Common use of Conduct of the Companies’ Business Clause in Contracts

Conduct of the Companies’ Business. (a) Seller agrees that, during the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, except as (1) required by applicable Law, (2) set forth in Section 4.1 of the Seller Disclosure Schedule or (3) consented to by Buyer in writing (which consent shall not be unreasonably withheld or delayed), Seller shall cause each of the Companies and their Subsidiaries to: (i) conduct their respective businesses and operations in the ordinary course of business and in accordance with applicable Law, except as expressly contemplated by this Agreement; (ii) use commercially reasonable efforts to keep available the services of their respective employees and maintain the relations and good will with suppliers, customers, affinity partners, creditors, employees, agents and others having business relationships with the Companies and their Subsidiaries; (iii) maintain the assets of the Companies and their Subsidiaries in good repair, order and condition, maintain insurance that is reasonable, in both scope and amount, in light of the risks attendant to the Business, replace in accordance with past practice inoperable or worn out assets with modern assets of comparable quality, invest in capital expenditures in the ordinary course of business and, in the event of a casualty, loss or damage to any of such assets prior to the Closing Date, repair or replace such assets, unless otherwise consented to by Buyer in writing; (iv) promptly notify Buyer in writing upon receipt of Knowledge that there has been an occurrence, or failure to occur, of any event, which occurrence or failure to occur has caused any representation or warranty of Seller that is contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at such time. (v) maintain, in all material respects, in good standing all permits, and authorization of any Governmental Entity related to the Business and any applications therefor; (vi) pay all Pre-Closing Tax Period Taxes that become due and payable during such period, or contest such Pre-Closing Tax Period Taxes in good faith with appropriate reserves held in accordance with GAAP; and (vii) spend as least 80% of the cumulative amounts set forth in Section 4.1(a)(vii) of the Seller Disclosure Schedule. (b) In addition, subject to the foregoing Section 4.1(a), Seller shall procure that each of the Companies and their Subsidiaries shall not: (i) authorize or effect any amendment to or change its Organizational Documents in any respect; (ii) except in connection with the Inter-Company Agreements, declare, set aside or pay any dividend or distribution on or in respect of any of its Equity Interests, or make any payment or transfer of consideration of any kind to any Affiliate or relative of any such Affiliate, other than salary and ordinary expense reimbursement to employees; (iii) issue or authorize the issuance of any Equity Interests or grant any options, warrants, or other rights to purchase or obtain any of its Equity Interests or issue, sell or otherwise dispose of any of its Equity Interests; (iv) issue any note, bond, or other debt security, or create, incur, assume or guarantee any Indebtedness or any capitalized lease obligation; (v) except in the ordinary course of business and other than the New Inter-Company Agreements, enter into any Contract, or amend, modify or waive any right under any existing Contract, in each case, with any Affiliate of the Companies; (vi) other than in the ordinary course of business, enter into, accelerate, terminate, modify or cancel or waive any material right under any Company Contract; (vii) except in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of the material property or assets of the Business other than pursuant to existing Contracts or commitments; (viii) make any capital expenditure, or commitments therefor, in excess of $3,000,000; (ix) cancel, compromise or settle any material claim, or intentionally waive or release any material rights, of any of the Companies or their Subsidiaries, except in respect of any Excluded Litigation Matter; (x) adopt, enter into, amend, alter, or terminate any Company Plan or any employment agreement with any executive level employee or grant or agree to grant any increase in the wages, salary, bonus or other compensation, remuneration or benefits of any executive-level employee of any of the Companies or their Subsidiaries, except as required under applicable Law, any existing Company Plan or any existing employment agreement; (xi) except with respect to the elimination of any reserve relating exclusively to a matter to be assumed by Seller prior to Closing, make any changes to their accounting methods or principles, other than as may be required by Law, GAAP or generally accepted accounting principles in the jurisdictions of incorporation of the relevant Company or Subsidiary; (xii) make any material Tax election or changes to their Tax accounting methods or principles, other than as required by Law, or settle or compromise any material liability relating to Taxes of the Companies or their Subsidiaries; (xiii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit; (xiv) adopt any material change in the policies or practices of the Companies or their Subsidiaries with regard to the extension of discounts or credit to customers or collection of receivables from customers; and (xv) agree or otherwise commit to take any of the actions prohibited by the foregoing clauses (i) through (xiv). (c) Seller agrees, during the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, (i) not to directly or indirectly sell or otherwise dispose of any of its Equity Interests in the Companies or any of their Subsidiaries; (ii) not to copy, reproduce or in any way retain or use, other than as expressly permitted by the Inter-Company Agreement, or New Inter- Company Agreements, any portion of the Company Intellectual Property (unless Seller has an independent right to such Company Licensed Intellectual Property) (including source code) in a manner that would infringe or otherwise violate the Company Intellectual Property; (iii) not to copy the source code of the Loyalty Open Logic Architecture platform; (iv) to assign to the Companies or the Subsidiaries Intellectual Property that is owned by the Seller and is used exclusively by the Companies and their Subsidiaries as of the Closing Date; and (v) to perform in all material respects its obligation under and as set forth in the Inter-Company Agreements.

Conduct of the Companies’ Business. (a) Seller agrees that, during the period from From the date of this Agreement and until the earlier of the Closing or the termination of this Agreement, whichever first occurs, Sellers and the Companies will operate and conduct the business of the Companies diligently and only in the Ordinary Course of Business and not make any material change in the methods of accounting (except as (1) required by applicable LawGAAP), (2) set forth in Section 4.1 management, marketing or operations of any of the Seller Disclosure Schedule or (3) Companies. Between the date hereof and the Closing, and except as otherwise consented to by Buyer in writing (which consent shall not be unreasonably withheld or delayed)writing, Seller shall Sellers will cause each of the Companies and their Subsidiaries to: (ia) conduct their respective businesses subject to the terms and operations in the ordinary course conditions of business and in accordance with applicable Law, except as expressly contemplated by this Agreement; (ii) , use commercially reasonable efforts to keep available the services of their respective present employees and maintain preserve the relations goodwill, reputation and good will with suppliers, customers, affinity partners, creditors, employees, agents and others having business present relationships with the Companies and their Subsidiaries; (iii) maintain the assets of the Companies and their Subsidiaries in good repairbusiness with partners, order suppliers, customers, licensors and condition, maintain insurance that is reasonable, in both scope and amount, in light of the risks attendant to the Business, replace in accordance others having business relations with past practice inoperable or worn out assets with modern assets of comparable quality, invest in capital expenditures in the ordinary course of business and, in the event of a casualty, loss or damage to any of such assets prior to the Closing Date, repair or replace such assets, unless otherwise consented to by Buyer in writingthem; (ivb) promptly notify Buyer use commercially reasonable efforts to preserve the value of their business; (c) except as required under the Partnership Agreement in writing upon receipt respect of Knowledge that there has been an occurrencepartnership interests in the Partnership, not issue, deliver or sell, or failure to occurauthorize or propose the issuance, delivery or sale of, any shares of capital stock of any eventCompany or other equity interests of any Company, which occurrence or failure any securities convertible into, or any rights, warrants, calls, subscriptions or options to occur has caused acquire, any such shares or equity interests; (d) not sell, lease, license, encumber or otherwise dispose of, or agree to sell, lease, license, encumber or otherwise dispose of, any of their assets, other than in the Ordinary Course of Business; (e) not take or omit to take, or agree to commit to take or omit to take, any action that would make any representation or warranty of any Seller that is contained in this Agreement to be untrue or Party hereunder inaccurate in any material respect at at, or as of any time from the date of this Agreement to prior to, the Closing as if such representation and warranty were made at such time. (v) maintain, in all material respects, in good standing all permits, and authorization of any Governmental Entity related to the Business and any applications thereforDate; (vif) comply with all material legal requirements and contractual liabilities applicable to the operations and business of the Companies and timely pay all Pre-Closing Tax Period applicable Taxes that become when due and payable during such period, or contest such Pre-Closing Tax Period Taxes in good faith with appropriate reserves held in accordance with GAAPpayable; and (viig) spend as least 80% except for the payment of distributions by the Partnership to its partners related to or attributable to the operations of the cumulative amounts set forth Partnership in Section 4.1(a)(vii) of the Seller Disclosure Schedule. (b) In addition2006, subject not make or pay, or agree to the foregoing Section 4.1(a)make or pay, Seller shall procure that each of the Companies and their Subsidiaries shall not: (i) authorize or effect any amendment to or change its Organizational Documents in any respect; (ii) except in connection with the Inter-Company Agreements, declare, set aside any dividends or pay any dividend or distribution on or distributions in respect of any of its Equity Interests, or make any payment or transfer of consideration of any kind to any Affiliate or relative of any such Affiliate, other than salary and ordinary expense reimbursement to employees; (iii) issue or authorize the issuance of any Equity Interests or grant any options, warrants, or other rights to purchase or obtain any of its Equity Interests or issue, sell or otherwise dispose of any of its Equity Interests; (iv) issue any note, bond, or other debt security, or create, incur, assume or guarantee any Indebtedness or any capitalized lease obligation; (v) except partnership interests in the ordinary course of business and other than the New Inter-Company Agreements, enter into any Contract, or amend, modify or waive any right under any existing Contract, in each case, with any Affiliate of the Companies; (vi) other than in the ordinary course of business, enter into, accelerate, terminate, modify or cancel or waive any material right under any Company Contract; (vii) except in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of the material property or assets of the Business other than pursuant to existing Contracts or commitments; (viii) make any capital expenditure, or commitments therefor, in excess of $3,000,000; (ix) cancel, compromise or settle any material claim, or intentionally waive or release any material rights, of any of the Companies or their Subsidiaries, except in respect of any Excluded Litigation Matter; (x) adopt, enter into, amend, alter, or terminate any Company Plan or any employment agreement with any executive level employee or grant or agree to grant any increase in the wages, salary, bonus or other compensation, remuneration or benefits of any executive-level employee of any of the Companies or their Subsidiaries, except as required under applicable Law, any existing Company Plan or any existing employment agreement; (xi) except with respect to the elimination of any reserve relating exclusively to a matter to be assumed by Seller prior to Closing, make any changes to their accounting methods or principles, other than as may be required by Law, GAAP or generally accepted accounting principles in the jurisdictions of incorporation of the relevant Company or Subsidiary; (xii) make any material Tax election or changes to their Tax accounting methods or principles, other than as required by Law, or settle or compromise any material liability relating to Taxes of the Companies or their Subsidiaries; (xiii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit; (xiv) adopt any material change in the policies or practices of the Companies or their Subsidiaries with regard to the extension of discounts or credit to customers or collection of receivables from customers; and (xv) agree or otherwise commit to take any of the actions prohibited by the foregoing clauses (i) through (xiv)Partnership. (c) Seller agrees, during the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, (i) not to directly or indirectly sell or otherwise dispose of any of its Equity Interests in the Companies or any of their Subsidiaries; (ii) not to copy, reproduce or in any way retain or use, other than as expressly permitted by the Inter-Company Agreement, or New Inter- Company Agreements, any portion of the Company Intellectual Property (unless Seller has an independent right to such Company Licensed Intellectual Property) (including source code) in a manner that would infringe or otherwise violate the Company Intellectual Property; (iii) not to copy the source code of the Loyalty Open Logic Architecture platform; (iv) to assign to the Companies or the Subsidiaries Intellectual Property that is owned by the Seller and is used exclusively by the Companies and their Subsidiaries as of the Closing Date; and (v) to perform in all material respects its obligation under and as set forth in the Inter-Company Agreements.

Conduct of the Companies’ Business. Except as expressly provided herein, between the date hereof and the Closing, except with the prior written consent of PREIT, each Company shall (and the TRO Shareholders will cause each Company to): (a) Seller agrees thatcarry on its business in, during and only in, the period from usual, regular and ordinary course, consistent with past practice and the date of this Agreement until provisions hereof and in compliance with all applicable Laws, Authorizations and Contracts (including, without limitation, those required to be identified in the earlier of the Closing or the termination of this Agreement, except as (1) required by applicable Law, (2) set forth in Section 4.1 of the Seller TRO Disclosure Schedule or (3) consented to by Buyer in writing (which consent shall not be unreasonably withheld or delayedLetter), Seller shall cause each of the Companies preserve intact its present business organization, maintain its corporate existence and their Subsidiaries to: (i) conduct their respective businesses and operations in the ordinary course of business and in accordance with applicable Law, except as expressly contemplated by this Agreement; (ii) use commercially all reasonable efforts to keep available the services of their respective its present officers and employees and maintain the relations and good will to preserve its relationships with suppliersclients, customerscontractors, affinity partners, creditors, employees, agents and others having business relationships dealings with it to the Companies end that its goodwill and their Subsidiariesbusiness shall be unimpaired at the Closing; (iiib) pay and discharge all of its debts, liabilities and obligations as they become due; (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried by it; (d) maintain its facilities and assets in the assets same state of the Companies and their Subsidiaries in good repair, order and conditioncondition as they were on the date hereof, reasonable wear and tear excepted; (e) maintain insurance its books of account and records in the usual, regular and ordinary manner and use best efforts to maintain in full force and effect all of its Authorizations; (f) maintain its S corporation status for federal and state income tax purposes (it being expressly understood that is reasonable, in both scope and amount, in light the consummation of the risks attendant TRO Recap and the TRO Consolidation immediately prior to Closing will, however, result in a termination of such status); (g) not enter into, assume or amend any Contract of a type described in Section 3.12(a)(iii); (h) not take any action, fail to take any action or permit to occur any event that would cause or constitute a breach of or inaccuracy in any representation or warranty of the TRO Shareholders set forth herein if made immediately after such event or at the Closing or that would have been required (or result in any situation that would be required) to be disclosed hereunder had such action or inaction been taken or failed to have occurred or had such event occurred prior to the Business, replace in accordance date hereof; (i) not increase salaries or other compensation of its officers or directors or any other employee other than normal year-end merit increases for employees (other than employees with past practice inoperable or worn out assets with modern assets of comparable quality, invest in capital expenditures which employment agreements are to be executed as contemplated herein) made in the ordinary course of such Company's business and, in the event of a casualty, loss or damage to any of such assets prior to the Closing Date, repair or replace such assets, unless otherwise consented to by Buyer in writingconsistent with past practice; (ivj) promptly notify Buyer not make any change in writing upon receipt its authorized or issued capital stock, grant any stock option or other right to purchase its shares of Knowledge that there has been an occurrencecapital stock or other securities, issue or failure make any commitment to occur, of any event, which occurrence or failure to occur has caused any representation or warranty of Seller that is contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at such time. (v) maintain, in all material respects, in good standing all permits, and authorization of any Governmental Entity related to the Business and any applications therefor; (vi) pay all Pre-Closing Tax Period Taxes that become due and payable during such period, or contest such Pre-Closing Tax Period Taxes in good faith with appropriate reserves held in accordance with GAAP; and (vii) spend as least 80% of the cumulative amounts set forth in Section 4.1(a)(vii) of the Seller Disclosure Schedule. (b) In addition, subject to the foregoing Section 4.1(a), Seller shall procure that each of the Companies and their Subsidiaries shall not: (i) authorize or effect any amendment to or change its Organizational Documents in any respect; (ii) except in connection with the Inter-Company Agreements, declare, set aside or pay any dividend or distribution on or in respect of issue any of its Equity Interestssecurities including any securities convertible into capital stock, grant any registration rights or purchase, redeem, retire or make any payment or transfer of consideration other acquisition of any kind to any Affiliate or relative shares of any such Affiliate, other than salary and ordinary expense reimbursement to employees; (iii) issue or authorize the issuance of any Equity Interests or grant any options, warrants, its capital stock or other rights to purchase or obtain any of its Equity Interests or issue, sell or otherwise dispose of any of its Equity Interests; securities (iv) issue any note, bond, or other debt security, or create, incur, assume or guarantee any Indebtedness or any capitalized lease obligation; (v) except in the ordinary course of business and other than the New Inter-Company Agreements, enter into any Contract, or amend, modify or waive any right under any existing Contractexcept, in each case, with any Affiliate of the Companies; (vi) other than in the ordinary course of business, enter into, accelerate, terminate, modify or cancel or waive any material right under any Company Contract; (vii) except in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of the material property or assets of the Business other than pursuant to existing Contracts or commitments; (viii) make any capital expenditure, or commitments therefor, in excess of $3,000,000; (ix) cancel, compromise or settle any material claim, or intentionally waive or release any material rights, of any of the Companies or their Subsidiaries, except in respect of any Excluded Litigation Matter; (x) adopt, enter into, amend, alter, or terminate any Company Plan or any employment agreement with any executive level employee or grant or agree to grant any increase in the wages, salary, bonus or other compensation, remuneration or benefits of any executive-level employee of any of the Companies or their Subsidiaries, except as required under applicable Law, any existing Company Plan or any existing employment agreement; (xi) except with respect to the elimination of any reserve relating exclusively to a matter to be assumed by Seller prior to Closing, make any changes to their accounting methods or principles, other than as may be required by Law, GAAP or generally accepted accounting principles in connection with the jurisdictions of incorporation TRO Recap and as described in Sections 3.4(a) and 3.21 of the relevant Company or SubsidiaryTRO Disclosure Letter); (xiik) make any material Tax election not amend its certificate or changes to their Tax accounting methods articles of incorporation or principlesbylaws (or equivalent governing documents) (except, other than in each case, as may be required by Law, or settle or compromise any material liability relating to Taxes in connection with the TRO Recap and as described in Sections 3.4(a) and 3.21 of the Companies or their SubsidiariesTRO Disclosure Letter); (xiiil) acquire (by merger, consolidation not enter any Contract with any TRO Shareholder or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit; (xiv) adopt any material change in the policies or practices of the Companies or their Subsidiaries with regard to the extension of discounts or credit to customers or collection of receivables from customersTRO Affiliate; and (xvm) agree not enter into any agreement or otherwise commit understanding to take do or engage in any of the actions prohibited by the foregoing clauses (i) through (xiv)actions. (c) Seller agrees, during the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, (i) not to directly or indirectly sell or otherwise dispose of any of its Equity Interests in the Companies or any of their Subsidiaries; (ii) not to copy, reproduce or in any way retain or use, other than as expressly permitted by the Inter-Company Agreement, or New Inter- Company Agreements, any portion of the Company Intellectual Property (unless Seller has an independent right to such Company Licensed Intellectual Property) (including source code) in a manner that would infringe or otherwise violate the Company Intellectual Property; (iii) not to copy the source code of the Loyalty Open Logic Architecture platform; (iv) to assign to the Companies or the Subsidiaries Intellectual Property that is owned by the Seller and is used exclusively by the Companies and their Subsidiaries as of the Closing Date; and (v) to perform in all material respects its obligation under and as set forth in the Inter-Company Agreements.