Common use of GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Clause in Contracts

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder ------------------------------------------------- represents, warrants and covenants to RHI, Principal and Household, as of the date of this Agreement and the Effective Time, as follows: (a) Stockholder is the record and beneficial owner of the number of shares of RHI Common Stock set forth opposite such Stockholder's name in Schedule A hereto, as such Schedule is amended or modified pursuant to Section 5 hereof (the "Stockholder's Shares" or such "Shares"). Except for the Stockholder's Shares, Stockholder is not the record or beneficial owner of any other shares of RHI Common Stock and, except as set forth in Schedule B hereto, does not own, or have the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock or any security convertible into shares of RHI Common Stock ("Options"). (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due execution and delivery of this Agreement by the other parties hereto, shall constitute the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or bound or to which the Stockholder's Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder, the Stockholder's Shares or Options. (c) The Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under the Transfer Agreement. (d) No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder. (e) The Stockholder understands and acknowledges that Household and Sub are entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. In connection with the Merger, the Merger Agreement or any transaction contemplated in connection therewith, (i) effective as of the Effective Time, Stockholder hereby terminates and cancels the Transfer Agreement, without any cost or expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder or the Surviving Corporation and (ii) pending such termination and cancellation, Stockholder shall not enforce any provision of the Transfer Agreement against any of the foregoing parties. Household represents, warrants and covenants to RHI, Stockholder and Principal, as of the date of this Agreement and the Effective Time, as follows: (aa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by Household and Sub, as applicable, and assuming due execution and delivery of this Agreement by the other parties thereto, shall constitute the legal, valid and binding obligation of Household and Sub, as applicable, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger or the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Household or Sub is a party or bound. Execution and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing. (bb) Household and Sub understand and acknowledge that each of the Stockholder, RHI and Principal is entering into this Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, RHI and Principal to perform their respective covenants and obligations under the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder and the GECC Stockholder Agreement is attached hereto as Exhibits A through J, respectively. RHI represents, warrants and covenants to Stockholder, Household, Sub and Principal, as of the date of this Agreement and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by RHI, and assuming due execution and delivery by the other parties thereto, each shall constitute the legal, valid and binding obligation of RHI enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger and the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirements, if any, of the OTS, the OCC and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder ------------------------------------------------- 9.1 The Grantor represents, warrants and covenants, which representations, warranties and covenants to RHI, Principal shall survive execution and Household, as of the date delivery of this Agreement and the Effective TimeAgreement, as follows: (a) Stockholder is except for the record interest granted to the Noteholders herein, rights disclosed in Section 2.5 and beneficial as disclosed on SCHEDULE 9.1, the Grantor is, and as to Collateral acquired from time to time after the date hereof, the Grantor will be, the owner of all the number of shares of RHI Common Stock set forth opposite such Stockholder's name in Schedule A heretoCollateral free from any lien, as such Schedule is amended security interest, encumbrance or modified pursuant to Section 5 hereof (the "Stockholder's Shares" other right, title or such "Shares"). Except for the Stockholder's Shares, Stockholder is not the record or beneficial owner interest of any other shares person, and the Grantor shall defend the Collateral against all claims and demands of RHI Common Stock and, except as set forth in Schedule B hereto, does not own, or have all persons at any time claiming the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock same or any security convertible into shares of RHI Common Stock ("Options")interest therein adverse to the Noteholders. (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due execution and delivery of this Agreement by the other parties hereto, shall constitute the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other disclosed on SCHEDULE 9.1, there is no financing statement (or similar laws and general principles statement or instrument of equity. Other than registration under the Transfer Agreement, neither the execution and delivery law of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result any jurisdiction) now on file or registered in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction public office covering any interest of any kind in the Collateral, or intended to cover any such interest, which has not been terminated or released by the Stockholder is a secured party named therein, and so long as any Notes remain outstanding or bound any of the Secured Obligations of the Grantor remain unpaid, the Grantor will not execute and there will not be on file in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to which be filed in respect of and covering the Stockholder's Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary security interest hereby granted to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder, the Stockholder's Shares or OptionsNoteholders. (c) The Stockholderat the Grantor's Shares and own expense, the certificates representing such Shares are now and Grantor will keep the Collateral (i) in good condition at all times during the term hereof will be held by the Stockholder(normal wear and tear excepted) and maintain same in accordance with all manufacturer's specifications and requirements, or by a nominee or custodian for the benefit of the Stockholder, and (ii) free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoeverliens and encumbrances, except for the liens granted or permitted hereby; and without the consent of the Noteholders, the Grantor will not sell, transfer, change the registration, if any, dispose of, attempt to dispose of, substantially modify or abandon the Collateral or any such encumbrances part thereof other than sales of inventory in the ordinary course of business and the disposition of obsolete or proxies arising hereunder or under worn-out equipment in the Transfer Agreementordinary course of business. (d) No brokerthe chief executive office and chief place of business of Vyteris is located at 00-00 Xxxxxxx Xxxxx, investment bankerFairlawn, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf New Jersey 07410. The Grantor will not move its chief executive office and chief place of the Stockholder. (e) The Stockholder understands and acknowledges that Household and Sub are entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. In connection with the Merger, the Merger Agreement or any transaction contemplated in connection therewith, business until (i) effective it shall have given to the Noteholders not less than 30 days' prior written notice of its intention to do so, clearly describing such new location and providing such other information in connection therewith as of the Effective TimeNoteholders may reasonably request, Stockholder hereby terminates and cancels the Transfer Agreement, without any cost or expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder or the Surviving Corporation and (ii) pending with respect to such termination and cancellationnew location, Stockholder it shall not enforce any provision have taken such action, satisfactory to the Noteholders, to maintain the security interest of the Transfer Agreement against any of the foregoing parties. Household representsNoteholders, warrants and covenants to RHI, Stockholder and Principal, as of the date of this Agreement and the Effective Time, as follows: (aa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by Household and Sub, as applicable, and assuming due execution and delivery of this Agreement by the other parties thereto, shall constitute the legal, valid and binding obligation of Household and Sub, as applicable, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger or the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Household or Sub is a party or bound. Execution and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger FilingCollateral. (bb) Household and Sub understand and acknowledge that each of the Stockholder, RHI and Principal is entering into this Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, RHI and Principal to perform their respective covenants and obligations under the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder and the GECC Stockholder Agreement is attached hereto as Exhibits A through J, respectively. RHI represents, warrants and covenants to Stockholder, Household, Sub and Principal, as of the date of this Agreement and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by RHI, and assuming due execution and delivery by the other parties thereto, each shall constitute the legal, valid and binding obligation of RHI enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger and the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirements, if any, of the OTS, the OCC and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder ------------------------------------------------- The Tenant represents, warrants and covenants, which representations, warranties and covenants to RHI, Principal shall survive execution and Household, as of the date delivery of this Agreement and the Effective TimeAgreement, as follows: (a) Stockholder is the record and beneficial owner Each of the number warranties and representations of shares of RHI Common Stock set forth opposite such Stockholder's name the Tenant contained herein, in Schedule A hereto, as such Schedule is amended the Master Lease or modified pursuant to Section 5 hereof (the "Stockholder's Shares" or such "Shares"). Except for the Stockholder's Shares, Stockholder is not the record or beneficial owner of in any other shares of RHI Common Stock and, except as set forth document executed in Schedule B hereto, does not own, connection herewith or have therewith are true and correct on the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock or any security convertible into shares of RHI Common Stock ("Options")date hereof. (b) This Except for the lien granted to the Secured Parties pursuant to this Security Agreement has been duly authorizedand any liens permitted under the Master Lease, executed the Tenant is, and delivered by as to the Stockholder andCollateral acquired from time to time after the date hereof the Tenant will be, assuming due execution the owner of all the Collateral free from any lien, security interest, encumbrance or other right, title or interest of any Person, except for the security interest of the Secured Parties therein, and delivery the Tenant shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Secured Parties. The lien granted in this Agreement by the Tenant to the Secured Parties in the Collateral is not prohibited by and does not constitute a default under any agreements or other parties hereto, shall constitute the legal, valid and binding obligation instruments constituting a part of the StockholderCollateral, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction no consent is required of any kind Person to effect such lien which the Stockholder is a party or bound or to which the Stockholder's Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has not been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder, the Stockholder's Shares or Optionsobtained. (c) The Stockholder's Shares and Except as permitted under the certificates representing such Shares are Master Lease, there is no financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now and at all times during on file or registered in any public office covering any interest of any kind in the term hereof will be held by the StockholderCollateral, or by a nominee intended so to be, which has not been terminated, and so long as this Agreement remains in effect or custodian for the benefit any of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements Obligations or any other encumbrances whatsoeverobligations of any Affiliated Person of the Tenant to the Secured Parties remain unpaid, the Tenant will not execute and there will not be on file in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except for any such encumbrances financing statements filed or proxies arising hereunder or under to be filed in respect of and covering the Transfer Agreementsecurity interest of the Secured Parties. (d) No brokerThe chief executive office and the location of each Facility comprising a portion of the Leased Property are as set forth in SCHEDULE 1 and the Tenant will not move its chief executive office or any place of business except to such new location as the Tenant may establish in accordance with this SECTION 3(D). The originals of all documents evidencing Collateral and the only original books of account and records of the Tenant relating thereto are, investment bankerand will continue to be, financial adviser kept at such chief executive office or the applicable Facility, as the case may be, or at such new location as the Tenant may establish in accordance with this SECTION 3(D). The Tenant shall establish no such new location until (i) the Tenant shall have given to the Secured Parties not less than ten (10) days' prior written notice of its intention to do so, which notice shall clearly describe such new location and provide such other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission information in connection therewith as the Secured Parties may reasonably request, and (ii) with respect to such new location, the transactions contemplated hereby based upon arrangements made Tenant shall have taken such action, satisfactory to the Secured Parties (including, without limitation, all action required by or on behalf SECTION 5), to maintain the security interest of the StockholderSecured Parties in the Collateral. (e) The Stockholder understands and acknowledges that Household and Sub are entering into All tangible personal property owned on the Merger Agreement date hereof by the Tenant to be used in reliance upon the Stockholder's execution and delivery of this Agreement. In connection with the Mergeroperation or maintenance of the Leased Property, the Merger Agreement or any transaction contemplated portion thereof, is located at each applicable Property or is in connection therewith, transit to such Property from the vendor thereof. The Tenant agrees that (i) effective as of all such property held by the Effective TimeTenant on the date hereof, Stockholder hereby terminates and cancels the Transfer Agreementonce at each applicable Property, without any cost or expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder or the Surviving Corporation shall remain at such Property and (ii) pending all such termination property subsequently acquired by the Tenant shall immediately upon acquisition be transferred to and cancellation, Stockholder remain at the applicable Property. (f) The Tenant's corporate name and organizational identification number are as set forth on the signature page hereto. The name under which each of the Facilities is operated is set forth on SCHEDULE 2. The Tenant shall not enforce (i) change such names without providing the Secured Parties with thirty (30) days' prior written notice and making all filings and taking all such other actions as the Secured Parties determines are necessary or appropriate to continue or perfect the security interest granted hereunder, (ii) change its corporate organizational number, nor (iii) conduct its business in any provision other name or take title to any Collateral in any other name while this Agreement remains in effect. Except as otherwise set forth on SCHEDULE 1, the Tenant has not ever had any other name nor conducted business in any other name in any jurisdiction. The Tenant is organized as a Maryland business trust. Subject to the terms and conditions of the Transfer Agreement Master Lease, the Tenant shall not change its organizational structure or jurisdiction of organization without giving at least thirty (30) days' prior written notice thereof to the Secured Parties. (g) The Secured Parties are authorized (but are under no obligation) to make, upon ten (10) Business Days' notice to the Tenant (except in the case of exigent circumstances, in which circumstances upon such notice, if any, as may then be reasonably practical), any payments which in the Secured Parties' opinion are necessary to: (i) discharge any liens which have or may take priority over the lien hereof; and (ii) pay all premiums payable on the insurance policies referred to in the Master Lease or any other document or agreement executed in connection therewith or herewith, upon the failure of the Tenant to make such payments within the time permitted therein. The Tenant shall have no claim against the Secured Parties by reason of its decision not to make any payments or perform such obligations permitted under this SECTION 3(G). The Tenant shall repay to the Secured Parties any sums paid by the Secured Parties upon demand. Any sums paid and expenses incurred by the Secured Parties pursuant to this paragraph shall bear interest at the Overdue Rate. (h) If any of the foregoing parties. Household representsCollateral at any time becomes evidenced by an Instrument, warrants and covenants the Tenant shall promptly deliver such Instrument to RHIthe Secured Parties, Stockholder and Principal, as appropriately endorsed to the order of the date Secured Parties, to be held pursuant to this Agreement. (i) The Tenant shall not sell, transfer, change the registration, if any, of, dispose of, attempt to dispose of, or substantially modify or abandon the Collateral or any material part thereof, other than as permitted under the Master Lease, without the prior written consent of the Secured Parties. Except as permitted under the Master Lease, the Tenant shall not create, incur, assume or suffer to exist any lien upon any of the Collateral without the prior written consent of the Secured Parties. (j) The Tenant shall not assert against the Secured Parties any claim or defense which the Tenant may have against any seller of the Collateral or any part thereof or against any Person with respect to the Collateral or any part thereof. (k) The Tenant shall, upon demand, pay to the Secured Parties the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Parties may incur in connection with (i) the administration of this Agreement Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Parties hereunder and under such other agreements or (iv) the Effective Time, as follows:failure by the Tenant to perform or observe any of the provisions hereof. (aal) This Agreement The Tenant shall indemnify and hold harmless the Merger Agreement have been duly Secured Parties from and validly executed against any and delivered by Household all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and Sub, as applicable, and assuming due execution and delivery of this Agreement by the other parties thereto, shall constitute the legal, valid and binding obligation of Household and Sub, as applicable, enforceable in accordance with their terms, except as enforceability nature whatsoever which may be limited imposed on, incurred by bankruptcy and other similar laws and general principles of equity. Neither or asserted against the execution and delivery Secured Parties in any way relating to or arising out of this Agreement or the Merger Agreement nor the consummation arising out of the Merger Tenant's obligations under any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby will result in or thereby or the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction enforcement of any kind to which Household or Sub is a party or bound. Execution and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate terms hereof or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filingsuch other documents. (bb) Household and Sub understand and acknowledge that each of the Stockholder, RHI and Principal is entering into this Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, RHI and Principal to perform their respective covenants and obligations under the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder and the GECC Stockholder Agreement is attached hereto as Exhibits A through J, respectively. RHI represents, warrants and covenants to Stockholder, Household, Sub and Principal, as of the date of this Agreement and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by RHI, and assuming due execution and delivery by the other parties thereto, each shall constitute the legal, valid and binding obligation of RHI enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger and the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirements, if any, of the OTS, the OCC and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder ------------------------------------------------- represents, warrants and covenants to RHI, Principal and Household, as of the date of this Agreement and the Effective Time, as follows: (a) Stockholder is the record and beneficial owner of the number of shares of RHI Common Stock set forth opposite such Stockholder's name in Schedule A hereto, as such Schedule is amended or modified pursuant to Section 5 hereof (the "Stockholder's Shares" or such "Shares"). Except for the Stockholder's Shares, Stockholder is not the Stockholder Agreement of Xxxxxxx Xxxxxxx Page 1 record or beneficial owner of any other shares of RHI Common Stock and, except as set forth in Schedule B hereto, does not own, or have the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock or any security convertible into shares of RHI Common Stock ("Options"). (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due execution and delivery of this Agreement by the other parties hereto, shall constitute the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or bound or to which the Stockholder's Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder, the Stockholder's Shares or Options. (c) The Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under the Transfer Agreement. (d) No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder. (e) The Stockholder understands and acknowledges that Household and Sub are entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. In connection with the Merger, the Merger Agreement or any transaction contemplated in connection therewith, (i) effective as of the Effective Time, Stockholder hereby terminates and cancels the Transfer Agreement, without any cost or expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder or the Stockholder Agreement of Xxxxxxx Xxxxxxx Page 2 Surviving Corporation and (ii) pending such termination and cancellation, Stockholder shall not enforce any provision of the Transfer Agreement against any of the foregoing parties. Household represents, warrants and covenants to RHI, Stockholder and Principal, as of the date of this Agreement and the Effective Time, as follows: (aa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by Household and Sub, as applicable, and assuming due execution and delivery of this Agreement by the other parties thereto, shall constitute the legal, valid and binding obligation of Household and Sub, as applicable, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger or the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Household or Sub is a party or bound. Execution and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing. (bb) Household and Sub understand and acknowledge that each of the Stockholder, RHI and Principal is entering into this Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, RHI and Principal to perform their respective covenants and obligations under the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder and the GECC Stockholder Agreement is attached hereto as Exhibits A through J, respectively. RHI represents, warrants and covenants to Stockholder, Household, Sub and Principal, as of the date of this Agreement and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by RHI, and assuming due execution and delivery by the other parties thereto, each shall constitute the legal, valid and binding obligation of RHI enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Stockholder Agreement of Xxxxxxx Xxxxxxx Page 3 Transfer Agreement, neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger and the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirements, if any, of the OTS, the OCC and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder ------------------------------------------------- 2.1 The Distributor hereby represents and warrants that it is the principal underwriter of each portfolio of the Investor A Shares of each Fund, which are identified in the Group's Registration Statement and that it is authorized to enter into this Agreement pursuant to the Plan. The Distributor has furnished the Agent and the Participating Organizations with a list of the various states and other jurisdictions in which the Investor A Shares of each Fund have been qualified for sale under, or are exempt from the requirements of, the respective securities laws of such states and jurisdictions, and will promptly notify the Participating Organizations of any changes in such list. 2.2 Agent hereby represents, warrants and covenants that it has the authority to RHI, Principal and Household, as of the date of enter into this Agreement and the Effective Time, as follows: (a) Stockholder is the record and beneficial owner of the number of shares of RHI Common Stock set forth opposite such Stockholder's name in Schedule A hereto, as such Schedule is amended or modified pursuant to Section 5 hereof (the "Stockholder's Shares" or such "Shares"). Except for the Stockholder's Shares, Stockholder is not the record or beneficial owner of any other shares of RHI Common Stock and, except as set forth in Schedule B hereto, does not own, or have the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock or any security convertible into shares of RHI Common Stock ("Options"). (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due execution and delivery of this Agreement by the other parties hereto, shall constitute the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or bound or to which the Stockholder's Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder, the Stockholder's Shares or Options. (c) The Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under the Transfer Agreement. (d) No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder. (e) The Stockholder understands and acknowledges that Household and Sub are entering into Participating Organizations. Notwithstanding the Merger Agreement in reliance upon the Stockholder's execution and delivery provisions of Section 4 of this Agreement. In connection with the Merger, the Merger Agreement Agent agrees to indemnify the Distributor from any liability arising from a finding, by a court or any transaction contemplated in connection therewithregulatory body, (i) effective as of the Effective Time, Stockholder that Agent lacks such authority. 2.3 Agent hereby terminates and cancels the Transfer Agreement, without any cost or expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder or the Surviving Corporation and (ii) pending such termination and cancellation, Stockholder shall not enforce any provision of the Transfer Agreement against any of the foregoing parties. Household represents, warrants and covenants that the Participating Organizations are and will be at all times relevant to RHI, Stockholder and Principal, as of the date of this Agreement and the Effective Time, as follows: (aa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by Household and Sub, as applicablebanks chartered either under federal or state law, and assuming due execution Participating Organizations are and delivery of will be at all times relevant to this Agreement by the other parties thereto, shall constitute the legal, valid and binding obligation of Household and Sub, banks which are exempt from registration as applicable, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar broker-dealers under applicable state or federal securities laws and general principles of equity. Neither the execution are otherwise qualified under all applicable federal, state and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger or the transactions contemplated hereby will result local laws to engage in the violation ofbusiness and transactions described in this Agreement. The Participating Organizations agree to comply with the requirements of all applicable laws, or a default under, or conflict with, including any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Household or Sub is a party or bound. Execution applicable federal and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTSstate securities laws, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder of the SEC, and (ii) the Merger Filingrules and regulations issued by applicable federal bank regulatory agencies. The Participating Organizations agree that they will not make Investor A Shares available for purchase to persons in any jurisdiction in which such Shares are not registered for sale or in which such Shares may not be lawfully sold. The Participating Organizations further agree that they will maintain all records required by applicable law or otherwise reasonably requested by the Distributor in relation to fund transactions that it has executed. (bb) Household and Sub understand and acknowledge that each 2.4 By written acceptance of the Stockholder, RHI and Principal is entering into this Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, RHI and Principal to perform their respective covenants and obligations under the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder Agent and the GECC Stockholder Agreement is attached hereto as Exhibits A through J, respectively. RHI represents, warrants Participating Organizations agree to and covenants to Stockholder, Household, Sub and Principal, as does waive such portion of the date fee payable under Section 3 as is necessary to assure that the amount of this Agreement such fee which is required to be accrued by the Funds on any day with respect to such Funds' Shares does not exceed the income to be accrued to the Shares on such Funds on that day. The amount of the fee which must be waived by the Agent and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by RHI, and assuming due execution and delivery Participating Organizations under this Section 2.4 will be determined by the other parties thereto, each shall constitute Distributor and will be based on the legal, valid and binding obligation Participating Organization's pro rata portion of RHI enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy the fees payable under the Funds' Plan (including those fees payable to the Distributor and other similar laws and general principles organizations providing distribution assistance with respect to such Funds' Shares and/or Shareholder services to the holders of equity. Other than such Funds' Shares) that exceed the Transfer Agreement, neither daily income to be accrued to the execution and delivery Shares of this Agreement or the Merger Agreement nor the consummation of the Merger and the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirements, if any, of the OTS, the OCC and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filingsuch Funds.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder ------------------------------------------------- represents, warrants and covenants to RHI, Principal and Household, as of the date of this Agreement and the Effective Time, as follows: (a) Stockholder is the record and beneficial owner of the number of shares of RHI Common Stock set forth opposite such Stockholder's name in Schedule A hereto, as such Schedule is amended or modified pursuant to Section 5 hereof (the "Stockholder's Shares" or such "Shares"). Except for the Stockholder's Shares, Stockholder is not the record or beneficial owner of any other shares of RHI Common Stock and, except as set forth in Schedule B hereto, does not Stockholders Agreement of Xxxxxxx Xxxxxxxxx Page 1 own, or have the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock or any security convertible into shares of RHI Common Stock ("Options"). (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due execution and delivery of this Agreement by the other parties heretoHousehold, shall constitute the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither Neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or bound or to which the Stockholder's Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder, the Stockholder's Shares or Options. (c) The Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under the Transfer Agreementhereunder. (d) No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder. (e) The Stockholder understands and acknowledges that Household and Sub are entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. In connection with the Merger, the Merger Agreement or any transaction contemplated in connection therewith, (i) effective as of the Effective Time, Stockholder hereby terminates and cancels the Transfer Agreement, without any cost or expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder or the Surviving Corporation and (ii) pending such termination and cancellation, Stockholder shall not enforce any provision of the Transfer Agreement against any of the foregoing parties. Household represents, warrants and covenants to RHI, Stockholder and PrincipalStockholder, as of the date of this Agreement and the Effective Time, as follows: (aa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by Household and Sub, as applicable, and assuming due execution and delivery of this Agreement by the other parties theretoStockholder, shall constitute the legal, valid and binding obligation of Household and Sub, as applicable, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger or the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Household or Sub is a party or bound. Execution and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing. (bb) Household and Sub understand and acknowledge that each of the Stockholder, RHI and Principal is entering into this Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, RHI and Principal Stockholder to perform their respective covenants and obligations under the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder and the GECC Stockholder Agreement is attached hereto as Exhibits A through J, respectively. RHI represents, warrants and covenants to Stockholder, Household, Sub and Principal, as of the date of this Agreement and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by RHI, and assuming due execution and delivery by the other parties thereto, each shall constitute the legal, valid and binding obligation of RHI enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger and the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirements, if any, of the OTS, the OCC and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing.Exhibit A.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder ------------------------------------------------- represents, warrants and covenants to RHI, Principal and Household, as of the date of this Agreement and the Effective Time, as follows: (a) Stockholder is the record and beneficial owner of the number of shares of RHI Common Stock set forth opposite such Stockholder's name in Schedule A hereto, as such Schedule is amended or modified pursuant to Section 5 hereof (the "Stockholder's Shares" or such "Shares"). Except for the Stockholder's Shares, Stockholder is not the record or beneficial owner of any other shares of RHI Common Stock and, except as set forth in Schedule B hereto, does not own, or have the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock or any security convertible into shares of RHI Common Stock ("Options"). (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due execution and delivery of this Agreement by the other parties hereto, shall constitute the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or bound or to which the Stockholder's Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder, the Stockholder's Shares or Options. (c) The Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under the Transfer Agreement. (d) No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder. (e) The Stockholder understands and acknowledges that Household and Sub are entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. In connection with the Merger, the Merger Agreement or any transaction contemplated in connection therewith, (i) effective as of the Effective Time, Stockholder hereby terminates and cancels the Transfer Agreement, without any cost or expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder or the Surviving Corporation and (ii) pending such termination and cancellation, Stockholder shall not enforce any provision of the Transfer Agreement against any of the foregoing parties. Household represents, warrants and covenants to RHI, Stockholder and Principal, as of the date of this Agreement and the Effective Time, as follows: (aa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by Household and Sub, as applicable, and assuming due execution and delivery of this Agreement by the other parties thereto, shall constitute the legal, valid and binding obligation of Household and Sub, as applicable, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger or the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Household or Sub is a party or bound. Execution and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing. (bb) Household and Sub understand and acknowledge that each of the Stockholder, RHI and Principal is entering into this Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, RHI and Principal to perform their respective covenants and obligations under the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder and the GECC Stockholder Agreement is attached hereto as Exhibits A through J, respectively. RHI represents, warrants and covenants to Stockholder, Household, Sub and Principal, as of the date of this Agreement and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by RHI, and assuming due execution and delivery by the other parties thereto, each shall constitute the legal, valid and binding obligation of RHI enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Stockholder Agreement of Xxxxxx Xxxxxxxx and V. Xxxxxxxx Xxxx 3 Transfer Agreement, neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger and the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirements, if any, of the OTS, the OCC and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder ------------------------------------------------- represents1. The Subscriber covenants, represents and warrants to and covenants to RHI, Principal and Household, as of the date of this Agreement and the Effective Time, as follows: (a) Stockholder is the record and beneficial owner of the number of shares of RHI Common Stock set forth opposite such Stockholder's name in Schedule A hereto, as such Schedule is amended or modified pursuant to Section 5 hereof (the "Stockholder's Shares" or such "Shares"). Except for the Stockholder's Shares, Stockholder is not the record or beneficial owner of any other shares of RHI Common Stock and, except as set forth in Schedule B hereto, does not own, or have the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock or any security convertible into shares of RHI Common Stock ("Options"). (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due execution and delivery of this Agreement by the other parties hereto, shall constitute the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or bound or to which the Stockholder's Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder, the Stockholder's Shares or Options. (c) The Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts Corporation that the Subscriber is in the United States or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or a U.S. Person (as defined in Regulation S under the Transfer 1933 Act, which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States) and covenants, represents and warrants to the Corporation in accordance with Appendix B of this Agreement and will properly complete, execute and deliver to the Corporation the undertakings attached as Appendix B to this Agreement. 2. The Subscriber has been independently advised as to restrictions with respect to trading in the Securities imposed by applicable securities legislation in the jurisdiction in which it resides, including in respect of any applicable hold periods and confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto, acknowledges that it is aware of the characteristics of the Securities, the risks relating to an investment therein and of the fact that it may not be able to resell the Securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy and that the Securities acquired will be subject to resale restrictions. 3. The Subscriber acknowledges that the Securities have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States and may not be offered for sale, sold or otherwise transferred or assigned for value, directly or indirectly unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention to file a registration statement under the 1933 Act in respect of the Securities. 4. The Subscriber, on its own behalf (dor on behalf of others for whom it is contracting hereunder) No broker, investment banker, financial adviser acknowledges and agrees that: (a) it (or other person others for whom it is entitled to contracting hereunder) has not been provided with a prospectus or with an offering memorandum as defined in the applicable securities legislation or any broker's, finder's, financial adviser's or other similar fee or commission document in connection with its purchase of the transactions contemplated hereby Securities; (b) its decision to execute this Subscription Agreement and purchase the Special Warrants on its own behalf or on behalf of others for whom it is contracting hereunder) has not been based upon arrangements any verbal or written representations as to fact or otherwise made by or on behalf of the Stockholder. Corporation and that its decision (or the decision of others from whom it is contracting hereunder) is based entirely upon publicly available information concerning the Corporation; (c) the sale of the Special Warrants was not accompanied by any advertisement in printed media of general and regular paid circulation, radio or television; (d) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to applicable resale restrictions and that the Subscriber (or others for whom it is contracting hereunder) is solely responsible (and the Corporation is not in any way responsible) for compliance with applicable resale restrictions and the Subscriber's undertaking to the Exchanges respecting the resale of the Securities; and (e) the Securities are otherwise subject to the terms, conditions and provisions contained therein. 5. The Stockholder understands Subscriber agrees that the Corporation may be required by law or otherwise to disclose to regulatory authorities the identity of the Subscriber and acknowledges that Household and Sub are entering into each beneficial purchaser of Securities for whom the Merger Agreement Subscriber may be acting. 6. Neither the Subscriber nor any party on whose behalf it is acting has been established, formed or incorporated solely to acquire or permit the purchase of the Securities without a prospectus or registration statement in reliance upon on an exemption from the Stockholderprospectus or registration requirements of applicable securities legislation; 7. The Subscriber and each beneficial purchaser for whom it is acting, if any, are resident in the jurisdiction set out below as the "Subscriber's execution Address" opposite its signature. 8. If the Subscriber sells the Securities, it will comply with the securities legislation of both the jurisdiction in which such Subscriber resides and delivery the jurisdiction in which the person to whom such Subscriber sells the Securities resides. 9. As the Securities are subject to resale restrictions under applicable securities legislation and policies and policies of this Agreementthe Exchanges, the Subscriber, or in the case of a purchase by the Subscriber acting as agent for a disclosed principal, each beneficial purchaser, shall comply with all relevant securities legislation and policies and policies of the Exchanges concerning any resale of the Securities and shall consult with its own legal advisers with respect to such compliance. In connection with addition, on resale of the MergerSecurities, the Merger Subscriber shall provide the Corporation with an opinion from legal counsel stating that the Subscriber has an exemption to sell the Securities. 10. If an individual, he/she is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto. 11. If the undersigned is a corporation, syndicate, partnership or any transaction contemplated in connection therewithother form of unincorporated organization, (i) effective as the person executing this Agreement on behalf of the Effective Time, Stockholder hereby terminates undersigned has the necessary power and cancels the Transfer Agreement, without any cost or expense authorization to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder or the Surviving Corporation and (ii) pending such termination and cancellation, Stockholder shall not enforce any provision of the Transfer Agreement against any of the foregoing parties. Household represents, warrants and covenants to RHI, Stockholder and Principal, as of the date of this Agreement and the Effective Time, as follows: (aa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by Household and Sub, as applicable, and assuming due execution and delivery of this Agreement by the other parties thereto, shall constitute the legal, valid and binding obligation of Household and Sub, as applicable, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger or the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Household or Sub is a party or bound. Execution and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder do so; and (ii) the Merger Filing. (bb) Household and Sub understand and acknowledge that each investment contemplated hereby has been duly authorized by all necessary action of the Stockholder, RHI and Principal is entering into this undersigned; and 12. This Subscription Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, RHI and Principal to perform their respective covenants and obligations under the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder and the GECC Stockholder Agreement is attached hereto as Exhibits A through J, respectively. RHI represents, warrants and covenants to Stockholder, Household, Sub and Principal, as of the date of this Agreement and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have has been duly and validly authorized, executed and delivered by RHIand constitutes a legal, valid, binding and enforceable obligation of the Subscriber. 13. The Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and it, or, where it is not purchasing as principal, each beneficial purchaser, is able to bear the economic risk of loss of its investment. 14. If required by applicable securities legislation, policy or order or securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Securities may be required, and assuming due execution will, at the request of the Corporation, promptly execute and delivery deliver such other instructions or documents as may reasonably be required by the Corporation in connection with purchase of the Securities (including, without limitation, any undertaking or other parties theretodocument required by the Exchanges). 15. The current structure of this transaction and all transactions and activities contemplated hereunder are not a scheme to avoid the registration requirements of the 1933 Act. 16. The Subscriber is purchasing the Special Warrants for its own account for investment purposes only and not with a view to resale or distribution and, each shall constitute in particular, it has no intention to distribute either directly or indirectly any of the legalSecurities in the United States or to U.S. Persons. 17. The Subscriber agrees not to transfer the Special Warrants, valid and binding obligation of RHI enforceable the Shares, the Warrants or the Warrant Shares otherwise than (i) to the Corporation; (ii) outside the United States in accordance with their termsRule 904 of Regulation S under the 1933 Act; (iii) in accordance with Rule 144 under the 1933 Act; or (iv) in a transaction that is otherwise exempt from registration under the 1933 Act and state securities laws, provided that the Corporation shall have received an opinion of counsel satisfactory to it as to the availability of the exemptions relied on and acknowledges that the certificates representing the Securities will bear a legend to that effect. 18. The Subscriber is not purchasing the Special Warrants with the knowledge of any material fact about the Corporation that has not generally been disclosed. 19. If the Subscriber is not a resident of Canada and, if it is purchasing as agent or trustee, no beneficial purchaser for whom it is acting is a resident of Canada, the Subscriber acknowledges that: a. no securities commission or similar regulatory authority has reviewed or passed on the merits of the Special Warrants; b. there is no government or other insurance covering the Securities; c. there are risks associated with the purchase of the Securities; d. there are restrictions on the purchaser's ability to resell the Securities and it is the responsibility of the Subscriber to understand and discover what those restrictions are and to comply with them prior to selling the Securities; and e. it understands and accepts that the Securities are not qualified for sale or registered in any jurisdiction in Canada or the United States of America; f. the Securities purchased by it hereunder may not be sold or otherwise traded for a period of four months from the Closing Date (the "Term Date") or such longer period and upon such terms and conditions as applicable securities regulatory authorities may require, during which time the Securities may only be traded pursuant to an exemption from the registration and prospectus requirements of the applicable securities legislation or pursuant to an order from the applicable securities commission; g. the certificates evidencing the Securities purchased by it hereunder will bear a legend referring to the restrictions on resale described in subparagraph f.above and the registrar and transfer agent for the Securities will be required to not register any transfer of the Securities purchased by the subscriber hereunder except in accordance with subparagraph f. above; h. it complies with the provisions of all applicable securities legislation in the jurisdiction of its residence and will provide such evidence of compliance therewith as enforceability the Corporation may request; 20. The Subscriber hereby irrevocably authorizes any director or officer of the Corporation to act as its representative at the closing and to execute in its name and on its behalf all closing receipt and documents required are necessary and to receive on its behalf certificates representing the Special Warrants subscribed for under this Subscription Agreement, which shall be delivered to the Subscriber on the closing date. The Subscriber acknowledges that the foregoing representations and warranties are made by it with the intent that they may be limited relied upon in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Special Warrants under relevant securities legislation. The Subscriber further agrees that by bankruptcy accepting the Special Warrants subscribed for pursuant hereto, at Closing Time, it shall be representing and other similar laws warranting that the foregoing representations and general principles of equity. Other than warranties are true as at the Transfer Agreement, neither Closing Time with the execution same force and delivery of this Agreement or effect as if they had been made by it as at the Merger Agreement nor Closing Time and will survive the consummation completion of the Merger sale of such Special Warrants. The Corporation shall be entitled to rely on the representations and warranties of the Subscriber contained hereto and the transactions contemplated hereby will result Subscriber further agrees to indemnify and hold harmless the Corporation and its directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all fees, costs and expenses reasonably incurred in the violation ofinvestigating, preparing or a default underdefending against any claim, law suit, administrative proceeding or conflict with, investigation whether commenced or threatened) arising out of or based upon any contract, trust, commitment, agreement, understanding, arrangement representation or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance warranty of the transactions contemplated thereby will not violate Subscriber contained herein or require in any consent, approval document furnished by the Subscriber to the Corporation in connection herewith being untrue in any material respect or notice under any provision breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any document furnished by the Subscriber to the Corporation in connection herewith. Miscellaneous Provisions ------------------------ The Subscriber undertakes to notify the Corporation immediately of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirementsany change in any representation, if anywarranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time or, of after the OTS, Closing Time prior to the OCC and date on which the HSR Act, in each case, including rules and regulations promulgated thereunder and Subscriber exercises the Special Warrant or Warrants; (ii) for Subscribers resident in the Merger FilingUnited States, its status as a "U.S. Person" until the Term Date. The contract arising out of this Subscription Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein. The division of this Subscription Agreement into sections, subsections, clauses, subclauses, and paragraphs and the provisions of headings for all or any thereof is for convenience of reference only and shall not affect the interpretation of this Subscription Agreement.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder ------------------------------------------------- represents, warrants and covenants to RHI, Principal and Household, as of the date of this Agreement and the Effective Time, as follows: (a) Stockholder is the record and beneficial owner of the number of shares of RHI Common Stock set forth opposite such Stockholder's name in Schedule A hereto, as such Schedule is amended or modified pursuant to Section 5 hereof (the "Stockholder's Shares" or such "Shares"). Except for the Stockholder's Shares, Stockholder is not the Stockholder Agreement of Xxxxx X. Xxxxxxx Page 1 record or beneficial owner of any other shares of RHI Common Stock and, except as set forth in Schedule B hereto, does not own, or have the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock or any security convertible into shares of RHI Common Stock ("Options"). (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due execution and delivery of this Agreement by the other parties hereto, shall constitute the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or bound or to which the Stockholder's Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder, the Stockholder's Shares or Options. (c) The Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under the Transfer Agreement. (d) No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder. (e) The Stockholder understands and acknowledges that Household and Sub are entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. In connection with the Merger, the Merger Agreement or any transaction contemplated in connection therewith, (i) effective as of the Effective Time, Stockholder hereby terminates and cancels the Transfer Agreement, without any cost or expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder or the Stockholder Agreement of Xxxxx X. Xxxxxxx Page 2 Surviving Corporation and (ii) pending such termination and cancellation, Stockholder shall not enforce any provision of the Transfer Agreement against any of the foregoing parties. Household represents, warrants and covenants to RHI, Stockholder and Principal, as of the date of this Agreement and the Effective Time, as follows: (aa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by Household and Sub, as applicable, and assuming due execution and delivery of this Agreement by the other parties thereto, shall constitute the legal, valid and binding obligation of Household and Sub, as applicable, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger or the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Household or Sub is a party or bound. Execution and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing. (bb) Household and Sub understand and acknowledge that each of the Stockholder, RHI and Principal is entering into this Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, RHI and Principal to perform their respective covenants and obligations under the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder and the GECC Stockholder Agreement is attached hereto as Exhibits A through J, respectively. RHI represents, warrants and covenants to Stockholder, Household, Sub and Principal, as of the date of this Agreement and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by RHI, and assuming due execution and delivery by the other parties thereto, each shall constitute the legal, valid and binding obligation of RHI enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger and the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirements, if any, of the OTS, the OCC and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder ------------------------------------------------- represents, warrants and covenants to RHI, Principal and Household, as of the date of this Agreement and the Effective Time, as follows: (a) Stockholder is the record and beneficial owner of the number of shares of RHI Common Stock set forth opposite such Stockholder's name in Schedule A hereto, as such Schedule is amended or modified pursuant to Section 5 hereof (the "Stockholder's Shares" or such "Shares"). Except for the Stockholder's Shares, Stockholder is not the Stockholder Agreement of Xxxxxxxx Xxxxxxx Page 1 record or beneficial owner of any other shares of RHI Common Stock and, except as set forth in Schedule B hereto, does not own, or have the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock or any security convertible into shares of RHI Common Stock ("Options"). (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due execution and delivery of this Agreement by the other parties hereto, shall constitute the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or bound or to which the Stockholder's Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder, the Stockholder's Shares or Options. (c) The Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under the Transfer Agreement. (d) No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder. (e) The Stockholder understands and acknowledges that Household and Sub are entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. In connection with the Merger, the Merger Agreement or any transaction contemplated in connection therewith, (i) effective as of the Effective Time, Stockholder hereby terminates and cancels the Transfer Agreement, without any cost or expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder or the Stockholder Agreement of Xxxxxxxx Xxxxxxx Page 2 Surviving Corporation and (ii) pending such termination and cancellation, Stockholder shall not enforce any provision of the Transfer Agreement against any of the foregoing parties. Household represents, warrants and covenants to RHI, Stockholder and Principal, as of the date of this Agreement and the Effective Time, as follows: (aa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by Household and Sub, as applicable, and assuming due execution and delivery of this Agreement by the other parties thereto, shall constitute the legal, valid and binding obligation of Household and Sub, as applicable, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger or the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Household or Sub is a party or bound. Execution and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing. (bb) Household and Sub understand and acknowledge that each of the Stockholder, RHI and Principal is entering into this Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, RHI and Principal to perform their respective covenants and obligations under the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder and the GECC Stockholder Agreement is attached hereto as Exhibits A through J, respectively. RHI represents, warrants and covenants to Stockholder, Household, Sub and Principal, as of the date of this Agreement and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by RHI, and assuming due execution and delivery by the other parties thereto, each shall constitute the legal, valid and binding obligation of RHI enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Stockholder Agreement of Xxxxxxxx Xxxxxxx Page 3 Transfer Agreement, neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger and the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirements, if any, of the OTS, the OCC and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder GECC ------------------------------------------------- represents, warrants and covenants to RHI, Principal RHI and Household, as of the date of this Agreement and the Effective Time, as follows: (a) Stockholder GECC is the record and beneficial owner of the GECC Warrant and the number of shares of RHI Common Stock set forth opposite such Stockholder's name in Schedule A hereto, as such Schedule is amended or modified pursuant to Section 5 hereof (the "Stockholder's Shares" or such "GECC Shares"). Except for the Stockholder's GECC Shares, Stockholder GECC is not the record or beneficial owner of any other shares of RHI Common Stock and, except for the GECC Shares and the Warrant Shares or as set forth in Schedule B hereto, does not own, or have the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock or any security convertible into shares of RHI Common Stock (collectively the "Options"). (b) This Agreement has been duly authorized, executed and delivered by the Stockholder GECC and, assuming due execution and delivery of this Agreement by the other parties hereto, shall constitute the legal, valid and binding obligation of the StockholderGECC, enforceable against the Stockholder GECC in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement nor the consummation by the Stockholder GECC of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder GECC is a party or bound or to which the Stockholder's GECC Shares, Warrant Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder GECC and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the StockholderGECC, the Stockholder's GECC Shares, the Warrant Shares or the Options. (c) The Stockholder's GECC Shares and the Warrant Shares, and the certificates representing such GECC Shares and Warrant Shares, are now and at all times during the term hereof will be held by the StockholderGECC, or by a nominee or custodian for the benefit of the StockholderGECC, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under the Transfer Agreement. (d) No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the StockholderGECC. (e) The Stockholder GECC understands and acknowledges that RHI, Household and Sub are entering into the Merger Agreement in reliance upon the StockholderGECC's execution and delivery of this Agreement. In connection with the Merger, the Merger Agreement or any transaction contemplated in connection therewith, (i) effective as of the Effective Time, Stockholder GECC hereby terminates and cancels the Transfer Agreement, the Registration Rights Agreement dated as of June 10, 1997 ("Registration Agreement") between RHI and GECC and the Securities Purchase Agreement dated as of June 10, 1997 ("Purchase Agreement") between RHI and GECC, without any cost or expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder Shareholder, Principal or the Surviving Corporation and (ii) pending such termination and cancellation, Stockholder GECC shall not enforce any provision of these agreements, except for the Transfer Agreement Purchase Agreement, against any of the foregoing parties. (f) GECC hereby consents to the Merger Agreement, including the Merger and the transactions contemplated thereby, and to the execution, delivery and performance by the Restricted Shareholders of their respective Stockholder Agreements. (g) GECC hereby agrees to terminate and cancel all notes issued and outstanding under the Purchase Agreement (the "Senior Subordinated Notes") as of the Effective Time, upon repayment in full of the principal amount thereof plus any accrued interest thereon to the date of repayment. GECC agrees to allow RHI, Household or any Affiliate of either party to repay, at the Effective Time, any such note at par plus accrued interest to the date of repayment, without any penalty, liquidated damages, premium, reimbursement of costs or expenses. (h) GECC agrees not to exercise the GECC Warrant for the Warrant Shares prior to the Closing. Household represents, warrants and covenants to RHI, Stockholder RHI and PrincipalGECC, as of the date of this Agreement and the Effective Time, as follows: (aa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by Household and Sub, as applicable, and assuming due execution and delivery of this Agreement by the other parties thereto, shall constitute the legal, valid and binding obligation of Household and Sub, as applicable, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger or the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Household or Sub is a party or bound. Execution and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing. (bb) Household and Sub understand and acknowledge that each of the Stockholder, GECC and RHI and Principal is entering into this Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, GECC and RHI and Principal to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder and the GECC Stockholder Agreement is attached hereto as Exhibits A through J, respectively. RHI represents, warrants and covenants to Stockholder, GECC and Household, Sub and Principal, as of the date of this Agreement and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by RHI, and assuming due execution and delivery by the other parties thereto, each shall constitute the legal, valid and binding obligation of RHI enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger and the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirements, if any, of the OTS, the OCC and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Stockholder ------------------------------------------------- represents, warrants and covenants to RHI, Principal and Household, as of the date of this Agreement and the Effective Time, as follows: (a) Stockholder is the record and beneficial owner of the number of shares of RHI Common Stock set forth opposite such Stockholder's name in Schedule A hereto, as such Schedule is amended or modified pursuant to Section 5 hereof (the "Stockholder's Shares" or such "Shares"). Except for the Stockholder's Shares, Stockholder is not the record or beneficial owner of any other shares of RHI Common Stock and, except as set forth in Schedule B hereto, does not own, or have the right to acquire, any option, warrant or other right to subscribe for, purchase or otherwise acquire any shares of RHI Common Stock or any security convertible into shares of RHI Common Stock ("Options"). (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due execution and delivery of this Agreement by the other parties hereto, shall constitute the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or bound or to which the Stockholder's Shares or any Options are subject. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares or Options constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Execution and delivery of the Agreement by the Stockholder and performance of the transactions contemplated hereby will not violate, or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder, the Stockholder's Shares or Options. (c) The Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under the Transfer Agreement. (d) No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder. (e) The Stockholder understands and acknowledges that Household and Sub are entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. In connection with the Merger, the Merger Agreement or any transaction contemplated in connection therewith, (i) effective as of the Effective Time, Stockholder hereby terminates and cancels the Transfer Agreement, without any cost or expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder or the Surviving Corporation and (ii) pending such termination and cancellation, Stockholder shall not enforce any provision of the Transfer Agreement these agreements against any of the foregoing parties. Household represents, warrants and covenants to RHI, Stockholder and Principal, as of the date of this Agreement and the Effective Time, as follows: (aa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by Household and Sub, as applicable, and assuming due execution and delivery of this Agreement by the other parties thereto, shall constitute the legal, valid and binding obligation of Household and Sub, as applicable, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger or the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Household or Sub is a party or bound. Execution and delivery by Household and Sub of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Household or Sub, except for (i) applicable requirements, if any, of the OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing. (bb) Household and Sub understand and acknowledge that each of the Stockholder, RHI and Principal is entering into this Agreement in reliance upon the covenant and agreement of Household and Sub to perform their respective covenants and obligations under this Agreement and the Merger Agreement in accordance with its terms. Household and Sub hereby covenant to Stockholder, RHI and Principal to perform their respective covenants and obligations under the Merger Agreement in accordance with its terms. (cc) A true and correct copy of each of the Merger Agreement, the Stockholder Agreement with each other Restricted Shareholder and the GECC Stockholder Agreement is attached hereto as Exhibits A through JK, respectively. RHI represents, warrants and covenants to Stockholder, Household, Sub and Principal, as of the date of this Agreement and the Effective Time, as follows: (aaa) This Agreement and the Merger Agreement have been duly and validly executed and delivered by RHI, and assuming due execution and delivery by the other parties thereto, each shall constitute the legal, valid and binding obligation of RHI enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Other than the Transfer Agreement, neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the Merger and the transactions contemplated hereby will result in the violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which RHI is a party or bound. Execution and delivery by RHI of this Agreement and the Merger Agreement and performance of the transactions contemplated thereby will not violate or require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to RHI, except for (i) applicable requirements, if any, of the OTS, the OCC and the HSR Act, in each case, including rules and regulations promulgated thereunder and (ii) the Merger Filing.