any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madeforegoing actions that refer to Subsidiaries.

Conduct of Businesses. Prior to the Effective DateTime, except as set forth in the CSI Company Disclosure Schedule, the RP Disclosure Schedule Letter or as contemplated by any other portion provision of this Agreement, unless both parties have Parent has consented in writing thereto, which consent will not be unreasonably withheld, each partythe Company: 5.3.1 Shall(a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (b) shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization organizations and goodwill, keep available the services of its respective officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (c) shall confer on a regular basis with one or more representatives of the other party Parent to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall (d) shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles Certificate of Incorporation of CSI are amended to authorize the CSI Preferred Stock)or Bylaws; 5.3.5 Shall (e) shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver make available to the other party Parent true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (f) shall not and shall not permit any of its Subsidiaries to (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists existed on the date hereof, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, other than employee stock options, stock benefits and stock purchases under any stock option, stock benefit or stock purchase plan existing on the date hereof, provided that the aggregate amount of employee stock options granted pursuant to such employee stock option plans shall not exceed the number granted during such period in the prior year, (ciii) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future employees, officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, practice and the payment of cash bonuses to employees officers pursuant to and consistent with existing plans or programs, nor or (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall (g) shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, stock or (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall (h) shall not, and shall not permit any of its Subsidiaries to to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall (i) shall not, and shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge permit any of its material assetsSubsidiaries to, tangible acquire or intangibleagree to acquire by merging or consolidating with, or create by purchasing a substantial equity interest in or suffer to create a substantial portion of the assets of, or by any material mortgageother manner, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company association or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.business

Conduct of Businesses. (a) Conduct by Xxxxxxx and RMSI. Prior to the Effective DateTime, unless --------------------------- the other party has consented in writing thereto or unless otherwise specifically permitted by this Agreement and except as for those matters set forth in the CSI Disclosure ScheduleSchedule 6.2 attached hereto, the RP Disclosure Schedule or as contemplated by any other portion of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each party:Xxxxxxx and RMSI: ------------ 5.3.1 Shall, and (i) shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its their respective reasonable best efforts, and shall cause each of its Subsidiaries their respective subsidiaries to use its their reasonable best efforts, to preserve intact its their business organization organizations and goodwill, goodwill and keep available the services of its their respective executive officers and employees material employees, their customers and maintain satisfactory relationships with those persons principals and others having business relationships relations with itXxxxxxx or RMSI, as applicable; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (ii) shall confer on a regular basis with one or more representatives of the other party to report on material operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall iii) shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its their businesses or in the operation of its their properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (iv) shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party or with respect to it with the SEC subsequent to the date of this AgreementAgreement and copies of all correspondence with the SEC relating thereto; 5.3.7 Shall (v) shall, and shall cause each of their respective subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted and refrain from changing or introducing any method of financial or tax accounting, management or operations except in the ordinary course of business and consistent with past practices, subject to clauses (vi)-(xix) below; (vi) shall not amend their respective certificate of incorporation or bylaws, and shall cause each of their respective subsidiaries not to amend their charter, bylaws, joint venture documents, partnership agreements or equivalent documents; (vii) shall not (aA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (bB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockstock or grant any stock appreciation rights, (cC) increase any compensation compensation, other than in the ordinary course of business consistent with past practice, or enter into or amend any employment severance, termination or similar agreement with any of its their present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (dD) adopt any new employee benefit plan (including any stock option, stock appreciation right, stock benefit or stock purchase plan) or amend any existing employee of their benefit plan plans in any material respect, except for changes which are less not more favorable to participants in such plans or as may be are otherwise required by to comply with applicable law; 5.3.8 Shall (viii) shall not (aA) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, or (bB) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its their respective capital stock or capital stock of any of its Subsidiariesor their respective subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall (ix) shall not, and shall cause all of their respective subsidiaries not permit any of its Subsidiaries to to, sell, lease or otherwise dispose of, or agree to the sale, lease or other disposition of any of its their assets (including capital stock of Subsidiaries) or properties which are material, individually or in the aggregate, or any of the capital stock of, or partnership or other interests owned by, Xxxxxxx, RMSI or any of their subsidiaries except in the ordinary course of business; 5.3.10 Shall (x) shall not, and shall not (a) incur authorize or assume give any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiariestheir respective subsidiaries consent to, make any loans, advances or capital contributions to to, or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement person other than loans and advances to employees relating to the incurrence of expenses in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunderpractices; 5.3.14 Shall (xi) shall not, and shall not (a) make permit any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not of their respective subsidiaries to, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party RMSI included in the RMSI SEC Report or of Xxxxxxx included in the Xxxxxxx SEC Reports, as applicable, or incurred in the ordinary course of business consistent with past practicepractice or entered into in accordance with this Agreement or the settlement of claims and litigation in the ordinary course of business; 5.3.16 Shall (xii) shall not, and shall cause all of their respective subsidiaries not to, enter into any commitment not provided for in their respective capital expenditure budgets which may result in total payments or liability by it in excess of $100,000 per year (provided, however, that nothing contained in this clause (xii) shall permit Xxxxxxx or RMSI, as applicable, or any of their respective subsidiaries to take any action prohibited by the other provisions of this Section 6.2), other than commitments for expenses of attorneys, accountants and investment bankers incurred in connection with 37 the transactions contemplated by this Agreement or, if and to the extent consistent with this Agreement, any Acquisition Proposal; and (xiii) shall not, and shall cause all of their respective subsidiaries not to, engage in any discussions relating to, make any proposal or offer relating to, or enter into any agreement with respect to, any acquisition or purchase by Xxxxxxx or RMSI, as applicable, or any of their respective subsidiaries of all or a significant portion of the assets of, or any capital stock or other equity interest in, any entity, or any merger, consolidation, business combination or similar transaction involving Xxxxxxx or RMSI, as applicable, or any of their respective subsidiaries, other than in connection with the pending transactions listed on Schedule 6.2(a)(xiii) contained in their respective Disclosure Letters; --------------------- (xiv) shall not, and shall cause all of their respective subsidiaries not to, make any purchase of any product, asset or property other than in the ordinary course of business, or mortgage, pledge, subject to a lien or otherwise encumber any of its properties or assets other than in the ordinary course of business, other than in connection with the pending transactions listed on Schedule 6.2(a)(xiii) contained in their --------------------- respective Disclosure Letters; (xv) shall not, and shall cause all of their respective subsidiaries not to, incur any contingent liability as a guarantor or otherwise with respect to the obligations of others, or incur any other indebtedness or contingent or fixed obligations or liabilities except in the ordinary course of business; (xvi) shall not, and shall cause all of their respective subsidiaries not to, make any change in the compensation payable or to become payable to any of their respective officers, employees, agents or independent contractors other than increases in the ordinary course of business consistent with past practices, provided that no compensation payable to any of Xxxxxxx'x or RMSI's officers, employees, agents, or independent contractors shall be increased by more than 5% of the compensation received by such person for the calendar year ending December 31, 1998; (xvii) shall have, and shall cause all of their respective subsidiaries to have, in effect and maintain at all times all insurance of the kind and in the amount it currently carries or equivalent insurance with any substitute insurers approved in writing by the other party; (xviii) shall permit, and shall cause all of their respective subsidiaries to permit the other party and its authorized representatives to have full access to all its properties, assets, records, Tax Returns, contracts and documents and furnish to the other party or its authorized representatives such financial and other information with respect to its business or properties as the other party may from time to time reasonably request; and (xix) shall not, and shall cause all of their respective subsidiaries not to, make any material Tax elections, settle or compromise any pending Tax liability with any Taxing Authority or threatened suit, action file any amended Tax Return or claim relating for refund. Any request for consent of Xxxxxxx under this Section 6.2 shall be directed to Xxxxxx X. Xxxxxxx at the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described address set forth for Xxxxxxx in Section 5.3.1 through 5.3.17 or any action that would make any 9.2 hereof, with copies to Xxxxxx X. Cable, P.C. at the address set forth for Xxxxxxx, Procter & Xxxx LLP set forth in Section 9.2 hereof. Any request for consent of RMSI under this Section 6.2 shall be directed to Xxxxxx X. Xxxxxxxx at the representations and warranties of a party hereto contained address set forth for RMSI in this Agreement untrue or incorrect as of Section 9.2 hereof, with copies to Xxxxxx Xxxxxx Xxxxx, Esq. at the date when madeaddress set forth for Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP set forth in Section 9.2 hereof.

Conduct of Businesses. Prior to the Effective DateTime, --------------------- except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as expressly contemplated by any other portion provision of this AgreementAgreement or as required by applicable law, unless both parties have Merger Sub has consented in writing thereto, which consent will not be unreasonably withheld, each partythe Company: 5.3.1 Shall(a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (b) shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact its their business organization organizations and goodwill, keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itthem; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall shall promptly deliver to the other party Merger Sub true and correct copies of any report, statement or schedule filed by such party the Company with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (d) shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreementhereof, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, ; (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, ; (ciii) increase any compensation or benefits, except in the ordinary course of business consistent with past practice, or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to with new employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans ; or programs, nor (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend (except as required by law) any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall (e) shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, stock or (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall (f) shall not, and shall not permit any of its Subsidiaries to to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which that are materialmaterial to the Company, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (ag) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiariesshall not, nor (e) mortgage or pledge shall it permit any of its material assetsSubsidiaries to, tangible or intangible, or create or suffer agree to create take any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind the foregoing actions; and (h) subject to the fiduciary obligations set forth in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAPSection 5.7, shall not change take any action that is likely to delay materially or adversely affect the ability of any of the accounting principles parties hereto (i) to obtain any consent, authorization, order or practices used by such party; 5.3.13 Shall not (a) acquire (by mergerapproval of any governmental commission, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company board or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole regulatory body or (bii) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than consummate the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madeMerger.

Conduct of Businesses. Prior to Between the Effective date of this Agreement and the Closing Date, except the Parties hereto do hereby agree as follows: (a) PHMD shall cause Radiancy and each other member of the Radiancy Group to conduct the Radiancy Business only in the Ordinary Course of Business and in such a manner as to not cause a breach of any of the representations and warranties set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion Section 3.6 of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) DSKX shall conduct the DSKX Business only in the Ordinary Course of Business and in such a manner as to not cause a breach of any material litigation or material governmental complaints, investigations or hearings (or communications indicating that of the same may be contemplated), or representations and warranties set forth in Section 4.6 of this Agreement; (c) PHMD and DSKX shall each supply to the breach in any material respect other, (i) unaudited management prepared monthly balance sheets (including all intercompany eliminations) of any representation or warranty or covenant contained hereineach member of the Radiancy Group and Photomedex Technology, and (ii) the unaudited management prepared monthly consolidated balance sheets of DSKX and its consolidated Subsidiaries; 5.3.6 Shall promptly deliver (d) except for dividends and distributions that may be required in the Ordinary Course of Business to (i) pay professional fees and other related costs of PHMD in order to consummate the transactions contemplated by this Agreement and the Photomedex Technology Merger Agreement, (ii) pay professional fees and other party true related costs to comply with applicable securities laws, and correct copies (ii) the payment of any report, statement or schedule filed by salaries to senior executive officers of PHMD in amounts not in excess of the periodic payments made to such party with the SEC subsequent to individuals as at the date of this Agreement, PHMD shall not cause any member of the Radiancy Group or Photomedex Technology to make any distributions or dividends of cash or other property to PHMD or any other Affiliate of PHMD; 5.3.7 Shall (e) PHMD shall not (a) except pursuant cause or permit the Radiancy Group or Photomedex Technology to either defer the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares collection of its capital stockAccounts Receivable, effect any stock split or otherwise change its capitalization as it exists on accelerate the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares payment of its capital stockAccounts Payable and accrued expenses, and shall use its reasonable best effects to cause the Adjusted Working Capital of the Radiancy Group or Photomedex Technology to be at least $11,500,000 as at the Closing Date; (cf) increase any compensation DSKX shall not amend its articles of incorporation, certificate of incorporation, or enter into or amend any employment severance, termination bylaws or similar agreement with governing documents of any of its present Subsidiaries in a manner that would materially and adversely affect the economic benefits of the Mergers to the holders of PHMD’s common stock or future officers that would materially impede either Party’s ability to consummate the transactions contemplated by the Merger Agreements; (g) neither DSKX nor PHMD shall take any action that is intended to, would or directors, except for normal increases in compensation would be reasonably likely to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (d) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan result in any material respectof the conditions set forth in Section 2.12 not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except for changes which are less favorable to participants except, in such plans or every case, as may be required by applicable law; 5.3.8 Shall not (ah) declare, set aside or pay neither DSKX nor PHMD shall take any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiariesaction, or make knowingly fail to take any commitment for any such action, nor (cwhich action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) split, combine or reclassify any of its capital stockthe Code; 5.3.9 Shall not(i) without the prior written consent of the other Party, and neither DSKX nor PHMD shall not permit incur any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are materialindebtedness, individually or in the aggregate, except in the ordinary course aggregate (i) on behalf of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is DSKX in excess of $25,000 or1,000,000, in the aggregate, is or (ii) on behalf of PHMD in excess of $150,000; provided1,000,000, that none whether evidenced by notes, debentures, mortgages or leases required to be capitalized under GAAP; (j) without the prior written consent of the foregoing other Party, neither DSKX nor PHMD shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into incur incurring or amend any contract, agreement, commitment or arrangement providing for the taking obtain placement of any action which would be prohibited hereunderLiens on the assets and properties of DSKX, the DSKX Subsidiaries, the Radiancy Group or Photo-Tech, as applicable; 5.3.14 Shall not (ak) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)without the prior written consent of PHMD, other than the paymentissuance of shares of DSKX Common Stock constituting the DSKX Merger Shares, discharge DSKX shall not issue any shares of DSKX Common Stock or satisfaction any warrants, options, convertible preferred stock (including shares of business liabilities reflected DSKX Series A Preferred Stock), convertible notes or reserved against in, and contemplated by, other securities or rights issued or granted by DSKX entitling the financial statements (holder(s) thereof to purchase or the notes thereto) receive upon exercise or conversion of such party securities or incurred in the ordinary course rights, shares of business consistent with past practiceDSKX Common Stock at issuance prices, conversion prices or exercise prices below $2.00 per share; 5.3.16 Shall not settle (l) neither DSKX nor PHMD shall: merge or compromise consolidate DSKX, any pending DSKX Subsidiary, any member of the Radiancy Group, or threatened suitPhotomedex Technology, action as applicable, with any other corporation; sell or claim relating to lease all or any substantial portion of the transaction contemplated herebyassets or business of DSKX, any DSKX Subsidiary, any member of the Radiancy Group, or Photomedex Technology, as applicable; or make any acquisition of all or any substantial portion of the business or assets of any other Person by DSKX, any DSKX Subsidiary, any member of the Radiancy Group, or Photomedex Technology, as applicable; 5.3.17 Shall (m) DSKX shall not adopt a plan of complete or partial undertake any liquidation, dissolution, merger, consolidation, restructuring, recapitalization dissolution or reorganizationwinding-up of the affairs of DSKX or any DSKX Subsidiary; or 5.3.18 Shall not (n) neither DSKX nor PHMD shall agree to or make any commitment to, take, or agree adopt any resolutions of board of directors of the respective parties in writing or otherwise to takesupport of, any of the actions described in prohibited by this Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made5.12.

Conduct of Businesses. (a) Prior to the Effective DateTime, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated specifically permitted by any other portion of this Agreement, unless both parties have the other party has consented in writing thereto, which consent will not be unreasonably withheld, each partyBuyer and Xxxxxx: 5.3.1 Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 (i) Shall use its their reasonable best efforts, and shall cause each of its their respective Subsidiaries to use its their reasonable best efforts, to preserve intact its their business organization organizations and goodwill, goodwill and keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itemployees; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall (ii) Shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and and, subject to Section 7.1, any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 iii) Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its their businesses or in the operation of its their properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein;; and 5.3.6 (iv) Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement. (b) Prior to the Effective Time, unless Buyer has consented thereto (and Buyer hereby agrees to give good faith consideration to any such request for consent by Xxxxxx and to respond to any such request within five (5) business days and in the event no response is received by Xxxxxx by the expiration of such five business day period, such consent shall be deemed given) Xxxxxx: (i) Shall, and shall cause each Xxxxxx Subsidiary to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to clauses (ii)- (ix) below; 5.3.7 (ii) Shall not, and shall cause each Xxxxxx Subsidiary not to, acquire, enter into an option to acquire or exercise an option or contract to acquire additional real property, incur additional indebtedness, encumber assets or commence construction of, or enter into any agreement or commitment to develop or construct, any other type of real estate projects except for the transactions contemplated in the Xxxxxx Disclosure Letter; (iii) Shall not amend Xxxxxx'x Certificate or its By-laws, and shall cause each Xxxxxx Subsidiary not to amend its charter, bylaws, joint venture documents, partnership agreements or equivalent documents except as contemplated by this Agreement or the Xxxxxx Disclosure Letter; (iv) Shall not (aA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (bB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (cC) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (dD) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall not (av) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and shall not permit any of its the Xxxxxx Subsidiaries to to, except in accordance with and as permitted under Section 7.2(d) and (e) hereof or as contemplated in the Xxxxxx Disclosure Letter, sell, lease or otherwise dispose of (A) any Xxxxxx Properties or any portion thereof or any of the capital stock of or partnership or other interests in any of the Xxxxxx Subsidiaries or (B) except in the ordinary course of business, any of its other assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 (vi) Shall not, and shall not (a) incur or assume permit any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned SubsidiariesXxxxxx Subsidiaries to, make any loans, advances or capital contributions to to, or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 (vii) Shall not acquirenot, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, and shall not change permit any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by mergerXxxxxx Subsidiaries to, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party Xxxxxx included in the Xxxxxx SEC Reports or incurred in the ordinary course of business consistent with past practice; 5.3.16 (viii) Shall not, and shall not settle permit any of the Xxxxxx Subsidiaries to, enter into any Commitment which may result in total payments or compromise liability by or to it in excess of $50,000 other than Commitments for expenses of attorneys, accountants and investment bankers incurred in connection with the Merger; and (ix) Shall not, and shall not permit any pending of the Xxxxxx Subsidiaries to, enter into any Commitment with any officer, director, consultant or threatened suitaffiliate of Xxxxxx or any of the Xxxxxx Subsidiaries. (i) Prior to the Effective Time, action Buyer shall not, without the prior written consent of Xxxxxx (and Xxxxxx hereby agrees to give good faith consideration to any such request for consent by Buyer and to respond to any such request within five (5) business days and in the event no response is received by Buyer by the expiration of such five business day period, such consent shall be deemed given): (x) directly or claim indirectly through a Buyer Subsidiary merge or consolidate with, or acquire all or substantially all of the assets of, any person or entity except for LNH REIT, Inc.; (y) incur, in one transaction or a series of transactions, an additional $15,000,000 of indebtedness; or (z) issue any shares of its capital stock (except in connection with Buyer's employee or trustee benefit plans), effect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction, or grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock (except in connection with Buyer's employee or trustee benefit plans). Notwithstanding anything to the contrary in the foregoing sentence, in connection with any potential merger or acquisition relating to TargetCo (as such term is defined in Section 7.2 of the Buyer Disclosure Letter), prior to Buyer entering into a definitive agreement with TargetCo, Buyer shall first deliver written notice to Xxxxxx identifying and describing the price and other terms of the proposed transaction (the "Notice") and, within 15 calendar days after receiving the Notice, Xxxxxx shall consent or withhold its consent to the transaction contemplated hereby;(which consent will not be unreasonably withheld). In the event Xxxxxx withholds its consent to the proposed transaction, Buyer shall be prohibited from entering into a definitive agreement with TargetCo until after the Effective Time. In the event Xxxxxx consents to the price and terms of the proposed transaction, Buyer shall be permitted to enter into a definitive agreement with TargetCo to consummate the proposed transaction but only upon (A) the price which is not less favorable to Buyer and its stockholders than the price set forth in the Notice and (B) terms and conditions which are not less favorable in any material respect to Buyer and its stockholders than those described in the Notice; provided, however, that Buyer may not enter into such definitive agreement -------- ------- during the period between the mailing of the Form S-4 to the Xxxxxx stockholders and the Effective Time. 5.3.17 Shall not adopt a plan (ii) Except for the limitations described in clause (i) of complete Section 7.2(c) above. between the date of this Agreement and the Effective Time, Buyer and the Buyer Subsidiaries may enter into leases with respect to all or partial liquidationany portion of the Buyer Properties, dissolutionacquire, mergerlease, consolidationenter into an option to acquire, restructuringlease or exercise an option or contract to acquire, recapitalization additional real property, incur additional indebtedness, encumber assets or reorganization; or 5.3.18 Shall not takecommence construction of, or agree enter into any agreement or commitment to develop or construct, other real estate projects. (d) Notwithstanding anything to the contrary set forth in writing or otherwise to take, this Agreement and without limiting any of the actions described in Section 5.3.1 through 5.3.17 other rights of Xxxxxx set forth herein, between the date hereof and the Effective Time: (i) Xxxxxx may enter into the Bermant/UBC Agreement or any action other agreement with Bermant to convey the UBC Interest, perform its obligations contemplated thereunder and take such other actions as Xxxxxx deems appropriate to fulfill its obligations under the Joint Venture Agreement; (ii) Xxxxxx may, in the event the Summer Hill Option is exercised on or prior to the Effective Time, convey to Summer Hill Ltd. or its successors, assigns or nominees the real property subject to such option (the "Option Property") in accordance with the terms thereof; (iii) to the extent Xxxxxx conveys the UBC Interest to Bermant or the Option Property to Summer Hill Ltd., Xxxxxx shall distribute the net proceeds therefrom to its stockholders prior to the Effective Time; and (iv) Xxxxxx may declare, set aside and pay dividends of not more than $.27 per Xxxxxx Share (except as permitted in clause (iii) above or Section 7.16 hereof) for each full calendar quarter prior to the Effective Time, it is currently anticipated that would make any such dividends shall have declaration dates, record dates and payment dates substantially similar to those dates set forth in Exhibit C. Notwithstanding the foregoing, in the event the Effective Time shall --------- occur between the record dates set forth in Exhibit C, Xxxxxx may declare, --------- establish a record date and set aside a dividend for the period commencing on the most recent record date and ending on the date of the representations Effective Time (the "Partial Period") in an amount which equals the quotient the numerator of which equals $.27 multiplied by the number of days comprising such Partial Period and warranties the denominator of which equals 90. (e) Xxxxxx shall not, without the written consent of Buyer, which consent may not be unreasonably withheld, (i) effect any material change in any lease or occupancy agreement currently in effect which affects the Xxxxxx Properties (together with such additional leases approved or permitted pursuant to this Agreement, the "Leases"), (ii) renew or extend the term of any Lease, unless the same is an extension or expansion permitted pursuant to the terms of an existing Lease, or (iii) enter into any new Lease or cancel or terminate any Lease. When seeking consent to a party hereto contained new or modified Lease, Xxxxxx shall provide notice of the identity of the tenant, a term sheet, letter of intent or proposed lease containing material business terms (including, without limitation, rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and expansion and extension options) and whatever credit and background information, if any, Xxxxxx then possesses with respect to such tenant. Buyer shall be deemed to have consented to any proposed Lease or Lease modification if it has not responded to Xxxxxx within five (5) business days after receipt of such information. Upon Buyer's approval or deemed approval, Xxxxxx shall be entitled to enter into a Lease on the standard lease form for such Property, without material change other than changes customarily made to leases to other comparable tenants of the Property. Buyer hereby designates Xxxxx X. Xxxxxx XX and Xxxxxxxx X. Xxxx as individuals who will be available and authorized to grant Lease approvals. Notwithstanding anything in this Agreement untrue to the contrary, Xxxxxx may cancel or incorrect as terminate any Lease or commence collection, unlawful detainer or other remedial action against any tenant without Buyer's consent upon the occurrence of a default by the date when madetenant under said Lease.

Conduct of Businesses. Prior to the Effective Date, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion of this AgreementTime, unless both parties the other party shall have consented in writing thereto, which consent will not be unreasonably withheld, each partyof Mardel and Agri-Nutrition: 5.3.1 Shall, and (i) shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular regular, and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (ii) shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, efforts to preserve intact its business organization and goodwill, keep available the services of its officers and employees employees, and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (iii) shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall (iv) shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles Certificate of Incorporation of CSI are amended to authorize the CSI Preferred Stock)or Bylaws, except as provided for in this Agreement; 5.3.5 Shall (v) shall promptly notify the other party of (a) any material emergency or other material change in the its condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects prospects, or the normal course of its businesses or in the operation of its properties, (b) properties and of any material litigation or material governmental complaints, investigations investigations, or hearings (or communications indicating that the same may be contemplated); and (vi) shall not (A) grant, confer, award, or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (a) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereofoptions, (b) grant, confer or award any option, warrantwarrants, conversion right rights, or other right not existing on the date hereof rights to acquire any shares of its capital stock, (c) increase any compensation except that Agri-Nutrition shall be permitted to grant, confer, award, or enter into or amend any employment severance, termination or similar agreement with any issue shares of its present capital stock or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees such other securities pursuant to and consistent with existing plans any warrant, or programsstock or other plan in existence as of the date of this Agreement, nor (dB) pay any dividends or otherwise cause assets to be distributed to stockholders, (C) redeem any securities, (D) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall not (aE) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and shall not permit any of its Subsidiaries to sell, lease lease, or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which that are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not , (aF) incur or assume borrow any long-term or short-term debt or issue any debt securities except for borrowings funds, under existing lines of credit and indebtedness or otherwise, except as reasonably necessary for working capital in the ordinary course operation of its business in a manner, and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing thereforamounts, provided such indebtedness does not include any material prepayment penalty or equity component)consistent with historical financial practices, (bG) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse pay principal or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of interest on any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement debt other than in the ordinary course of business consistent with past practice which would be material to such party taken as a wholebusiness, or (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (aH) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, change in accounting principles and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madepractices.

Conduct of Businesses. Prior (a) During the period from the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, except as set forth in Schedule 7.3 of the New Plan Disclosure Letter or Schedule 7.3 of the Excel Disclosure Letter or as expressly contemplated by this Agreement, unless the other party has consented in writing thereto (which consent shall not be unreasonably withheld or delayed), Excel and New Plan: (i) shall use their reasonable best efforts, and shall cause each of their respective Subsidiaries to use their reasonable best efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees subject to the restrictions set forth in this Agreement; (ii) subject to the other provisions of this Section 7.3, shall confer on a regular basis with one or more representatives of the other to report material operational matters and, subject to Sections 7.1 and 7.2, respectively, any proposals to engage in material transactions; (iii) shall coordinate the record date for the quarterly dividends payable with respect to the Excel Common Stock, Excel Series A Preferred Stock, Excel Series B Preferred Stock and New Plan Common Shares and New Plan Preferred Shares, and (iv) shall promptly deliver to the other true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement. (b) During the period from the date of this Agreement until the earlier of the Effective DateTime and the termination of this Agreement, except as set forth in the CSI New Plan Disclosure ScheduleLetter, the RP Disclosure Schedule or as expressly contemplated by any other portion of this Agreement, unless both parties have Excel has consented in writing thereto, thereto which consent will shall not be unreasonably withheldwithheld or delayed, each partyNew Plan : 5.3.1 Shall(i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to the restrictions of this Agreement below; 5.3.2 Shall use its reasonable efforts(ii) shall not, and shall cause each of its Subsidiaries not to, acquire, enter into an option to use its reasonable effortsacquire or exercise an option or contract to acquire additional real property, encumber assets or commence construction of, or enter into any agreement or commitment to preserve intact its develop or construct (other than (A) tenant improvements, reimbursements and allowances in the ordinary course of business organization in accordance with past practice and goodwill(B) the Pending New Plan Transactions), keep available retail shopping center properties or other real estate projects, in an amount (together with acquisitions permitted under clause (xi) of this Section 7.3(b)) which exceeds $150,000,000 in the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with itaggregate; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (iii) shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate Declaration of incorporation or by-laws Trust (except for the Trust Amendments) and shall cause each of its Subsidiaries not to amend its articles of incorporation, by laws, partnership agreement, articles of organization or other governing documents, as the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)case may be; 5.3.5 Shall promptly notify the other party of (aiv) any material emergency or other material change in the condition shall not, and shall cause its Subsidiaries to not (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall not (a1) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof or pursuant to New Plan's dividend reinvestment plan and disclosed pursuant to this Agreement, issue any shares of its capital stockstock (except to New Plan), effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (b2) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or amend or permit the acceleration of vesting of any New Plan Options, (c3) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, directors except as expressly contemplated by this Agreement (and except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practicethe Employment Agreements contemplated by Schedule 7.3(b)(iv) of the New Plan Disclosure Letter providing for certain terms of employment for, and the payment waiver of cash bonuses to employees pursuant to and consistent with existing plans loan acceleration for, certain officers of New Plan) or programs, nor (d4) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are required by applicable law or are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall (v) shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, except (b1) except (x) regular quarterly dividends on the New Plan Common Shares and regular quarterly dividends on the Depositary Shares representing one-tenth of a share of New Plan Preferred Shares, as well as any other required dividends, distributions or payments with respect to such New Plan Preferred Shares, (which, with respect to the New Plan Common Shares, shall have record dates to the extent occurring prior to the Effective Time of June 30, 1998 and September 30, 1998 and corresponding payment dates of July 10, 1998 and October 10, 1998), and (y) a dividend in an amount equal to the greater of (I) the regular quarterly dividend per share of the New Plan Common Shares pro-rated for the period from July 1, 1998 (or October 1, 1998 if the Effective Time has not yet then occurred) up to and including the Closing Date and (II) the sum of (A) New Plan's estimated undistributed real estate investment trust taxable income (calculated without regard to the dividends paid deductions as defined in Section 561 of the Code and by excluding net capital gain) within the meaning of Section 857(b)(2) of the Code for New Plan's 1999 taxable year ending on the Closing Date and (B) New Plan's estimated undistributed net capital gain within the meaning of Section 857(b)(3) of the Code for New Plan's 1999 taxable year ending on the Closing Date, and (2) in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith)employee benefit plans of New Plan, directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action; (it being understood and agreed that for purposes of the foregoing, nor (c) split, combine or reclassify any of its capital stockNew Plan's regular quarterly dividend shall include increases to prior quarterly dividend amounts consistent with New Plan's past practice); 5.3.9 Shall (vi) except in the ordinary course of business consistent with past practice, shall not, and shall not permit any of its Subsidiaries to to, sell, lease mortgage or otherwise encumber or subject to any Encumbrances or otherwise dispose of, except by leasing in the ordinary course of business, (i) any material New Plan Properties or any of its assets (including capital stock of Subsidiariesor other interests in its Subsidiaries or (ii) any of its other assets which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall (vii) shall not, and shall not permit any of its Subsidiaries to, (ai) incur incur, assume or assume prepay any long-term or short-term debt or issue any debt securities except indebtedness for borrowed money in an amount in excess of (A) $150,000,000, which amounts will be applied to pay down outstanding borrowings under New Plan's existing lines of credit facilities or to matters specified in Section 7.3(b)(ii) and indebtedness for working capital (B) the amount necessary to consummate the Pending New Plan Transactions, in the ordinary course of business and refinancing of existing indebtedness each case in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component)a manner consistent with New Plan's past practice, (bii) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse (other than items for collection) or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, third party or (ciii) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to to, or (except as permitted by Section 7.3(b)(xi)) investments in, any other person, other than loans, advances and capital contributions to Subsidiaries; (dviii) pledge or otherwise encumber shares of capital stock of such party or its Subsidiariesshall not, nor (e) mortgage or pledge and shall not permit any of its material assetsSubsidiaries to, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent consolidated financial statements (or the notes thereto) of such party New Plan included in the New Plan Reports or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall (ix) shall not, and shall not settle permit any of its Subsidiaries to, enter into any contract, arrangement or compromise understanding which may result in total payments or liability by or to it in excess of $200,000, except (1) tenant reimbursements and allowances and leases entered into in the ordinary course consistent with past practice and (2) capital expenditures incurred in the ordinary course consistent with past practice; (x) shall not, and shall not permit any pending of its Subsidiaries to, enter into any contract, arrangement or threatened suitunderstanding with any officer, action director, consultant or claim relating affiliate of New Plan or any of its Subsidiaries (i) which is not in the ordinary course of business and consistent with past practices or (ii) where the amount involved exceeds $50,000. (xi) shall not acquire, enter into any contract, arrangement or understanding (whether or not binding) to acquire or announce any proposed acquisition of, 25% or more of the equity interests or all or substantially all of the assets, of another entity which has net assets in excess of $25,000,000, subject to the transaction contemplated herebylimitation in clause (ii) of this Section 7.3(b); 5.3.17 Shall (xii) shall not adopt a plan make any changes in its accounting methods or policies except as required by law, the SEC or generally accepted accounting principles; (xiii) shall maintain, and cause its Subsidiaries to maintain, insurance in such amounts and against such risks as are customary for companies like New Plan; and (xiv) shall not, and shall not permit any of complete or partial liquidationits Subsidiaries to, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not takeauthorize, or commit or agree in writing or otherwise to take, any of the actions described foregoing actions. (c) During the period from the date of this Agreement until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, except as set forth in the Excel Disclosure Letter or as contemplated by this Agreement, unless New Plan has consented in writing thereto (which consent shall not be unreasonably withheld or delayed), Excel: (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to the restrictions of this Agreement; (ii) shall not, and shall cause each of its Subsidiaries not to, acquire, enter into an option to acquire or exercise an option or contract to acquire additional real property, encumber assets or commence construction of, or enter into any agreement or commitment to develop or construct (other than (A) tenant improvements reimbursements and other allowances in the ordinary course of business consistent with past practice and (B) the Pending Excel Transactions), retail shopping center properties or other real estate projects, in an amount (together with acquisitions permitted under clause (xi) of this Section 5.3.1 through 5.3.17 7.3(c)) which exceeds $150,000,000 in the aggregate; (iii) shall not and shall cause each of its Subsidiaries not to amend its Charter (except for the Excel Charter Amendment) or Bylaws, partnership agreement, articles of organization or other governing documents, as the case may be; (iv) shall not and shall cause its Subsidiaries not to (1) except pursuant to the exercise of options, warrants, conversion rights, Down REIT units and other contractual rights existing on the date hereof or pursuant to its dividend reinvestment plan and disclosed pursuant to this Agreement or pursuant to the Excel Stock Dividend, issue any action that would shares of its capital stock (except to Excel), effect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction, (2) other than the issuance of the Excel Rights, grant, confer or award any option, warrant, conversion or other right to acquire any shares of its capital stock or amend the terms or permit the acceleration of any such option (except the issuance of Down REIT units in Pending Excel Transactions), (3) increase any compensation or enter into or amend any employment agreement with any of its present or future officers or directors except as expressly contemplated by this Agreement or (4) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are required by applicable law or are less favorable to participants in such plans and except for changes proposed in the Excel Proxy Statement for its 1998 Annual Meeting; (v) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, except (1) (x) regular quarterly dividends of $.50 per share on the representations Excel Common Stock and warranties regular quarterly dividends on the Excel Series A Preferred Stock and Excel Series B Preferred Stock as well as any other required dividends, distributions or payments with respect to such Excel Preferred Stock (which, with respect to the Excel Common Stock, shall have record dates, to the extent occurring prior to the Effective Time of a party hereto contained in this Agreement untrue or incorrect as June 30, 1998 and September 30, 1998, and corresponding payment dates of the date when made.July 10, 1998 and October 10, 1998)

Conduct of Businesses. Prior to Between the Effective date of this Agreement and the Closing Date, except the Parties hereto do hereby agree as follows: (a) PHMD shall cause Radiancy and each other member of the Radiancy Group to conduct the Radiancy Business only in the Ordinary Course of Business and in such a manner as to not cause a breach of any of the representations and warranties set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion Section 3.6 of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) DSKX shall conduct the DSKX Business only in the Ordinary Course of Business and in such a manner as to not cause a breach of any material litigation or material governmental complaints, investigations or hearings (or communications indicating that of the same may be contemplated), or representations and warranties set forth in Section 4.6 of this Agreement; (c) PHMD and DSKX shall each supply to the breach in any material respect other, (i) unaudited management prepared monthly balance sheets (including all intercompany eliminations) of any representation or warranty or covenant contained hereineach member of the Radiancy Group and Photomedex Technology, and (ii) the unaudited management prepared monthly consolidated balance sheets of DSKX and its consolidated Subsidiaries; 5.3.6 Shall promptly deliver (d) except for dividends and distributions that may be required in the Ordinary Course of Business to (i) pay professional fees and other related costs of PHMD in order to consummate the transactions contemplated by this Agreement and the Photomedex Technology Merger Agreement, (ii) pay professional fees and other party true related costs to comply with applicable securities laws, and correct copies (ii) the payment of any report, statement or schedule filed by salaries to senior executive officers of PHMD in amounts not in excess of the periodic payments made to such party with the SEC subsequent to individuals as at the date of this Agreement, PHMD shall not cause any member of the Radiancy Group or Photomedex Technology to make any distributions or dividends of cash or other property to PHMD or any other Affiliate of PHMD; 5.3.7 Shall (e) PHMD shall not (a) except pursuant cause or permit the Radiancy Group or Photomedex Technology to either defer the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares collection of its capital stockAccounts Receivable, effect any stock split or otherwise change its capitalization as it exists on accelerate the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares payment of its capital stockAccounts Payable and accrued expenses, and shall use its reasonable best effects to cause the Adjusted Working Capital of the Radiancy Group or Photomedex Technology to be at least $11,500,000 as at the Closing Date; (cf) increase any compensation DSKX shall not amend its articles of incorporation, certificate of incorporation, or enter into or amend any employment severance, termination bylaws or similar agreement with governing documents of any of its present Subsidiaries in a manner that would materially and adversely affect the economic benefits of the Mergers to the holders of PHMD’s common stock or future officers that would materially impede either Party’s ability to consummate the transactions contemplated by the Merger Agreements; (g) neither DSKX nor PHMD shall take any action that is intended to, would or directors, except for normal increases in compensation would be reasonably likely to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (d) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan result in any material respectof the conditions set forth in Section 2.12 not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except for changes which are less favorable to participants except, in such plans or every case, as may be required by applicable law; 5.3.8 Shall not (ah) declare, set aside or pay neither DSKX nor PHMD shall take any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiariesaction, or make knowingly fail to take any commitment for any such action, nor (cwhich action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) split, combine or reclassify any of its capital stockthe Code; 5.3.9 Shall not(i) without the prior written consent of the other Party, and neither DSKX nor PHMD shall not permit incur any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are materialindebtedness, individually or in the aggregate, except in the ordinary course aggregate (i) on behalf of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is DSKX in excess of $25,000 or1,000,000, in the aggregate, is or (ii) on behalf of PHMD in excess of $150,000; provided1,000,000, that none whether evidenced by notes, debentures, mortgages or leases required to be capitalized under GAAP; (j) without the prior written consent of the foregoing other Party, neither DSKX nor PHMD shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into incur incurring or amend any contract, agreement, commitment or arrangement providing for the taking obtain placement of any action which would be prohibited hereunderLiens on the assets and properties of DSKX, the DSKX Subsidiaries, the Radiancy Group or Photo-Tech, as applicable; 5.3.14 Shall not (ak) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)without the prior written consent of PHMD, other than the paymentissuance of shares of DSKX Common Stock constituting the DSKX Merger Shares, discharge DSKX shall not issue any shares of DSKX Common Stock or satisfaction any warrants, options, convertible preferred stock (including shares of business liabilities reflected DSKX Series A Preferred Stock), convertible notes or reserved against in, and contemplated by, other securities or rights issued or granted by DSKX entitling the financial statements (holder(s) thereof to purchase or the notes thereto) receive upon exercise or conversion of such party securities or incurred in the ordinary course rights, shares of business consistent with past practiceDSKX Common Stock at issuance prices, conversion prices or exercise prices below $2.00 per share; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.

Conduct of Businesses. (a) Conduct by WHG. Prior to the Effective DateTime, except as set forth unless either PAHOC -------------- or Patriot has consented in the CSI Disclosure Schedule, the RP Disclosure Schedule writing thereto or as contemplated unless otherwise specifically permitted by any other portion of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each partyWHG: 5.3.1 Shall, and (i) shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable best efforts, and shall cause each of its Subsidiaries WHG Subsidiary to use its reasonable best efforts, to preserve intact its their business organization organizations and goodwill, goodwill and keep available the services of its their respective officers (other than officers designated by the minority owners of the Partially-Owned Subsidiaries) and employees and maintain satisfactory relationships with those persons having business relationships with itmaterial employees; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (ii) shall confer on a regular basis with one or more representatives of the other party PAHOC, Acquisition Sub and Patriot to report on material operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall iii) shall promptly notify the other party PAHOC, Acquisition Sub and Patriot of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its their businesses or in the operation of its propertiestheir properties (including properties under management by WHG or any WHG Subsidiary), (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (iv) shall promptly deliver to the other party PAHOC, Acquisition Sub and Patriot true and correct copies of any report, statement or schedule filed by such party or with respect to it with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (v) shall, and shall cause each WHG Subsidiary to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted, subject to clauses (vi)-(xiv) below; (vi) shall not, and shall cause each Wholly Owned Subsidiary not to, and shall not authorize or give any Partially Owned Subsidiary consent to, acquire, enter into an option to acquire or exercise an option or contract to acquire additional real property or interests therein, incur or guarantee additional indebtedness, encumber assets or commence or guarantee construction of, or enter into any agreement or commitment to develop or construct or guarantee, other real estate projects; (vii) shall not amend the WHG Certificate or the WHG Bylaws, and shall cause each WHG Subsidiary not to amend its charter, bylaws, joint venture documents, partnership agreements or equivalent documents; (viii) shall not (aA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on other similar transaction, except pursuant to the date hereofExisting WHG Options or upon the conversion of any shares of WHG Preferred Stock, (bB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (cC) increase any compensation compensation, other than in the ordinary course of business consistent with past practice, or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (dD) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan WHG Benefit Plans in any material respect, except for changes which are less not more favorable to participants in such plans or as may be are otherwise required by to comply with applicable law; 5.3.8 Shall (ix) shall not (aA) declare, set aside or pay any dividend (except as required by the terms of the WHG Preferred Stock) or make any other distribution or payment with respect to any shares of its capital stock, or (bB) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its SubsidiariesPartially Owned Subsidiary, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall (x) shall not, shall cause all Wholly-Owned Subsidiaries not to, and shall not permit authorize or give any of its Subsidiaries to WHG Subsidiary consent to, sell, lease or otherwise dispose of, or agree to the sale, lease or other disposition of (A) any WHG Properties or any portion thereof or any of the capital stock of or partnership or other interests owned by WHG or any Wholly Owned Subsidiary in any WHG Subsidiary or (B) except in the ordinary course of business, any of its or their other assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall (xi) shall not, and shall not (a) incur authorize or assume give any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned SubsidiariesWHG Subsidiary consent to, make any loans, advances or capital contributions to to, or investments in, any other person, person (d) pledge except WHG or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asseta Wholly Owned Subsidiary); 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.

Conduct of Businesses. Prior to the Effective DateTime, except as set forth in the CSI Company Disclosure Schedule, the RP Disclosure Schedule Letter or as expressly contemplated by any other portion provision of this AgreementAgreement or the Stock Option Agreements, unless both parties have the Parent or the Company, respectively, has consented in writing thereto, which consent will not be unreasonably withheld, each party: 5.3.1 Shallof the Company and Parent: (a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall ; (b) shall use its commercially reasonable best efforts, and shall cause each of its Subsidiaries to use its commercially reasonable best efforts, to preserve intact its their business organization organizations and goodwill, keep available the services of its their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, them; (c) shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not amend its articles or certificate of incorporation or by-laws bylaws; (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall d) shall promptly notify the other party of (a) any material emergency or other material change in the its condition (financial or otherwise), of such party's ) or any Subsidiary's business, properties, assets, liabilities, prospects business or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications in writing indicating that the same such litigation, complaints, investigations or hearings may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall ; (e) shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement; 5.3.7 Shall ; (f) shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof hereof, or referred to in clause (ii) below and disclosed pursuant to this AgreementAgreement or in connection with transactions permitted by Section 7.1(i), issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists existed on the date hereof, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockstock except (x) the automatic awards to non-employee directors pursuant to the Western Atlas Inc. Director Stock Option Plan or the Bakex Xxxhxx Incorporated Long-Term Incentive Plan, (cy) increase any compensation the grant of options to new employees consistent with past practice or enter into pursuant to contractual commitments existing on the date of this Agreement, and (z) the grant of options by the Company or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases Parent prior to the Effective Time in compensation to employees not earning more than $50,000 in annual base compensation, amounts and at times consistent with past practice, and at exercise prices not less than the payment fair market value of cash bonuses to employees pursuant to and consistent with existing plans or programsthe underlying common stock on the date of grant and, nor (d) adopt any new employee benefit plan (including any stock optionin each case, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall not (a) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, (b) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and shall not permit any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (a) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such partyexceed 1.2 million shares of Company Common Stock, taken as a wholein the case of the Company, and 120% of the Total Option Dollars granted by the Parent, in the case of Parent, in the previous fiscal year (cprovided that for purposes of the foregoing the term "Total Option Dollars" shall mean the aggregate number of options granted multiplied by the exercise price thereof) other than to wholly-owned Subsidiaries, make any loans, advances and notwithstanding the provisions of Section 7.14 or capital contributions to or investments in, any other personprovision of this Agreement to the contrary, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge in the event the Company grants options to any of its material assetsemployees prior to the Effective Time, tangible or intangiblesuch employees will not be entitled to participate in option grants by Parent subsequent to the Effective Time for a period at least equal to one year subsequent to the grant of such options to Company employees (e.g., or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside if the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with Company follows its past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change granting options in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures July and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.Parent

Conduct of Businesses. Prior to the Effective DateTime, except as set forth in the CSI Principal Disclosure Schedule, Schedule or the RP Coventry Disclosure Schedule or as contemplated by any other portion provision of this Agreement, unless both parties have the other party has consented in writing thereto, which consent will shall not be unreasonably withheld, each party: 5.3.1 Shallof Newco, Coventry and Principal shall, and shall cause each of its respective Subsidiaries to, : (a) conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (b) use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, efforts to preserve intact its business organization organizations and goodwill, keep available the services of its respective officers and employees and maintain satisfactory relationships with those persons having business relationships with itthem; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall (c) confer on a regular basis with one or more representatives of the other party parties hereto to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall (d) not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock)respective Organizational Documents; 5.3.5 Shall (e) notify promptly notify the other party parties hereto of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilitiesliabilities or prospects, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (f) deliver promptly deliver to the other party parties hereto true and correct copies of (i) with respect to Coventry, any report, statement or schedule filed by such party with the SEC subsequent Commission; (ii) with respect to Principal, (A) audited financial statements, together with a report thereon of Ernst & Young LLP, independent certified public accountant, prepared for the date of this Agreementperiod ending December 31, 1997 and delivered to Coventry on or before March 15, 1998; 5.3.7 Shall (g) not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists existed on the date hereof, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, other than options granted to new employees hired after the date hereof under the Coventry Stock Option Plans, (ciii) except as contemplated by the provisions hereof increase any compensation to employees or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees officers pursuant to and consistent with existing plans or programsprograms or officers that shall be hired after the date hereof in the usual, nor regular and ordinary course of business and changes to existing Coventry employment agreements approved by its Board of Directors as consideration for the waiver by employee parties thereto of the acceleration of the vesting thereof resulting from consummation of the transactions contemplated by this Agreement, or (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable do not increase the benefits to participants in such plans or and except as may be required by applicable lawcontemplated herein; 5.3.8 Shall (h) not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stockstock (except, in the case of Coventry, any dividends owing on the Coventry Preferred Stock and, in the case of Principal, cash dividends) or (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith)employee benefit plans, directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor (c) split, combine or reclassify any of its capital stock; 5.3.9 Shall not(i) not acquire, except as expressly contemplated by this Agreement or as disclosed in the Principal Disclosure Schedule or Coventry Disclosure Schedule, direct or indirect control over any corporation, association, firm or organization, other than in connection with mergers, acquisitions, or other transactions approved in writing in advance by the other, or involving consideration valued in the aggregate not in excess of (i) with respect to Coventry, $10,000,000 for all such transactions and shall (ii) with respect to Principal, $10,000,000 for all such transactions; (j) execute, with respect to Principal, a Restructuring Plan, in the form as developed by Principal with the reasonable approval of Coventry; (k) not permit enter into or amend any of material agreement (including, without limitation, any agreement with its Subsidiaries to senior lenders); (l) not (i) sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiariesexcept for Excluded Assets) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not business or (aii) incur or assume sell any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangibleSubsidiaries; (m) not take any actions that would, or create or suffer to create would be reasonably likely to, adversely affect the status of (i) the Exchange as a non-taxable exchange described in Section 351 of the Code and (ii) the Principal Contribution as a non-taxable exchange described in Section 351 of the Code; (n) inform the other parties hereto regarding (i) the progress of any material mortgageclaim, lienaction, pledgesuit, chargelitigation, security interest proceeding, arbitration, investigation, audit, or encumbrance controversy relating to Taxes or (ii) any change of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease its methods of reporting income or dispose of any assets outside the ordinary course of business or any assets which deductions for federal income Tax purposes from those employed in the aggregate are material to such party taken as a wholepreparation of its federal income Tax Return for the taxable year ending December 31, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except 1996, except as may be required as a result of a change in law by law; and (o) not (i) make or in GAAP, shall not change rescind any material express or deemed election relating to Taxes of the accounting principles Principal Subsidiaries or practices used by such party; 5.3.13 Shall not (aii) acquire (by merger, consolidation make a request for a Tax Ruling or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract a Closing Agreement, settlements or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election compromise with respect to such party any material Tax matter or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madePrincipal Subsidiaries.

Conduct of Businesses. (i) Prior to the Effective Date, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion of this AgreementClosing, unless both parties have the other party has consented in writing thereto, which consent will not be unreasonably withheld, each partyBedford and SQ Bank: 5.3.1 Shall(A) Shall use their reasonable best efforts, and shall cause each of its their respective Subsidiaries to use their reasonable best efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees; (B) Shall promptly notify the other of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of their businesses or in the operation of their properties, any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) of or before any Governmental Entity, or the breach in any material respect of any representation or warranty contained herein; (ii) Prior to the Closing Date, unless Bedford has consented in writing thereto, SQ Bank shall, shall cause SQ Bank to, conduct : (A) Conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall not (B) Not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles Certificate of Incorporation of CSI are amended to authorize the CSI Preferred Stock); 5.3.5 Shall promptly notify the other party of (a) any material emergency or Bylaws or other material change organizational documents, in the condition (financial or otherwise)each case as amended, of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent supplemented and/or restated to the date of this Agreementhereof; 5.3.7 Shall not (aC) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, Not (i) issue any shares of its capital stock, effect any stock split split, reverse stock split, stock dividend, recapitalization or otherwise change its capitalization as it exists on the date hereofother similar transaction, (bii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its their capital stock, (ciii) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (div) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable lawplans; 5.3.8 Shall not (aD) Not (i) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock, or (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith), directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiariesstock, or make any commitment for any such actionaction except for the redemption of the SQ Bank Preferred Stock, nor if required, in accordance with its terms; and (cE) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and shall not permit any of its Subsidiaries to Not sell, lease or otherwise dispose of, except in the ordinary course of business, any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; 5.3.10 Shall not (aF) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (b) except for obligations of wholly-owned Subsidiaries; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such party, taken as a whole, (c) other than to wholly-owned Subsidiaries, make any loans, advances or capital contributions to or investments in, any other person, (d) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not Not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, and or contemplated by, the most recent audited consolidated financial statements (or the notes thereto) of such party SQ Bank delivered to Bedford in accordance with Section 2(a) hereof or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle (G) Not enter into any commitment, contract or compromise agreement other than in the ordinary course of business; and (H) Not enter into any pending commitment, contract or threatened suitagreement with any officer, action director, consultant or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan affiliate of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when madeSQ Bank.

Conduct of Businesses. Prior From the date hereof to the Effective DateTime, except as set forth in the CSI Pac Rim Disclosure Schedule, the RP Disclosure Schedule Letter or as contemplated by any other portion provision of this Agreement, unless both parties have Parent has consented in writing thereto, which consent will not be unreasonably withheld, each partyPac Rim and its Subsidiaries: 5.3.1 Shall, and (a) shall cause each of its Subsidiaries to, conduct its their operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; 5.3.2 Shall (b) shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, their best commercial efforts to preserve intact its their business organization and goodwill, keep available the services of its their officers and employees and maintain satisfactory relationships with those persons having business relationships with itthem; 5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, (c) shall confer on a regular basis with one or more representatives of the other party Parent to report operational matters of materiality and any proposals to engage in material transactions; 5.3.4 Shall (d) shall not amend its articles their Certificates of Incorporation or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize Incorporation, as the CSI Preferred Stock)case may be, or Bylaws; 5.3.5 Shall (e) shall promptly notify the other party Parent of (ai) any material emergency or other material change in the condition (financial or otherwise), of such partyPac Rim's or any of its Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (bii) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated)hearings, or (ciii) the breach in any material respect of any representation or warranty or covenant contained herein; 5.3.6 Shall (f) shall timely file all reports required by applicable securities laws, rules or regulations to be filed with the SEC and promptly deliver to the other party Parent true and correct copies of any report, statement or schedule filed by such party Pac Rim with the SEC subsequent to the date of this Agreement; 5.3.7 Shall (g) shall not (ai) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, effect (bh) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, (c) increase any compensation or enter into or amend any employment severance, termination or similar agreement with any of its present or future officers or directors, except for normal increases in compensation to employees not earning more than $50,000 in annual base compensation, consistent with past practice, and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs, nor (d) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law; 5.3.8 Shall shall not (ai) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stockstock for purposes other than satisfying its obligation to pay interest when due under the Debenture/Warrant Agreement; provided, however, on the Closing Date, Pac Rim shall pay all interest accrued but unpaid as of such date under the Debenture/Warrant Agreement; (bii) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based RP Pac Rim Benefit Plans or as required or otherwise contemplated by this Agreement (including any refinancing in connection therewith)Plans, directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action, nor action or (ciii) split, combine or reclassify any of its capital stock; 5.3.9 Shall not, and (i) shall not permit any of its Subsidiaries to acquire, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business, consistent with past practice; 5.3.10 Shall (j) shall not (ai) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit and indebtedness for working capital in the ordinary course of business and refinancing of existing indebtedness in the same amount and on substantially the same terms business; (and except that either party may incur indebtedness for the payment of expenses related to the transactions contemplated by this Agreement and any financing therefor, provided such indebtedness does not include any material prepayment penalty or equity component), (bii) except for obligations of wholly-owned SubsidiariesSubsidiaries of Pac Rim; assume, guaranteeguaranty, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practices in an amount not material to such partyPac Rim and its Subsidiaries, taken as a whole, ; (ciii) other than to wholly-owned SubsidiariesSubsidiaries of Pac Rim, make any loans, advances or capital contributions to or investments in, any other person, ; (div) pledge or otherwise encumber shares of capital stock of such party or its Subsidiaries, nor (e) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to create any material mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset; 5.3.11 Shall not acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to such party taken as a whole, or enter into any commitment or transaction outside the ordinary course of business consistent with past practice which would be material to such party taken as a whole; 5.3.12 Except as may be required as a result of a change in law or in GAAP, shall not change any of the accounting principles or practices used by such party; 5.3.13 Shall not (a) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or any equity interest therein, (b) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to such party taken as a whole, (c) authorize any new capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, is in excess of $150,000; provided, that none of the foregoing shall limit any capital expenditure within the aggregate amount previously authorized by such party's Board of Directors for capital expenditures and written evidence thereof has been previously provided to the other party, nor (d) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action which would be prohibited hereunder; 5.3.14 Shall not (a) make any Tax election with respect to such party or its Subsidiaries or settle or compromise any Tax liability material to such party or its Subsidiaries taken as a whole or (b) file or cause to be filed any amended Return or claims for refund with respect to such party or its Subsidiaries; 5.3.15 Shall not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of business liabilities reflected or reserved against in, and contemplated by, the financial statements (or the notes thereto) of such party or incurred in the ordinary course of business consistent with past practice; 5.3.16 Shall not settle or compromise any pending or threatened suit, action or claim relating to the transaction contemplated hereby; 5.3.17 Shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; or 5.3.18 Shall not take, or agree in writing or otherwise to take, any of the actions described in Section 5.3.1 through 5.3.17 or any action that would make any of the representations and warranties of a party hereto contained in this Agreement untrue or incorrect as of the date when made.of