Common use of Interim Operations of the Companies Clause in Contracts

Interim Operations of the Companies. Seller covenants and agrees that, after the date hereof and prior to the Closing Date or earlier termination of this Agreement pursuant to its terms (unless Purchaser shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, or unless as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Disclosure Schedule): (a) the businesses of the Companies and their Subsidiaries shall be conducted in all material respects in the ordinary course of business consistent with past practice; (b) the Companies and their Subsidiaries shall not (i) amend their articles of incorporation, bylaws, limited liability company agreements or similar organizing documents; (ii) split, combine, subdivide or reclassify their outstanding shares of capital stock or other equity interests; or (iii) repurchase, redeem or otherwise acquire, or make any dividends or distributions on account of, any shares of their capital stock, equity interests or any securities convertible into their capital stock or equity interests (it being understood that this provision shall not prohibit (a) dividends of cash from the Companies’ Subsidiaries or any other entities in which the Companies or their Subsidiaries have invested, or (b) any inter-company cash management or other payments made by the Companies and their Subsidiaries to GEC or its Affiliates in the ordinary course of business); (c) except as required by applicable Law, the Companies and their Subsidiaries shall not: (i) enter into, renew, adopt or amend (except for renewals on substantially identical terms) any employee welfare, pension, retirement, profit-sharing or similar plan, program, agreement, policy or arrangement (including those containing severance or change in control provisions); (ii) enter into, modify, adopt or amend (except for renewals on substantially identical terms) any employee benefit plan; (iii) enter into, modify or amend any employment or consulting agreement (except for renewals on substantially identical terms) with, or grant or announce any increase in the salaries, bonuses, retention or success pay or other benefits payable by the Companies or any of their Subsidiaries to any of their officers, directors, consultants or employees, other than as required by Law and except for merit or other increases in compensation or benefits in the ordinary course of business, consistent with past practice, but in any event, not in excess of 3% in the aggregate for any Person, pursuant to any plans, programs or agreements existing on the date hereof; or (iv) hire any employee outside of the scope of the budget of the Companies and their Subsidiaries previously provided to Purchaser (excluding any person hired as a replacement for an employee who has left the employ of the Companies or their Subsidiaries); (d) the Companies and their Subsidiaries shall not (i) incur or assume any long-term or short-term debt, issue any debt securities or incur any indebtedness for borrowed or purchase money or letters of credit, except for borrowings from GEC, Seller or its Affiliates in the ordinary course of business consistent with past practice (through participation in GEC’s, Seller’s and their Affiliates’ cash management program); (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other Person except as set forth in Section 6.1 of the Disclosure Schedule; (iii) make any material loans, advances or capital contributions to, or investments in, any other Person, whether by purchase of stock or securities, contributions to capital, property transfer or otherwise; (iv) mortgage, pledge or otherwise encumber any of their assets, create any Encumbrance of any kind with respect to any such asset other than Permitted Encumbrances, or sell, transfer or otherwise dispose of any of their assets except in the ordinary course of business consistent with past practice; (v) authorize, or make any commitment with respect to, any single capital expenditure that is in excess of $125,000 or capital expenditures in excess of $700,000 for the Companies and their Subsidiaries taken as a whole; or (vi) make any prepayments with respect to, or advance any funds under, any agreement or arrangement to which the Companies or their Subsidiaries is a party; (e) the Companies and their Subsidiaries shall not issue, deliver, sell or encumber shares of any class of their capital stock, equity interests or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, any such shares or interests; (f) the Companies and their Subsidiaries shall not acquire any business, corporation, partnership, limited liability company, other business organization or any division thereof, whether by merger, consolidation, the purchase of a substantial portion of the assets of such business or otherwise; (g) the Companies and their Subsidiaries shall not change their accounting policies, practices or methods except as required by GAAP or by the rules and regulations of the United States Securities and Exchange Commission; (h) the Companies and their Subsidiaries shall not make, change or revoke any Tax election, enter into any closing agreement, settle or compromise any Tax claim or assessment, file any amended Tax Return, change any Tax reporting method policy or procedure or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes; (i) Seller shall not pledge or otherwise encumber the Shares; (j) the Companies and their Subsidiaries shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise permit its corporate or limited liability company existence to be suspended, lapsed or revoked; (k) the Companies and their Subsidiaries shall not (i) enter into any contract, agreement or arrangement that would be a Material Contract if entered into prior to the date hereof or (ii) modify, amend or terminate any Material Contract; (l) the Companies and their Subsidiaries shall not sell, lease, license, transfer or otherwise dispose of assets of the Companies or their Subsidiaries with a value in excess of $100,000 individually or in the aggregate; (m) the Companies and their Subsidiaries shall not take any action to replace any property management system; (n) GEC, Seller, the Companies and their Subsidiaries shall not take any action or fail to take any action within their control which would cause any representation or warranty of GEC or Seller in this Agreement to be or become untrue in any material respect; and (o) the Companies shall not enter into, or permit any of their Subsidiaries to enter into, any commitments or agreements to do any of the foregoing. In addition, between the date hereof and the Closing: (x) GEC shall complete all reasonably necessary documentation to transfer all right, title and interest in (1) the approximately forty (40) time clocks used by ResortQuest Hawaii, LLC to ResortQuest Hawaii, LLC so as to allow for ResortQuest Hawaii LLC’s use thereof in conjunction with its license of the Kronos time-keeping software following the Closing; and (2) the two (2) check printers and two (2) check sealing machines currently used by ResortQuest Hawaii, LLC for their continued use by ResortQuest Hawaii, LLC following the Closing, and (y) where reasonably requested to do so by Purchaser, GEC shall cooperate with Purchaser to provide it with adequate documentation of professional liability coverage afforded the Companies and their Subsidiaries by GEC and its predecessors on a historical basis, where reasonably available to GEC, so as to allow Purchaser the opportunity to obtain endorsement of the Companies and their Subsidiaries, at the sole cost and expense of Purchaser, for conduct occurring prior to the Closing.

Interim Operations of the Companies. Seller covenants and agrees that, after the date hereof and prior to the Closing Date Effective Time or earlier termination of this Agreement pursuant to its terms (unless Purchaser shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, or unless as otherwise expressly contemplated by this Agreement or explicitly disclosed in Section 6.1 of the Disclosure Schedule): (a) the businesses business of the Companies and their Subsidiaries shall be conducted in all material respects in the ordinary and usual course of business consistent with past practice; (b) the Companies and their Subsidiaries shall not (iA) amend their articles Articles of incorporation, bylaws, limited liability company agreements Incorporation or bylaws (or similar organizing organization documents; ) or any Material Contract, (iiB) split, combine, subdivide or reclassify their outstanding shares of capital stock or other equity interestsstock; or (iiiC) repurchase, redeem or otherwise acquire, or make any dividends or distributions on account of, acquire any shares of their capital stock, equity interests stock or any securities convertible into their capital stock stock; (D) release any claims against Seller or equity interests (it being understood that this provision shall not prohibit (a) dividends of cash from the Companies’ Subsidiaries or any other entities in which the Companies or their Subsidiaries have invested, its affiliates; or (bE) engage in any inter-company cash management or other payments made by the Companies and their Subsidiaries to GEC or its Affiliates in transaction outside the ordinary course of business)business other than on an arm's-length basis, with Seller, or any affiliate, officer, director or employee of Seller; (c) except as required by applicable Law, the Companies shall not, and shall not permit their Subsidiaries shall not: to, (iA) enter into, renewadopt or amend any agreement or arrangement relating to severance, (B) except as set forth on Section 6.1(c) of the Disclosure Schedule, enter into, adopt or amend (except for renewals on substantially identical terms) any employee welfare, pension, retirement, profit-sharing or similar plan, program, agreement, policy or arrangement (including those containing severance or change in control provisions); (ii) enter into, modify, adopt or amend (except for renewals on substantially identical terms) any employee benefit plan; (iii) enter intoplan or employment, modify or amend any employment CBA or consulting agreement agreement, (except for renewals on substantially identical termsC) withgrant any stock options or other equity related awards, or grant or announce (D) increase any increase in the salaries, bonuses, retention or success pay or other benefits payable by the Companies or any of their Subsidiaries to any of their officers, directors, consultants or employees, other than as required by Law and compensation except for merit or other increases in compensation or benefits in the ordinary course of business, business consistent with past practice, but in practice or expand any event, not in excess perquisites of 3% in the aggregate for any Person, pursuant to any plans, programs or agreements existing on the date hereof; or (iv) hire any employee outside of the scope of the budget of the Companies and their Subsidiaries previously provided to Purchaser (excluding any person hired as a replacement for an employee who has left the employ of the Companies or their Subsidiaries)its employees; (d) neither the Companies and nor any of their Subsidiaries shall not (i) incur or assume any long-term or short-term debt, debt or issue any debt securities or incur any indebtedness for borrowed or purchase money or letters of credit, except for borrowings under existing lines of credit or from GEC, Seller or its Affiliates in the ordinary course of business consistent with past practice (through including participation in GEC’s, Seller’s and their Affiliates’ 's cash management program); (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other Person person except in the ordinary and usual course of business consistent with past practice in an amount not material to the Companies and their Subsidiaries taken as set forth in Section 6.1 of the Disclosure Schedulea whole; (iii) make any material loans, advances or capital contributions to, or investments in, any other Person, whether by purchase of stock or securities, contributions to capital, property transfer or otherwiseperson; (iv) mortgage, pledge or otherwise encumber the Shares; or (v) mortgage or pledge any of their assets, its material Assets or create any material Encumbrance of any kind with respect to any such asset other than Permitted Encumbrances, or sell, transfer or otherwise dispose of any of their assets except in the ordinary course of business consistent with past practice; (v) authorize, or make any commitment with respect to, any single capital expenditure that is in excess of $125,000 or capital expenditures in excess of $700,000 for the Companies and their Subsidiaries taken as a whole; or (vi) make any prepayments with respect to, or advance any funds under, any agreement or arrangement to which the Companies or their Subsidiaries is a partymaterial Asset; (e) neither the Companies and nor any of their Subsidiaries shall not issue, deliver, sell or encumber shares of any class of their capital stock, equity interests stock or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, any such shares or interestsshares; (f) neither the Companies and nor any of their Subsidiaries shall not acquire any business, corporation, partnership, limited liability company, including any plants or other business organization or any division thereoffacilities, whether by merger, consolidation, the purchase of a substantial portion property or assets or otherwise, or sell or otherwise transfer any material asset of the assets of such business Companies or otherwisethe Subsidiaries; (g) the Companies and their Subsidiaries shall not materially change their accounting policies, practices or methods except as required by GAAP or by the rules and regulations of the United States Securities and Exchange Commission; (h) neither the Companies and their nor the Subsidiaries shall not make, change pay liabilities or revoke any Tax election, enter into any closing agreement, settle or compromise any Tax claim or assessment, file any amended Tax Return, change any Tax reporting method policy or procedure or consent to any extension or waiver collect receivables other than in the ordinary course of business based on the limitation period applicable to any claim or assessment in respect of material Taxesnormal terms thereof and consistent with past practice; (i) Seller neither the Companies nor the Subsidiaries shall not pledge or otherwise encumber the Sharesfail to maintain their books and records in their usual manner consistent with prior practice; (j) neither the Companies and their nor the Subsidiaries shall not adopt a plan of complete fail to maintain and manage inventories consistent in all material respects with past practice or partial liquidationfail to use reasonable efforts to maintain the Real Property or tangible personal property used or held for use in the Business in good repair and condition, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise permit its corporate or limited liability company existence subject to be suspended, lapsed or revokedreasonable wear and tear; (k) neither the Companies and their nor the Subsidiaries shall not (i) enter into any contract, agreement or arrangement that would be a Material Contract if entered into prior to the date hereof or (ii) modify, amend or terminate any Material Contract; (l) the Companies and their Subsidiaries shall not sell, lease, license, transfer or otherwise dispose of assets of the Companies or their Subsidiaries with a value in excess of $100,000 individually or in the aggregate; (m) the Companies and their Subsidiaries shall not take any action to replace any property management system; (n) GEC, Seller, the Companies and their Subsidiaries shall not take any action or fail to take any action within their control which would cause any representation or warranty use reasonable efforts to retain key employees and consultants and to preserve the goodwill of GEC or Seller in this Agreement to be or become untrue in any material respectcustomers, suppliers and other business relations; and (ol) the Companies shall not enter into, or permit any of their Subsidiaries to enter into, any commitments or agreements to do any of the foregoing. In addition, between the date hereof and the Closing: (x) GEC shall complete all reasonably necessary documentation to transfer all right, title and interest in (1) the approximately forty (40) time clocks used by ResortQuest Hawaii, LLC to ResortQuest Hawaii, LLC so as to allow for ResortQuest Hawaii LLC’s use thereof in conjunction with its license of the Kronos time-keeping software following the Closing; and (2) the two (2) check printers and two (2) check sealing machines currently used by ResortQuest Hawaii, LLC for their continued use by ResortQuest Hawaii, LLC following the Closing, and (y) where reasonably requested to do so by Purchaser, GEC shall cooperate with Purchaser to provide it with adequate documentation of professional liability coverage afforded the Companies and their Subsidiaries by GEC and its predecessors on a historical basis, where reasonably available to GEC, so as to allow Purchaser the opportunity to obtain endorsement of the Companies and their Subsidiaries, at the sole cost and expense of Purchaser, for conduct occurring prior to the Closing.

Interim Operations of the Companies. Seller covenants and agrees Each Company shall ensure that, except as (i) expressly contemplated by this Agreement, (ii) disclosed on Schedule 6.1, (iii) required by applicable law, or (iv) agreed to in writing by the Purchaser, after the date hereof of this Agreement and prior to the Closing Date or earlier termination of this Agreement pursuant to its terms (unless Purchaser shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, or unless as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Disclosure Schedule):Closing: (a) the businesses business of the Companies and their Subsidiaries such Company shall be conducted in all material respects in the ordinary course of business consistent with past practice(the “Ordinary Course of Business”) and such Company shall not execute or enter into, whether or not in the Ordinary Course of Business, any Contract that would be material to the business of the Companies taken as a whole; (b) the Companies and their Subsidiaries such Company shall not (i) amend their articles acquire or enter into any lease for Real Property or agree to any material modifications of incorporation, bylaws, limited liability company agreements or similar organizing documents; (ii) split, combine, subdivide or reclassify their outstanding shares of capital stock or other equity interests; or (iii) repurchase, redeem or otherwise acquire, or make any dividends or distributions on account of, any shares of their capital stock, equity interests or any securities convertible into their capital stock or equity interests (it being understood that this provision shall not prohibit (a) dividends of cash from the Companies’ Subsidiaries or any other entities in which the Companies or their Subsidiaries have invested, or (b) any inter-company cash management or other payments made by the Companies and their Subsidiaries to GEC or its Affiliates in the ordinary course of business)Lease; (c) except as required by applicable Law, the Companies and their Subsidiaries such Company shall not: (i) enter into, renew, adopt or amend (except for renewals on substantially identical terms) any employee welfare, pension, retirement, profit-sharing or similar plan, program, agreement, policy or arrangement (including those containing severance or change in control provisions); (ii) enter into, modify, adopt or amend (except for renewals on substantially identical terms) any employee benefit plan; (iii) enter into, modify or amend any employment or consulting agreement (except for renewals on substantially identical terms) with, or grant or announce any increase in the salaries, bonuses, retention or success pay or other benefits payable by the Companies or not sell any of their Subsidiaries to its assets, including any of their officersthe Purchased Assets, directors, consultants or employees, other than as required by Law and except for merit or other increases in compensation or benefits in the ordinary course of business, consistent with past practice, but in any event, not in excess of 3% in the aggregate for any Person, pursuant to any plans, programs or agreements existing on the date hereof; or (iv) hire any employee outside of the scope Ordinary Course of the budget of the Companies and their Subsidiaries previously provided to Purchaser (excluding any person hired as a replacement for an employee who has left the employ of the Companies or their Subsidiaries)Business; (d) the Companies and their Subsidiaries such Company shall not (i) incur merge or assume any long-term or short-term debtconsolidate with, issue any debt securities or incur any indebtedness for borrowed or purchase money or letters of credit, except for borrowings from GEC, Seller or its Affiliates in the ordinary course of business consistent with past practice (through participation in GEC’s, Seller’s and their Affiliates’ cash management program); (ii) assume, guarantee, endorse or otherwise become liable acquire any equity interests or responsible (whether directly, contingently all or otherwise) for the material obligations of any other Person except as set forth in Section 6.1 substantially all of the Disclosure Schedule; (iii) make any material loans, advances or capital contributions to, or investments inassets of, any other Person, whether by purchase of stock or securities, contributions to capital, property transfer or otherwise; (iv) mortgage, pledge or otherwise encumber any of their assets, create any Encumbrance of any kind with respect to any such asset other than Permitted Encumbrances, or sell, transfer or otherwise dispose of any of their assets except in the ordinary course of business consistent with past practice; (v) authorize, or make any commitment with respect to, any single capital expenditure that is in excess of $125,000 or capital expenditures in excess of $700,000 for the Companies and their Subsidiaries taken as a whole; or (vi) make any prepayments with respect to, or advance any funds under, any agreement or arrangement to which the Companies or their Subsidiaries is a party; (e) the Companies and their Subsidiaries such Company shall not issue, deliver, sell or encumber shares guarantee the Indebtedness for Borrowed Money of any class of their capital stock, equity interests or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, any such shares or interestsother Person; (f) the Companies and their Subsidiaries such Company shall not acquire issue any business, corporation, partnership, limited liability company, other business organization or any division thereof, whether by merger, consolidation, membership interests and/or units unless (i) the purchase of a substantial portion of the assets recipient of such business or otherwisemembership interests and/or units should agree to be bound by the terms and provisions of this Agreement and (ii) all Company Holders, including the recipient of such membership interests and/or units, should agree, in writing, as to how such issuance of membership interests and/or units will impact their respective Distributive Share and Indemnity Share; (g) the Companies and their Subsidiaries such Company shall not change redeem any membership interests and/or units unless all other Company Holders should agree, in writing, as to how such redemption will impact their accounting policies, practices or methods except as required by GAAP or by the rules respective Distributive Share and regulations of the United States Securities and Exchange CommissionIndemnity Share; (h) the Companies and their Subsidiaries shall not make, change or revoke any Tax election, enter into any closing agreement, settle or compromise any Tax claim or assessment, file any amended Tax Return, change any Tax reporting method policy or procedure or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes; (i) Seller shall not pledge or otherwise encumber the Shares; (j) the Companies and their Subsidiaries such Company shall not adopt a plan of complete or partial liquidationliquidation or dissolution; (i) such Company shall not permit any of its assets to become subjected to any Lien, dissolutionother than (i) Liens created, mergerwith prior notice to the Purchaser, consolidationto secure Indebtedness for Borrowed Money and (ii) Permitted Liens; (j) such Company shall not increase the compensation or severance benefits payable by it to any of its employees, restructuring, recapitalization or other reorganization or otherwise permit its corporate or limited liability company existence except to be suspended, lapsed or revokedthe extent done in the Ordinary Course of Business and consistent with past practices; (k) the Companies and their Subsidiaries such Company shall not (i) enter into adopt or amend any contractemployee benefit plan, agreement except as required under ERISA, the Code, or arrangement that would be a Material Contract if entered into prior any other applicable law, or as necessary to maintain the date hereof or (ii) modify, amend or terminate any Material Contractqualified status of such plan under the Code; (l) the Companies and their Subsidiaries such Company shall not sellenter into any material settlement or release with respect to any Action affecting such Company or any settlement or release which requires such Company to make an admission of wrongdoing or abstain from engaging in any activity material to the business of such Company, lease, license, transfer or otherwise dispose of assets of the Companies commence any litigation or their Subsidiaries with a value in excess of $100,000 individually or in the aggregateother legal proceeding; (m) the Companies and their Subsidiaries shall make or incur any capital expenditure that is not take any action paid for (i) with cash or (ii) by incurring a liability characterized as a current liability pursuant to replace any property management system;GAAP; and (n) GEC, Seller, the Companies and their Subsidiaries such Company shall not take any action enter into an agreement, contract, commitment or fail to take any action within their control arrangement which would cause any representation or warranty of GEC or Seller in this Agreement such Company to be or become untrue in any material respect; and (o) the Companies shall not enter into, or permit any of their Subsidiaries to enter into, any commitments or agreements to do any breach of the foregoing. In additionNotwithstanding the foregoing, between nothing in this Agreement shall prohibit a Company from (i) paying or making regular, extraordinary or special cash distributions pursuant to the date hereof and LLC Agreement with respect to the Closing: LLC Units or distributing the loan receivable from Xxxxx Gaming, LLC, (xii) GEC shall complete all reasonably necessary documentation making, accepting, paying, repaying or settling intercompany receivables, payables, loans or advances to, from or with one another or with the Company Holders or any of their respective Affiliates, (iii) paying, repaying or settling any Indebtedness for Borrowed Money or other indebtedness owed to transfer all right, title and interest third parties or (iv) engaging in (1) any transaction incident to the approximately forty (40) time clocks used by ResortQuest Hawaii, LLC to ResortQuest Hawaii, LLC so as to allow for ResortQuest Hawaii LLC’s use thereof in conjunction with its license cash management procedures of the Kronos time-keeping software following the Closing; and (2) the two (2) check printers and two (2) check sealing machines currently used by ResortQuest Hawaii, LLC for their continued use by ResortQuest Hawaii, LLC following the Closing, and (y) where reasonably requested to do so by Purchaser, GEC shall cooperate with Purchaser to provide it with adequate documentation of professional liability coverage afforded the Companies and their Subsidiaries by GEC such Company and its predecessors on a historical basisAffiliates, where reasonably available to GECin the case of clause (iv), so as to allow Purchaser the opportunity to obtain endorsement of the Companies and their Subsidiaries, at the sole cost and expense of Purchaser, for conduct occurring prior to the Closingextent consistent with such Company’s past practice.

Interim Operations of the Companies. Seller covenants and agrees that, after During the period from the date hereof and prior of this Agreement to the Closing Date earlier of the Effective Time or earlier the termination of this Agreement pursuant to its terms (unless Purchaser shall otherwise approve in writingaccordance with Article 9, which approval shall not be unreasonably withheld, conditioned or delayed, or unless except as otherwise specifically contemplated by this Agreement Agreement, or disclosed as may be approved in Section 6.1 of the Disclosure Schedule):writing by Buyers: (a) the businesses Each of the Companies shall conduct its Business in, and their Subsidiaries only in, the ordinary course in substantially the same manner as heretofore conducted, use commercially reasonable efforts to preserve and protect its Business, rights, properties and assets, and, to the extent consistent with such Business, use commercially reasonable efforts to preserve intact its respective present business organization, keep available the services of its respective present officers and employees, and preserve its respective relationships with customers and suppliers. (b) Except as set forth on Schedule 5.01, neither Company shall be conducted in all material respects incur or assume any liabilities, obligations, or indebtedness for borrowed money or guarantee any such liabilities, obligations, or indebtedness, other than trade payables incurred in the ordinary course of business consistent with past practice; (b) the Companies and their Subsidiaries shall not (i) amend their articles of incorporation, bylaws, limited liability company agreements or similar organizing documents; (ii) split, combine, subdivide or reclassify their outstanding shares of capital stock or other equity interests; or (iii) repurchase, redeem or otherwise acquire, or make any dividends or distributions on account of, any shares of their capital stock, equity interests or any securities convertible into their capital stock or equity interests (it being understood that this provision shall not prohibit (a) dividends of cash from the Companies’ Subsidiaries or any other entities in which the Companies or their Subsidiaries have invested, or (b) any inter-company cash management or other payments made by the Companies and their Subsidiaries to GEC or its Affiliates in the ordinary course of business);practices. (c) except Neither Company nor to the extent related to the Affiliated Owned Personal Property or Affiliate-Owned Real Property, Xxxxx Xxxxx or JEM Sales, shall permit, allow or suffer any of its assets to become subjected to any Liens of any nature which did not exist on the date of this Agreement. (d) Neither Company shall waive any claims or rights of substantial value. (e) Except as required by applicable Lawset forth on Schedule 5.01, the Companies and their Subsidiaries shall notneither Company shall: (i) enter into, renew, adopt or amend any bonus, profit sharing, compensation (except for renewals on substantially identical terms) any employee welfareincluding both qualified and non-qualified deferred compensation arrangements), severance, stock option, pension, retirement, profit-sharing or similar other employee benefit agreement, trust, plan, program, agreement, policy or arrangement (including those containing severance for the benefit or change in control provisions)welfare of any present or former director, officer, or employee of such Company; (ii) enter into, modify, adopt or amend (except for renewals on substantially identical terms) any employee benefit plan; (iii) enter into, modify or amend any employment or consulting agreement (except for renewals on substantially identical terms) with, or grant or announce any increase in the salaries, bonuses, retention or success pay or other benefits payable by the Companies or any of their Subsidiaries to any of their officers, directors, consultants or employees, other than as required by Law and except for merit or other increases in compensation or benefits in the ordinary course of businessfringe benefits, consistent with past practice, but in any event, not in excess of 3% in the aggregate for any Person, pursuant to any plans, programs or agreements existing on the date hereof; or (iv) hire any employee outside of the scope of the budget of the Companies and their Subsidiaries previously provided to Purchaser (excluding any person hired as a replacement for an employee who has left the employ of the Companies or their Subsidiaries); (d) the Companies and their Subsidiaries shall not (i) incur or assume any long-term or short-term debt, issue any debt securities or incur any indebtedness for borrowed or purchase money or letters of credit, except for borrowings from GEC, Seller or its Affiliates in the ordinary course of business consistent with past practice (through participation in GEC’s, Seller’s and their Affiliates’ cash management program); (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other Person except as set forth in Section 6.1 of the Disclosure Schedule; (iii) make any material loans, advances or capital contributions to, or investments in, any other Person, whether by purchase of stock or securities, contributions to capital, property transfer or otherwise; (iv) mortgage, pledge or otherwise encumber any of their assets, create any Encumbrance of any kind with respect to any such asset other than Permitted Encumbrances, or sell, transfer or otherwise dispose of any of their assets except in the ordinary course of business consistent in accordance with past practicepractices, or pay any bonus, compensation, or benefit not required by any existing plan or arrangement; (viii) authorizehire any hourly or salaried employee, except in the ordinary course of business in accordance with past practices; (iv) enter into or make extend any commitment with respect to, any single capital expenditure that is in excess of $125,000 or capital expenditures in excess of $700,000 for the Companies and their Subsidiaries taken as a wholeemployment agreement; or (vi) make any prepayments with respect to, or advance any funds under, any agreement or arrangement to which the Companies or their Subsidiaries is a party; (e) the Companies and their Subsidiaries shall not issue, deliver, sell or encumber shares of any class of their capital stock, equity interests or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, any such shares or interests; (f) the Companies and their Subsidiaries shall not acquire any business, corporation, partnership, limited liability company, other business organization or any division thereof, whether by merger, consolidation, the purchase of a substantial portion of the assets of such business or otherwise; (g) the Companies and their Subsidiaries shall not change their accounting policies, practices or methods except as required by GAAP or by the rules and regulations of the United States Securities and Exchange Commission; (h) the Companies and their Subsidiaries shall not make, change or revoke any Tax election, enter into any closing agreement, settle or compromise any Tax claim or assessment, file any amended Tax Return, change any Tax reporting method policy or procedure or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes; (i) Seller shall not pledge or otherwise encumber the Shares; (j) the Companies and their Subsidiaries shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise permit its corporate or limited liability company existence to be suspended, lapsed or revoked; (k) the Companies and their Subsidiaries shall not (iv) enter into any contract, agreement agreement, commitment, or arrangement that would be a Material Contract if entered into prior to do any of the date hereof or (ii) modify, amend or terminate any Material Contract;foregoing. (lf) the Companies and their Subsidiaries Neither Company shall not sell, lease, license, transfer sell or otherwise dispose of any assets of the Companies other than Inventory sold or their Subsidiaries with a value in excess of $100,000 individually or used in the aggregate;ordinary course of business and Receivables collected in the ordinary course of business. (mg) Neither Company shall accelerate the Companies and their Subsidiaries collection of any Receivables or decelerate the payment of any Payables. (h) Neither Company shall not make or incur any individual capital expenditure other than capital expenditures made in accordance with past practices of such Company. (i) No Seller shall take any action to replace any property management system; (n) GEC, Seller, the Companies and their Subsidiaries shall not take any action or fail to take any action within their control which would cause any representation or warranty of GEC or Seller the representations and warranties of the Sellers set forth in this Agreement Article 3 to be or become untrue in any material respect; andas of the Closing Date. (oj) the Companies Neither Company shall not enter intoagree, whether in writing or permit any of their Subsidiaries to enter intootherwise, any commitments or agreements to do any of the foregoing. In addition, between the date hereof and the Closing: (x) GEC Each Seller shall complete all reasonably necessary documentation take or cause to transfer all right, title and interest in (1) the approximately forty (40) time clocks used by ResortQuest Hawaii, LLC be taken each action that is required to ResortQuest Hawaii, LLC so as to allow for ResortQuest Hawaii LLC’s use thereof in conjunction with its license of the Kronos time-keeping software following the Closing; and (2) the two (2) check printers and two (2) check sealing machines currently used by ResortQuest Hawaii, LLC for their continued use by ResortQuest Hawaii, LLC following the Closingbe taken under this Section 5.01, and (y) where reasonably requested shall not take or permit to do so by Purchaser, GEC shall cooperate with Purchaser to provide it with adequate documentation of professional liability coverage afforded the Companies and their Subsidiaries by GEC and its predecessors on a historical basis, where reasonably available to GEC, so as to allow Purchaser the opportunity to obtain endorsement of the Companies and their Subsidiaries, at the sole cost and expense of Purchaser, for conduct occurring prior to the Closingbe taken any action which is prohibited under this Section 5.01.

Interim Operations of the Companies. Seller covenants and agrees thatExcept as permitted, after required or contemplated by this Agreement, including those actions contemplated in Section 7.1 of the Disclosure Schedule, during the period commencing on the date hereof and prior to ending on the Closing Date Date, ARCap shall, and shall cause its Subsidiaries, the Fund Entities and the Fund Entities' respective Subsidiaries to, conduct their respective businesses in the ordinary course substantially consistent with past practice and seek to preserve intact the assets of and the business organizations and relationships with employees, suppliers, agents, landlords and third parties having material business dealings with ARCap, the Fund Entities and their respective Subsidiaries. Without limiting the generality of the foregoing, except: (1) as otherwise expressly contemplated by, or earlier termination of required to consummate the transactions contemplated by, this Agreement pursuant to its terms Agreement; (unless Purchaser shall otherwise approve 2) for actions approved in writing, advance by Purchasers in writing (which approval shall not be unreasonably withheld, conditioned withheld or delayed, or unless ); (3) as otherwise contemplated by this Agreement or disclosed required to comply with applicable Law (provided that prompt written notice of such compliance is given to Purchasers); and (4) as set forth in Section 6.1 7.1 of the Disclosure Schedule):, from and after the date hereof and ending on the Closing Date, ARCap shall not, and shall cause its Subsidiaries, the Fund Entities and the Fund Entities' respective Subsidiaries not to, take any of the following actions: (a) adopt any change in their respective certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other organizational or governing documents of such Person; (b) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, restructuring, recapitalization or other reorganization of any of ARCap, the businesses Fund Entities or any of their respective Subsidiaries; (c) (A) issue, sell, transfer, pledge, dispose of or encumber any securities issued by ARCap, the Fund Entities or any of their respective Subsidiaries, (B) split, combine, subdivide or reclassify any securities of ARCap, the Fund Entities or any of their respective Subsidiaries, (C) declare, 55 set aside or pay any dividend or other distribution, other than dividends or other distributions payable in cash, with respect to the Seller Units or any securities issued by ARCap, the Fund Entities or any of their respective Subsidiaries; or (D) redeem, purchase or otherwise acquire directly or indirectly the Seller Units or any securities of ARCap, the Fund Entities or any of their respective Subsidiaries; (d) increase the benefits under any Plans or modify any Plan where such modification has a cost impact on ARCap, the Fund Entities or any of their respective Subsidiaries or increase the compensation payable to any employee, director or consultant of ARCap, the Fund Entities or any of their respective Subsidiaries; (e) create any new arrangement, agreement, policy or practice that would constitute a Plan, including, without limitation, any employment agreements or severance agreements with new employees, directors or consultants; (f) enter into any Contract or consummate any transaction involving the acquisition of the Companies and their Subsidiaries shall be conducted in all material respects business, stock, assets or other properties of any other Person (other than purchases in the ordinary course of business consistent with past practice; (b) the Companies and their Subsidiaries shall not (i) amend their articles of incorporation, bylaws, limited liability company agreements or similar organizing documents; (ii) split, combine, subdivide or reclassify their outstanding shares of capital stock or other equity interests; or (iii) repurchase, redeem or otherwise acquire, or make any dividends or distributions on account of, any shares of their capital stock, equity interests or any securities convertible into their capital stock or equity interests (it being understood that this provision shall not prohibit (a) dividends of cash from the Companies’ Subsidiaries or any other entities in which the Companies or their Subsidiaries have invested, or (b) any inter-company cash management or other payments made by the Companies and their Subsidiaries to GEC or its Affiliates in the ordinary course of business); (cg) sell, lease, license or otherwise dispose of any assets or property, including Intellectual Property, except as required by applicable Law, the Companies and their Subsidiaries shall not: pursuant to existing Contracts (i) enter into, renew, adopt or amend (except for renewals on substantially identical terms) any employee welfare, pension, retirement, profit-sharing or similar plan, program, agreement, policy or arrangement (including those containing severance or change in control provisions); (ii) enter into, modify, adopt or amend (except for renewals on substantially identical terms) any employee benefit plan; (iii) enter into, modify or amend any employment or consulting agreement (except for renewals on substantially identical terms) with, or grant or announce any increase in the salaries, bonuses, retention or success pay or other benefits payable by the Companies or any of their Subsidiaries to any of their officers, directors, consultants or employees, other than as required by Law and except for merit or other increases in compensation or benefits in the ordinary course of business, consistent with past practice, but in any event, not in excess of 3% in the aggregate for any Person, pursuant to any plans, programs or agreements existing on the date hereof; or (iv) hire any employee outside of the scope of the budget of the Companies and their Subsidiaries previously provided to Purchaser (excluding any person hired as a replacement for an employee who has left the employ of the Companies or their Subsidiaries); (d) the Companies and their Subsidiaries shall not (i) incur or assume any long-term or short-term debt, issue any debt securities or incur any indebtedness for borrowed or purchase money or letters of credit, except for borrowings from GEC, Seller or its Affiliates transactions in the ordinary course of business consistent with past practice practice); (through participation in GEC’sA) make or rescind any material tax election with respect to any of ARCap, Seller’s and the Fund Entities or any of their Affiliates’ cash management program); respective Subsidiaries, (iiB) change any of its material methods of reporting income or deductions for Tax purposes, (C) compromise any Tax liability of any of ARCap, the Fund Entities or any of their respective Subsidiaries that is material to ARCap, the Fund Entities or any of their respective Subsidiaries or (D) issue a waiver to extend the period of limitations for the payment or assessment of any Tax; (i) (A) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other Person Person, except as set forth for obligations of ARCap, the Fund Entities and their respective Subsidiaries incurred in Section 6.1 the ordinary course of the Disclosure Schedulebusiness and consistent with past practice; (iiiB) make any material loans, advances or capital contributions to, to or investments in, in any other PersonPerson (other than to ARCap, whether by purchase the Fund Entities or any of stock their respective Subsidiaries pursuant to existing contracts or securities, contributions to capital, property transfer in connection with any servicing activity or otherwisebusiness conducted in the ordinary course); (ivC) mortgage, pledge or otherwise encumber the equity interests of any of ARCap REIT, the Fund Entities or any of their respective Subsidiaries; or (D) mortgage or pledge any of its material assets, create any Encumbrance of any kind with respect to any such asset other than Permitted Encumbrancestangible or intangible, or sellcreate or suffer to exist any material Encumbrance thereupon, transfer or otherwise dispose of any of their assets except in the ordinary course of business consistent with past practice; (v) authorize, or make any commitment with respect to, any single capital expenditure that is in excess of $125,000 or capital expenditures in excess of $700,000 for the Companies and their Subsidiaries taken as a whole; or (vi) make any prepayments with respect to, or advance any funds under, any agreement or arrangement to which the Companies or their Subsidiaries is a party; (e) the Companies and their Subsidiaries shall not issue, deliver, sell or encumber shares of any class of their capital stock, equity interests or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, any such shares or interests; (f) the Companies and their Subsidiaries shall not acquire any business, corporation, partnership, limited liability company, other business organization or any division thereof, whether by merger, consolidation, the purchase of a substantial portion of the assets of such business or otherwise; (g) the Companies and their Subsidiaries shall not change their accounting policies, practices or methods except as required by GAAP or by the rules and regulations of the United States Securities and Exchange Commission; (h) the Companies and their Subsidiaries shall not make, change or revoke any Tax election, enter into any closing agreement, settle or compromise any Tax claim or assessment, file any amended Tax Return, change any Tax reporting method policy or procedure or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes; (i) Seller shall not pledge or otherwise encumber the Shares; (j) except as may be required as a result of a change in Law or in GAAP, change any of the Companies and accounting principles or practices used by ARCap, the Fund Entities or any of their Subsidiaries shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise permit its corporate or limited liability company existence to be suspended, lapsed or revokedrespective Subsidiaries; (k) pay accounts payable or collect accounts receivable other than in the Companies and their Subsidiaries shall not (i) enter into any contract, agreement or arrangement that would be a Material Contract if entered into prior to the date hereof or (ii) modify, amend or terminate any Material Contractordinary course of business consistent with past practice; (l) the Companies and their Subsidiaries shall not sell, lease, license, transfer or otherwise dispose of assets of the Companies or their Subsidiaries fail to meet all capital calls with a value in excess of $100,000 individually or in the aggregate;respect to any commitment it has made to its Subsidiaries; or (m) the Companies and their Subsidiaries shall not take any action to replace any property management system; (n) GEC, Seller, the Companies and their Subsidiaries shall not take any action or fail to take any action within their control which would cause any representation or warranty confer with Marc D. Schnitzer concerning operational matters that are xxxxxxx xxx xxxxxary course of GEC or Seller in this Agreement to be or become untrue in any material respect; and (o) the Companies shall not enter into, or permit any of their Subsidiaries to enter into, any commitments or agreements to do any of the foregoing. In addition, between the date hereof and the Closing: (x) GEC shall complete all reasonably necessary documentation to transfer all right, title and interest in (1) the approximately forty (40) time clocks used by ResortQuest Hawaii, LLC to ResortQuest Hawaii, LLC so as to allow for ResortQuest Hawaii LLC’s use thereof in conjunction with its license of the Kronos time-keeping software following the Closing; and (2) the two (2) check printers and two (2) check sealing machines currently used by ResortQuest Hawaii, LLC for their continued use by ResortQuest Hawaii, LLC following the Closing, and (y) where reasonably requested to do so by Purchaser, GEC shall cooperate with Purchaser to provide it with adequate documentation of professional liability coverage afforded the Companies and their Subsidiaries by GEC and its predecessors on a historical basis, where reasonably available to GEC, so as to allow Purchaser the opportunity to obtain endorsement of the Companies and their Subsidiaries, at the sole cost and expense of Purchaser, for conduct occurring prior to the Closingbusiness.

Interim Operations of the Companies. Seller covenants From and agrees that, after the date hereof and prior to until the Closing Date (or earlier termination of this Agreement pursuant Agreement), Honeywell and the Sellers shall cause the Companies and their Subsidiaries to its terms conduct their respective businesses only in the ordinary course consistent with past practice (unless including payment of trade payables and rent) and use their commercially reasonable efforts to preserve intact the assets (tangible and intangible) of, and the business organizations and relationships with employees and third parties having material business dealings with, the Companies and their Subsidiaries. Without limiting the generality of the foregoing, except (1) as otherwise expressly required by this Agreement, (2) for actions approved in writing in advance by Purchaser shall otherwise approve in writing, (which approval shall not be unreasonably withheld, conditioned withheld or delayed), or unless (3) as otherwise contemplated by this Agreement or disclosed in required to comply with applicable Law, and (4) as set forth on Section 6.1 5.1 of the Disclosure Schedule): (a) , from and after the businesses of date hereof Honeywell and Sellers shall cause the Companies and their Subsidiaries not to take any of the following actions: (a) adopt any change in their respective certificates of incorporation or bylaws or other similar organization or governing documents; (b) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Companies or their Subsidiaries; (c) (i) issue, sell, transfer, pledge, dispose of or encumber the Shares or any shares of capital stock of the Subsidiaries of the Companies, (ii) split, combine, subdivide or reclassify the Shares or any shares of capital stock of the Subsidiaries of the Companies, (iii) declare, set aside or pay any dividend or other distribution, other than dividends or other distributions payable in cash on or prior to the Closing, with respect to the Shares or any shares of capital stock of the Subsidiaries of the Companies or (iv) redeem, purchase or otherwise acquire directly or indirectly the Shares or any shares of capital stock of the Subsidiaries of the Companies; (d) (x) materially increase the benefits under any Plans or modify any Plan where such modification has a material cost impact on the Companies or their Subsidiaries or (y) increase the salary, bonus or other compensation payable to any employee of the Companies or their Subsidiaries other than with respect to employees of the Companies or their Subsidiaries with salaries of less than $80,000 per year in the ordinary course of the business consistent with past practice; provided, however, that nothing in this Agreement shall be conducted prevent the Companies or their Subsidiaries from entering into employment agreements or severance agreements in all material respects each case with employees whose base salaries are $80,000 or less in the ordinary course of business consistent with past practice; provided, further, that no such agreements with new employees shall provide for benefits upon or following a “change of control”; (be) except as set forth in Section 5.1 of the Companies and their Subsidiaries shall not (i) amend their articles Disclosure Schedule, enter into or consummate any transaction involving the acquisition of incorporationthe business, bylawsstock, limited liability company agreements or similar organizing documents; (ii) split, combine, subdivide or reclassify their outstanding shares of capital stock assets or other equity interests; or (iii) repurchase, redeem or otherwise acquire, or make any dividends or distributions on account of, any shares properties of their capital stock, equity interests or any securities convertible into their capital stock or equity interests (it being understood that this provision shall not prohibit (a) dividends of cash from the Companies’ Subsidiaries or any other entities in which the Companies or their Subsidiaries have invested, or Person (b) any inter-company cash management other than purchases of inventory or other payments made by the Companies and their Subsidiaries to GEC or its Affiliates business assets in the ordinary course of businessbusiness consistent with past practice); (cf) sell, lease, license or otherwise dispose of any material amount of assets or property except pursuant to existing Material Contracts disclosed in Section 3.13(a) of the Disclosure Schedule, except as required by applicable Law, set forth in Section 5.1 of the Companies and their Subsidiaries shall not: (i) enter into, renew, adopt or amend (except for renewals on substantially identical terms) any employee welfare, pension, retirement, profit-sharing or similar plan, program, agreement, policy or arrangement (including those containing severance or change in control provisions); (ii) enter into, modify, adopt or amend (except for renewals on substantially identical terms) any employee benefit plan; (iii) enter into, modify or amend any employment or consulting agreement (except for renewals on substantially identical terms) with, or grant or announce any increase in the salaries, bonuses, retention or success pay or other benefits payable by the Companies or any of their Subsidiaries to any of their officers, directors, consultants or employees, other than as required by Law Disclosure Schedule and except for merit sales or other increases in compensation or benefits in the ordinary course dispositions of business, consistent with past practice, but in any event, not in excess of 3% in the aggregate for any Person, pursuant to any plans, programs or agreements existing on the date hereof; or (iv) hire any employee outside of the scope of the budget of the Companies and their Subsidiaries previously provided to Purchaser (excluding any person hired as a replacement for an employee who has left the employ of the Companies or their Subsidiaries); (d) the Companies and their Subsidiaries shall not (i) incur or assume any long-term or short-term debt, issue any debt securities or incur any indebtedness for borrowed or purchase money or letters of credit, except for borrowings from GEC, Seller or its Affiliates inventory in the ordinary course of business consistent with past practice and except for sales or other dispositions of assets that, individually or in the aggregate, do not involve more than $100,000 and $1,000,000, respectively; (through participation in GEC’sg) other than as required by the Code or applicable Laws, Seller’s (i) make or rescind any material tax election with respect to any of the Companies or their Subsidiaries, (ii) change any of its material methods of reporting income or deductions for Tax purposes, (iii) compromise any Tax liability of any of the Companies or their Subsidiaries that is material to the Companies and their Affiliates’ cash management program)Subsidiaries or (iv) issue a waiver to extend the period of limitations for the payment or assessment of any Tax; (i) other than in the ordinary course of business consistent with past practice, incur any Indebtedness; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other Person except as set forth in Section 6.1 of the Disclosure Schedule; (iii) make any material loans, advances or capital contributions to, or investments in, any other Person, whether by purchase of stock or securities, contributions to capital, property transfer or otherwise; (iv) mortgage, pledge or otherwise encumber any of their assets, create any Encumbrance of any kind with respect to any such asset other than Permitted Encumbrances, or sell, transfer or otherwise dispose of any of their assets except in the ordinary course of business consistent with past practice; (viii) authorize, or make any commitment with respect toloans, any single capital expenditure that is in excess of $125,000 advances or capital expenditures contributions to or investments in excess any other Person (other than to Subsidiaries of $700,000 for the Companies and their Subsidiaries taken as a wholeor customary loans or advances to employees, in each case in the ordinary course of business consistent with past practice); or (viiv) make mortgage or pledge any prepayments with respect toof its material assets, tangible or intangible, or advance create or suffer to exist any funds under, any agreement or arrangement to which the Companies or their Subsidiaries is a party; Encumbrance thereupon (e) the Companies and their Subsidiaries shall not issue, deliver, sell or encumber shares of any class of their capital stock, equity interests or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, any such shares or interests; (f) the Companies and their Subsidiaries shall not acquire any business, corporation, partnership, limited liability company, other business organization or any division thereof, whether by merger, consolidation, the purchase of a substantial portion of the assets of such business or otherwise; (g) the Companies and their Subsidiaries shall not change their accounting policies, practices or methods except as required by GAAP or by the rules and regulations of the United States Securities and Exchange Commission; (h) the Companies and their Subsidiaries shall not make, change or revoke any Tax election, enter into any closing agreement, settle or compromise any Tax claim or assessment, file any amended Tax Return, change any Tax reporting method policy or procedure or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxesthan Permitted Encumbrances); (i) Seller shall not pledge except as may be required as a result of a change in Law or otherwise encumber in GAAP, change, in any material respect, any of the Sharesaccounting principles or practices used by the Companies and their Subsidiaries; (j) manage working capital other than in the Companies ordinary course of business consistent with past practice, including, not extending the payment of accounts payable, accelerating the collection accounts receivable or failing to maintain and their Subsidiaries shall not adopt a plan manage inventory levels, in each case, in the ordinary course of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise permit its corporate or limited liability company existence to be suspended, lapsed or revokedbusiness consistent with past practice; (k) the Companies and their Subsidiaries shall not (i) enter into any contractinto, agreement terminate, or arrangement that would be a Material Contract if entered into prior to the date hereof or (ii) modify, amend or terminate waive any material provisions or rights under any Material Contract, in each case, other than in the ordinary course of business; (l) enter into any new lease or sublease of Leased Real Property or terminate, or amend or waive any material provisions or rights under, any lease or sublease with respect to any Leased Real Property, in each case, other than in the ordinary course of business; (m) change, in a manner adverse to the Companies or their Subsidiaries, the material terms and conditions of their Subsidiaries shall not sell, lease, license, transfer business relationships with Key Customers or otherwise dispose Key Suppliers other than in the ordinary course of business consistent with past practice; (n) terminate or close any facility; (o) write up or down of any of the assets of the Companies or their Subsidiaries with a value individually or in the aggregate in excess of $100,000 individually 1,500,000 other than as may be required by GAAP or in the aggregateother applicable Laws; (mp) the Companies and their Subsidiaries shall not take settle, conciliate or compromise any action to replace material action, claim, action, suit, investigation or proceeding or enter into any property management systemconsent decree, injunction or similar restraint or form of equitable relief in settlement thereof; (nq) GEC, Seller, incur or commit to any capital expenditures other than capital expenditures incurred or committed to in the Companies and their Subsidiaries shall not take ordinary course of business consistent in all material respects with the 2005 capital expenditure budget attached as Section 5.1(q) of the Disclosure Schedule or enter into any action or fail to take new line of business; (r) implement any action within their control which would cause any representation or warranty layoff of GEC or Seller in this Agreement to be or become untrue in employees that could implicate the WARN Act; (s) make any material respectpurchase commitment not in the ordinary course of business consistent with past practice; andor (ot) the Companies shall not enter intoauthorize, or permit any of their Subsidiaries agree or commit to enter intodo, any commitments whether in writing or agreements to do otherwise, any of the foregoing. In addition, between the date hereof and the Closing: (x) GEC shall complete all reasonably necessary documentation to transfer all right, title and interest in (1) the approximately forty (40) time clocks used by ResortQuest Hawaii, LLC to ResortQuest Hawaii, LLC so as to allow for ResortQuest Hawaii LLC’s use thereof in conjunction with its license of the Kronos time-keeping software following the Closing; and (2) the two (2) check printers and two (2) check sealing machines currently used by ResortQuest Hawaii, LLC for their continued use by ResortQuest Hawaii, LLC following the Closing, and (y) where reasonably requested to do so by Purchaser, GEC shall cooperate with Purchaser to provide it with adequate documentation of professional liability coverage afforded the Companies and their Subsidiaries by GEC and its predecessors on a historical basis, where reasonably available to GEC, so as to allow Purchaser the opportunity to obtain endorsement of the Companies and their Subsidiaries, at the sole cost and expense of Purchaser, for conduct occurring prior to the Closing.

Interim Operations of the Companies. Seller covenants and agrees thatExcept as permitted, after required or contemplated by this Agreement, including those actions contemplated in Section 7.1 of the Disclosure Schedule, during the period commencing on the date hereof and prior to ending on the Closing Date Date, ARCap shall, and shall cause its Subsidiaries, the Fund Entities and the Fund Entities' respective Subsidiaries to, conduct their respective businesses in the ordinary course substantially consistent with past practice and seek to preserve intact the assets of and the business organizations and relationships with employees, suppliers, agents, landlords and third parties having material business dealings with ARCap, the Fund Entities and their respective Subsidiaries. Without limiting the generality of the foregoing, except: (1) as otherwise expressly contemplated by, or earlier termination of required to consummate the transactions contemplated by, this Agreement pursuant to its terms Agreement; (unless Purchaser shall otherwise approve 2) for actions approved in writing, advance by Purchasers in writing (which approval shall not be unreasonably withheld, conditioned withheld or delayed, or unless ); (3) as otherwise contemplated by this Agreement or disclosed required to comply with applicable Law (provided that prompt written notice of such compliance is given to Purchasers); and (4) as set forth in Section 6.1 7.1 of the Disclosure Schedule):, from and after the date hereof and ending on the Closing Date, ARCap shall not, and shall cause its Subsidiaries, the Fund Entities and the Fund Entities' respective Subsidiaries not to, take any of the following actions: (a) adopt any change in their respective certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other organizational or governing documents of such Person; (b) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, restructuring, recapitalization or other reorganization of any of ARCap, the businesses Fund Entities or any of their respective Subsidiaries; (c) (A) issue, sell, transfer, pledge, dispose of or encumber any securities issued by ARCap, the Fund Entities or any of their respective Subsidiaries, (B) split, combine, subdivide or reclassify any securities of ARCap, the Fund Entities or any of their respective Subsidiaries, (C) declare, 55 set aside or pay any dividend or other distribution, other than dividends or other distributions payable in cash, with respect to the Seller Units or any securities issued by ARCap, the Fund Entities or any of their respective Subsidiaries; or (D) redeem, purchase or otherwise acquire directly or indirectly the Seller Units or any securities of ARCap, the Fund Entities or any of their respective Subsidiaries; (d) increase the benefits under any Plans or modify any Plan where such modification has a cost impact on ARCap, the Fund Entities or any of their respective Subsidiaries or increase the compensation payable to any employee, director or consultant of ARCap, the Fund Entities or any of their respective Subsidiaries; (e) create any new arrangement, agreement, policy or practice that would constitute a Plan, including, without limitation, any employment agreements or severance agreements with new employees, directors or consultants; (f) enter into any Contract or consummate any transaction involving the acquisition of the Companies and their Subsidiaries shall be conducted in all material respects business, stock, assets or other properties of any other Person (other than purchases in the ordinary course of business consistent with past practice; (b) the Companies and their Subsidiaries shall not (i) amend their articles of incorporation, bylaws, limited liability company agreements or similar organizing documents; (ii) split, combine, subdivide or reclassify their outstanding shares of capital stock or other equity interests; or (iii) repurchase, redeem or otherwise acquire, or make any dividends or distributions on account of, any shares of their capital stock, equity interests or any securities convertible into their capital stock or equity interests (it being understood that this provision shall not prohibit (a) dividends of cash from the Companies’ Subsidiaries or any other entities in which the Companies or their Subsidiaries have invested, or (b) any inter-company cash management or other payments made by the Companies and their Subsidiaries to GEC or its Affiliates in the ordinary course of business); (cg) sell, lease, license or otherwise dispose of any assets or property, including Intellectual Property, except as required by applicable Law, the Companies and their Subsidiaries shall not: pursuant to existing Contracts (i) enter into, renew, adopt or amend (except for renewals on substantially identical terms) any employee welfare, pension, retirement, profit-sharing or similar plan, program, agreement, policy or arrangement (including those containing severance or change in control provisions); (ii) enter into, modify, adopt or amend (except for renewals on substantially identical terms) any employee benefit plan; (iii) enter into, modify or amend any employment or consulting agreement (except for renewals on substantially identical terms) with, or grant or announce any increase in the salaries, bonuses, retention or success pay or other benefits payable by the Companies or any of their Subsidiaries to any of their officers, directors, consultants or employees, other than as required by Law and except for merit or other increases in compensation or benefits in the ordinary course of business, consistent with past practice, but in any event, not in excess of 3% in the aggregate for any Person, pursuant to any plans, programs or agreements existing on the date hereof; or (iv) hire any employee outside of the scope of the budget of the Companies and their Subsidiaries previously provided to Purchaser (excluding any person hired as a replacement for an employee who has left the employ of the Companies or their Subsidiaries); (d) the Companies and their Subsidiaries shall not (i) incur or assume any long-term or short-term debt, issue any debt securities or incur any indebtedness for borrowed or purchase money or letters of credit, except for borrowings from GEC, Seller or its Affiliates transactions in the ordinary course of business consistent with past practice practice); (through participation in GEC’sA) make or rescind any material tax election with respect to any of ARCap, Seller’s and the Fund Entities or any of their Affiliates’ cash management program); respective Subsidiaries, (iiB) change any of its material methods of reporting income or deductions for Tax purposes, (C) compromise any Tax liability of any of ARCap, the Fund Entities or any of their respective Subsidiaries that is material to ARCap, the Fund Entities or any of their respective Subsidiaries or (D) issue a waiver to extend the period of limitations for the payment or assessment of any Tax; (i) (A) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other Person Person, except as set forth for obligations of ARCap, the Fund Entities and their respective Subsidiaries incurred in Section 6.1 the ordinary course of the Disclosure Schedulebusiness and consistent with past practice; (iiiB) make any material loans, advances or capital contributions to, to or investments in, in any other PersonPerson (other than to ARCap, whether by purchase the Fund Entities or any of stock their respective Subsidiaries pursuant to existing contracts or securities, contributions to capital, property transfer in connection with any servicing activity or otherwisebusiness conducted in the ordinary course); (ivC) mortgage, pledge or otherwise encumber the equity interests of any of ARCap REIT, the Fund Entities or any of their respective Subsidiaries; or (D) mortgage or pledge any of its material assets, create any Encumbrance of any kind with respect to any such asset other than Permitted Encumbrancestangible or intangible, or sellcreate or suffer to exist any material Encumbrance thereupon, transfer or otherwise dispose of any of their assets except in the ordinary course of business consistent with past practice; (v) authorize, or make any commitment with respect to, any single capital expenditure that is in excess of $125,000 or capital expenditures in excess of $700,000 for the Companies and their Subsidiaries taken as a whole; or (vi) make any prepayments with respect to, or advance any funds under, any agreement or arrangement to which the Companies or their Subsidiaries is a party; (e) the Companies and their Subsidiaries shall not issue, deliver, sell or encumber shares of any class of their capital stock, equity interests or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, any such shares or interests; (f) the Companies and their Subsidiaries shall not acquire any business, corporation, partnership, limited liability company, other business organization or any division thereof, whether by merger, consolidation, the purchase of a substantial portion of the assets of such business or otherwise; (g) the Companies and their Subsidiaries shall not change their accounting policies, practices or methods except as required by GAAP or by the rules and regulations of the United States Securities and Exchange Commission; (h) the Companies and their Subsidiaries shall not make, change or revoke any Tax election, enter into any closing agreement, settle or compromise any Tax claim or assessment, file any amended Tax Return, change any Tax reporting method policy or procedure or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes; (i) Seller shall not pledge or otherwise encumber the Shares; (j) except as may be required as a result of a change in Law or in GAAP, change any of the Companies and accounting principles or practices used by ARCap, the Fund Entities or any of their Subsidiaries shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise permit its corporate or limited liability company existence to be suspended, lapsed or revokedrespective Subsidiaries; (k) pay accounts payable or collect accounts receivable other than in the Companies and their Subsidiaries shall not (i) enter into any contract, agreement or arrangement that would be a Material Contract if entered into prior to the date hereof or (ii) modify, amend or terminate any Material Contractordinary course of business consistent with past practice; (l) the Companies and their Subsidiaries shall not sell, lease, license, transfer or otherwise dispose of assets of the Companies or their Subsidiaries fail to meet all capital calls with a value in excess of $100,000 individually or in the aggregate;respect to any commitment it has made to its Subsidiaries; or (m) the Companies and their Subsidiaries shall not take any action to replace any property management system; (n) GEC, Seller, the Companies and their Subsidiaries shall not take any action or fail to take any action within their control which would cause any representation or warranty confer with Marc D. Schnitzer concerning operational matters that are oxxxxxx xxx xxxxxxry course of GEC or Seller in this Agreement to be or become untrue in any material respect; and (o) the Companies shall not enter into, or permit any of their Subsidiaries to enter into, any commitments or agreements to do any of the foregoing. In addition, between the date hereof and the Closing: (x) GEC shall complete all reasonably necessary documentation to transfer all right, title and interest in (1) the approximately forty (40) time clocks used by ResortQuest Hawaii, LLC to ResortQuest Hawaii, LLC so as to allow for ResortQuest Hawaii LLC’s use thereof in conjunction with its license of the Kronos time-keeping software following the Closing; and (2) the two (2) check printers and two (2) check sealing machines currently used by ResortQuest Hawaii, LLC for their continued use by ResortQuest Hawaii, LLC following the Closing, and (y) where reasonably requested to do so by Purchaser, GEC shall cooperate with Purchaser to provide it with adequate documentation of professional liability coverage afforded the Companies and their Subsidiaries by GEC and its predecessors on a historical basis, where reasonably available to GEC, so as to allow Purchaser the opportunity to obtain endorsement of the Companies and their Subsidiaries, at the sole cost and expense of Purchaser, for conduct occurring prior to the Closingbusiness.

Interim Operations of the Companies. Seller covenants and agrees that, after the date hereof and prior Prior to the Closing Date or the earlier termination of this Agreement pursuant to its terms (unless Purchaser shall otherwise approve in writingAgreement, which approval shall not except as may be unreasonably withheld, conditioned set forth on Schedule 6.1 or delayed, or unless as otherwise may be specifically contemplated by this Agreement or disclosed in Section 6.1 of the Disclosure Schedule): Agreement: (a) each Company shall, and the businesses of Stockholders shall cause the Companies and their Subsidiaries shall be conducted in all material respects in the ordinary course of business consistent with past practice; (b) the Companies and their Subsidiaries shall not (i) amend their articles of incorporation, bylaws, limited liability company agreements or similar organizing documents; (ii) split, combine, subdivide or reclassify their outstanding shares of capital stock or other equity interests; or (iii) repurchase, redeem or otherwise acquire, or make any dividends or distributions on account of, any shares of their capital stock, equity interests or any securities convertible into their capital stock or equity interests (it being understood that this provision shall not prohibit (a) dividends of cash from the Companies’ Subsidiaries or any other entities in which the Companies or their Subsidiaries have invested, or (b) any inter-company cash management or other payments made by the Companies and their Subsidiaries to GEC or its Affiliates in the ordinary course of business); (c) except as required by applicable Law, the Companies and their Subsidiaries shall not: (i) enter into, renew, adopt or amend (except for renewals on substantially identical terms) any employee welfare, pension, retirement, profit-sharing or similar plan, program, agreement, policy or arrangement (including those containing severance or change in control provisions); (ii) enter into, modify, adopt or amend (except for renewals on substantially identical terms) any employee benefit plan; (iii) enter into, modify or amend any employment or consulting agreement (except for renewals on substantially identical terms) with, or grant or announce any increase in the salaries, bonuses, retention or success pay or other benefits payable by the Companies or any of their Subsidiaries to any of their officers, directors, consultants or employees, other than as required by Law and except for merit or other increases in compensation or benefits in the ordinary course of business, consistent with past practice, but in any event, not in excess of 3% in the aggregate for any Person, pursuant to any plans, programs or agreements existing on the date hereof; or (iv) hire any employee outside of the scope of the budget of the Companies and their Subsidiaries previously provided to Purchaser (excluding any person hired as a replacement for an employee who has left the employ of the Companies or their Subsidiaries); (d) the Companies and their Subsidiaries shall not (i) incur or assume any long-term or short-term debt, issue any debt securities or incur any indebtedness for borrowed or purchase money or letters of credit, except for borrowings from GEC, Seller or its Affiliates in the ordinary course of business consistent with past practice (through participation in GEC’s, Seller’s and their Affiliates’ cash management program); (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other Person except as set forth in Section 6.1 of the Disclosure Schedule; (iii) make any material loans, advances or capital contributions to, or investments in, any other Person, whether by purchase of stock or securities, contributions to capital, property transfer or otherwise; (iv) mortgage, pledge or otherwise encumber any of their assets, create any Encumbrance of any kind with respect to any such asset other than Permitted Encumbrances, or sell, transfer or otherwise dispose of any of their assets except conduct the Business solely in the ordinary course of business consistent with past practice; (vb) authorizethe Companies and the Stockholders shall use commercially reasonable efforts to (i) preserve intact each Company’s present business organizations, (ii) keep available the services of each Company’s present officers, managers and employees and agents, and (iii) preserve each Company’s relationships with customers, suppliers and others having business dealings with it; and (c) except as otherwise expressly contemplated by this Agreement, each Company shall, and the Stockholders shall cause the Companies to (i) manage its financial matters and Working Capital in the ordinary course of business consistent with past practices, and (ii) pay or perform other obligations when due in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, unless Buyer has previously consented in writing, each Company shall not, and the Stockholders shall not permit any Company to: (a) incur any indebtedness for borrowed money or issue any long-term debt securities or assume, guarantee or endorse such obligations of any other Person, except for indebtedness for borrowed money incurred in the ordinary course of business consistent with past practice under lines of credit existing on the Agreement Date or other indebtedness to be paid off at or prior to Closing; (b) except in the ordinary course of business consistent with past practice, (i) acquire or dispose of any property or assets, (ii) mortgage or encumber or otherwise subject to any Lien any properties or assets (other than Permitted Liens), or make (iii) cancel or waive any commitment debts owed to or claims or rights held by any Company; (i) other than in the ordinary course of business consistent with respect topast practice, enter into, modify, amend or, except upon a counter-party’s breach thereof, terminate any Material Contract, or (ii) default in the performance of any material covenant under any Material Contract, which default is not cured within any applicable grace period; (d) engage in any transactions with, or enter into any Contracts with, any single capital expenditure that is Affiliates of any Company, except to the extent required by Law; (e) change its fiscal year-end inventory, shipping operations or cut-off procedures; (f) effectuate a “plant closing” or “mass layoff” (as those terms are defined under the WARN Act) affecting in excess whole or in part any site of $125,000 employment, facility, operating unit or employees of any Company; (g) make capital expenditures in excess of $700,000 for the Companies and their Subsidiaries taken as a whole; or (vi) make any prepayments with respect to, or advance any funds under, any agreement or arrangement to which amounts set forth in the Companies or their Subsidiaries is a partybudget contained in Schedule 6.1(g); (eh) the Companies and their Subsidiaries shall not issue, deliver, sell cancel or encumber shares of terminate any class of their capital stock, equity interests insurance policy naming it as a beneficiary or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, any such shares or interestsa loss payable payee without obtaining substantially comparable substitute insurance coverage; (fi) acquire or agree to acquire by merging or consolidating with, or by purchasing the Companies and their Subsidiaries shall not acquire any business, corporation, partnership, limited liability company, other business organization stock or any division thereof, whether by merger, consolidation, the purchase of a substantial portion of the assets of such of, or by any other manner, any business or otherwise; (g) the Companies and their Subsidiaries shall not change their accounting policiesany corporation, practices partnership, association or methods except as required by GAAP other business organization or by the rules and regulations of the United States Securities and Exchange Commission; (h) the Companies and their Subsidiaries shall not make, change or revoke any Tax election, enter into any closing agreement, settle or compromise any Tax claim or assessment, file any amended Tax Return, change any Tax reporting method policy or procedure or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes; (i) Seller shall not pledge or otherwise encumber the Sharesdivision thereof; (j) increase the Companies and their Subsidiaries shall rate of compensation or benefits of, or pay or agree to pay any benefit to (including, but not adopt a plan of complete limited to, severance or partial liquidationtermination pay), dissolutionpresent or former managers, mergerdirectors, consolidationofficers, restructuringemployees or consultants, recapitalization except as may be required by any existing plan, agreement or other reorganization or otherwise permit its corporate or limited liability company existence arrangement disclosed to be suspended, lapsed or revokedBuyer on Schedule 6.1(j); (k) the Companies and their Subsidiaries shall not (i) enter into any contractinto, agreement or arrangement that would be a Material Contract if entered into prior to the date hereof or (ii) modifyadopt, amend or terminate any Material Contractagreement relating to the compensation or severance of any employee or consultant of any of any Company other than in the ordinary course of business consistent with past practice, except to the extent required by Law or any existing Contracts; (l) the Companies and their Subsidiaries shall not sellmake any change to its accounting (including Tax accounting) methods, lease, license, transfer principles or otherwise dispose of assets of the Companies or their Subsidiaries with a value in excess of $100,000 individually or in the aggregatepractices; (m) the Companies and their Subsidiaries shall not take any action to replace any property management systemamend its certificate of incorporation or by-laws or certificate of formation or operating agreement (or equivalent organizational documents); (n) GECexcept as set forth on Schedule 6.1(n), Sellerdeclare or pay any dividends or distributions or repurchase any shares of capital stock, LLC Interests or other equity interests; (o) issue or sell any capital stock or other equity interests or options, warrants, calls, subscriptions or other rights to purchase any capital stock or other equity interests of any Company or split, combine or subdivide the Companies and their Subsidiaries shall not capital stock or other equity interests of any Company; (p) take any action that would reasonably be expected to, or fail to take any action within their control which that if not taken would cause reasonably be expected to, result in the occurrence of any representation event that, if such event had occurred subsequent to the 2012 Balance Sheet date and prior to the Agreement Date or warranty the Closing Date, would have been required to have been disclosed on Schedule 4.6; or (q) make or grant any bonus or any wage or salary increase to any employee or group of GEC employees, or Seller make or grant any increase in this Agreement any employee benefit plan or arrangement, or amend or terminate any existing employee benefit plan or arrangement or adopt any new employee benefit plan or arrangement (in each case, other than in the ordinary course of business consistent with past practice) or as required pursuant to the terms of existing agreements or commitments; (r) change any Tax elections, amend any Tax returns, change the past practice or reporting position in filing any Tax Returns, or settle any Tax controversies or audits; and (s) take any action that is intended or may reasonably be expected to result in any of the representations and warranties set forth in Article III being or become becoming untrue in any material respect; andor (ot) the Companies shall not enter into, or permit any of their Subsidiaries agree to enter into, any commitments or agreements to do take any of the foregoing. In addition, between the date hereof and the Closing: actions described in sub-clauses (xa) GEC shall complete all reasonably necessary documentation to transfer all right, title and interest in through (1s) the approximately forty (40) time clocks used by ResortQuest Hawaii, LLC to ResortQuest Hawaii, LLC so as to allow for ResortQuest Hawaii LLC’s use thereof in conjunction with its license of the Kronos time-keeping software following the Closing; and (2) the two (2) check printers and two (2) check sealing machines currently used by ResortQuest Hawaii, LLC for their continued use by ResortQuest Hawaii, LLC following the Closing, and (y) where reasonably requested to do so by Purchaser, GEC shall cooperate with Purchaser to provide it with adequate documentation of professional liability coverage afforded the Companies and their Subsidiaries by GEC and its predecessors on a historical basis, where reasonably available to GEC, so as to allow Purchaser the opportunity to obtain endorsement of the Companies and their Subsidiaries, at the sole cost and expense of Purchaser, for conduct occurring prior to the Closingabove.

Interim Operations of the Companies. Seller Each of the Companies covenants and agrees that, except (i) as expressly provided in this Agreement, (ii) with the prior written consent of Parent, or (iii) as set forth in Section 5.1 of the Companies Disclosure Schedules, after the date hereof and prior to the Closing Date or earlier termination of this Agreement pursuant to its terms (unless Purchaser shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, or unless as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Disclosure Schedule):Effective Time: (a) Except for any payment by the businesses Companies (including prepayment) of Indebtedness prior to the Effective Time, the business of the Companies and their Subsidiaries shall be conducted in all material respects in the ordinary course of business consistent with past practice; (b) the Companies and their Subsidiaries shall not (i) amend their articles of incorporation, bylaws, limited liability company agreements or similar organizing documents; (ii) split, combine, subdivide or reclassify their outstanding shares of capital stock or other equity interests; or (iii) repurchase, redeem or otherwise acquire, or make any dividends or distributions on account of, any shares of their capital stock, equity interests or any securities convertible into their capital stock or equity interests (it being understood that this provision shall not prohibit (a) dividends of cash from the Companies’ Subsidiaries or any other entities in which the Companies or their Subsidiaries have invested, or (b) any inter-company cash management or other payments made by the Companies and their Subsidiaries to GEC or its Affiliates in the ordinary course of business); (c) except as required by applicable Law, the Companies and their Subsidiaries shall not: (i) enter into, renew, adopt or amend (except for renewals on substantially identical terms) any employee welfare, pension, retirement, profit-sharing or similar plan, program, agreement, policy or arrangement (including those containing severance or change in control provisions); (ii) enter into, modify, adopt or amend (except for renewals on substantially identical terms) any employee benefit plan; (iii) enter into, modify or amend any employment or consulting agreement (except for renewals on substantially identical terms) with, or grant or announce any increase in the salaries, bonuses, retention or success pay or other benefits payable by the Companies or any of their Subsidiaries to any of their officers, directors, consultants or employees, other than as required by Law and except for merit or other increases in compensation or benefits in the ordinary course of business, consistent with past practice, but in any event, not in excess of 3% in the aggregate for any Person, pursuant to any plans, programs or agreements existing on the date hereof; or (iv) hire any employee outside of the scope of the budget of the Companies and their Subsidiaries previously provided to Purchaser (excluding any person hired as a replacement for an employee who has left the employ of the Companies or their Subsidiaries); (d) the Companies and their Subsidiaries shall not (i) incur or assume any long-term or short-term debt, issue any debt securities or incur any indebtedness for borrowed or purchase money or letters of credit, except for borrowings from GEC, Seller or its Affiliates in the ordinary course of business consistent with past practice and the Companies shall use all reasonable efforts to preserve their respective business organizations intact and maintain their respective existing relations with material customers, suppliers, employees, creditors and business partners; (through participation b) Neither of the Companies shall, directly or indirectly, split, combine or reclassify its outstanding common stock; (c) Neither of the Companies shall: (i) amend or propose to amend its articles or certificate of incorporation or bylaws or similar organizational documents; (ii) declare, set aside or pay any dividend or other distribution payable in GEC’scash, Seller’s and their Affiliates’ cash management programstock or property with respect to its capital stock; (iii) issue, sell, transfer, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class of MOAC or Pac-Van, other than issuances of MOAC Common Stock pursuant to exercises of MOAC Stock Options; (iv) transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any assets other than the sale of assets in the ordinary course consistent with past practice; or (v) except for the redemption of the Warrants as required by Section 2.4(e) hereof, redeem, purchase or otherwise acquire directly or indirectly any of its capital stock; (d) the Companies shall not: (i) grant any increase in the compensation (whether annual base salary or wages or bonus opportunities or amounts) payable or to become payable by the Companies to any Business Employee (excluding executive officers who shall be given no increases) other than scheduled annual merit increases in annual base salary or wages in the ordinary course of business consistent with past practice in an amount not to exceed 4% in the aggregate for all such Business Employees given such scheduled increases; (ii) adopt or enter into any new, or amend or otherwise increase or terminate, or accelerate the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan, agreement or arrangement or redeem, pay for or offer any consideration for stock options (provided, however, the Companies may accelerate the vesting of any stock options granted during 2006); (iii) hire any new officers, executives or employees at or above the level of vice president (except to replace an officer, executive or employee) or terminate the employment of any officers, executives or employees at or above the level of vice president (except for cause), or promote any officers, executives or employees to, or at or above the level of, vice president (except to replace an officer, executive or employee); (e) the Companies shall not permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated; (f) the Companies shall not: (i) incur or assume any debt under the Credit Facility in excess of Eighty-Six Million Dollars ($86,000,000) or any debt under the Senior Subordinated Loan in the principal amount in excess of Twenty-Five Million Dollars ($25,000,000); (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any Person (other Person except as set forth in Section 6.1 of than the Disclosure ScheduleCompanies); (iii) make any material loans, advances or capital contributions to, or investments in, any other Person, whether by purchase of stock ; or securities, contributions to capital, property transfer or otherwise; (iv) mortgage, pledge make any capital expenditure or otherwise encumber any of their assets, create any Encumbrance of any kind with respect to any such asset commitment therefor other than Permitted Encumbrances, or sell, transfer or otherwise dispose of any of their assets except in the ordinary course of business consistent with past practice; (v) authorize, or make any commitment with respect to, any single capital expenditure that is practice and in excess of $125,000 or accordance the Company’s budgeted capital expenditures for calendar year 2008 set forth in excess Section 5.1 of $700,000 for the Companies and their Subsidiaries taken as a whole; or (vi) make any prepayments with respect to, or advance any funds under, any agreement or arrangement to which the Companies or their Subsidiaries is a party; (e) the Companies and their Subsidiaries shall not issue, deliver, sell or encumber shares of any class of their capital stock, equity interests or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, any such shares or interests; (f) the Companies and their Subsidiaries shall not acquire any business, corporation, partnership, limited liability company, other business organization or any division thereof, whether by merger, consolidation, the purchase of a substantial portion of the assets of such business or otherwiseDisclosure Schedules; (g) the Companies and their Subsidiaries shall not change their any of the accounting methods, policies, procedures, practices or methods except as principles used by it unless required by GAAP or by the rules and regulations of the United States Securities and Exchange CommissionGAAP; (h) the Companies and their Subsidiaries shall not make, change or revoke any Tax election, enter into any closing agreement, settle or compromise any Tax claim or assessment, file any amended Tax Return, change any Tax reporting method policy or procedure or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes; (i) Seller shall not pledge or otherwise encumber the Shares; (j) the Companies and their Subsidiaries shall will not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Companies other than the Merger; (i) the Companies shall not merge or consolidate with any other Person or Persons, acquire assets or capital stock of any Person or Persons with aggregate purchase price in excess of Ten Million Dollars ($10,000,000) (which calculation of purchase price shall include the assumption of Indebtedness) (other than the acquisition of inventory in the ordinary course of business consistent with past practice) or sell, license or otherwise permit dispose of any of its corporate assets or limited liability company existence to be suspendedbusiness (other than the sales of inventory in the ordinary course of business consistent with past practice); (j) the Companies shall not enter into any joint venture, lapsed partnership or revokedother similar arrangement; (k) the Companies and their Subsidiaries shall not (i) enter into any contract, agreement or arrangement Contract that if existing on the date hereof would be a “Company Material Contract” other than Contracts with suppliers and customers in the ordinary course consistent with past practice, (ii) terminate, amend, supplement or modify in any material respect any Company Material Contract if entered into prior to which either of the Companies is a party, (iii) waive, release, cancel, allow to lapse, convey, encumber or otherwise transfer any rights or claims under any Company Material Contract, (iv) change incentive policies or payments under any Company Material Contract existing on the date hereof or entered into after the date hereof, or (iiv) modify, amend or terminate enter into any Material ContractContract relating to the disposition of assets and/or capital stock except as permitted by Section 5.5; (l) the Companies and their Subsidiaries shall not sellsettle or compromise any (i) material Action, leasewhether administrative, licensecivil or criminal, transfer in law or otherwise dispose of assets in equity or (ii) any claim under any insurance policy for the benefit of the Companies or their Subsidiaries with a value in excess of $100,000 individually or in the aggregateCompanies; (m) the Companies and their Subsidiaries shall not take waive or fail to enforce any action provision of any confidentiality agreement or standstill or similar agreement to replace any property management systemwhich it is a party; (n) GEC, Seller, the Companies and their Subsidiaries shall not make or change any elections with respect to Taxes, amend any Tax Returns, change any annual Tax accounting period, adopt or change any Tax accounting method, enter into any closing agreement, settle or compromise any proceeding with respect to any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies, take any action that would have the effect of deferring any liability for Taxes to any taxable period ending after the Closing Date, or fail to take any other similar action within their control which would cause relating to the filing of any representation Tax Return or warranty the payment of GEC or Seller in this Agreement to be or become untrue in any material respect; andTax; (o) the Companies shall not pay, discharge or satisfy any claim, liability or obligation (including contingent claims, liabilities and obligations), other than in the ordinary course of business consistent with past practice; provided, however, the Companies shall pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices; (p) the Companies shall not enter intointo any material line of business other than the line of business in which the Companies are currently engaged as of the date of this Agreement; (q) the Companies shall not engage in any material transaction with any officer, director, stockholder of MOAC or permit other Affiliate of MOAC or any of its Subsidiaries; (r) the Companies shall maintain their Subsidiaries respective books of account and records in the usual and ordinary manner, and in conformity with its past practices; (s) the Companies shall deliver to Parent any notice of default or breach by any party to any Company Material Contract or Indebtedness of the Companies; (t) the Companies shall withhold all Taxes required to be withheld and remitted by or on behalf of the Companies in connection with amounts paid or owing to any employee or other Person, and pay such Taxes to the proper Governmental Authority or set aside such Taxes in accounts for such purpose; and (u) the Companies will not enter intointo an agreement, any commitments contract, commitment or agreements arrangement to do any of the foregoing. In addition, between the date hereof and the Closing: (x) GEC shall complete all reasonably necessary documentation or to transfer all rightauthorize, title and interest in (1) the approximately forty (40) time clocks used by ResortQuest Hawaiirecommend, LLC propose or announce an intention to ResortQuest Hawaii, LLC so as to allow for ResortQuest Hawaii LLC’s use thereof in conjunction with its license do any of the Kronos time-keeping software following actions prohibited under the Closing; and foregoing clauses (2b) the two through (2p) check printers and two (2) check sealing machines currently used by ResortQuest Hawaii, LLC for their continued use by ResortQuest Hawaii, LLC following the Closing, and (y) where reasonably requested to do so by Purchaser, GEC shall cooperate with Purchaser to provide it with adequate documentation of professional liability coverage afforded the Companies and their Subsidiaries by GEC and its predecessors on a historical basis, where reasonably available to GEC, so as to allow Purchaser the opportunity to obtain endorsement of the Companies and their Subsidiaries, at the sole cost and expense of Purchaser, for conduct occurring prior to the Closingabove).

Interim Operations of the Companies. Seller covenants From and agrees that, after the date hereof hereof, Honeywell and prior the Sellers shall cause the Companies and their Subsidiaries to conduct their respective businesses only in the Closing Date ordinary course consistent with past practice and use their commercially reasonable efforts to preserve intact their assets (tangible and intangible), including by applying any available insurance proceeds received directly and specifically with respect to their assets to replace or earlier termination repair any such assets, business organizations and relationships with employees and third parties having material business dealings with the Companies or any of their Subsidiaries. Without limiting the generality of the foregoing, except (1) as otherwise expressly required by this Agreement pursuant to its terms Agreement, (unless 2) for actions approved in advance by Purchaser shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld, conditioned withheld or delayed), or unless (3) to the extent required to comply with applicable Law (in which case Purchaser shall nonetheless be notified) and (4) as otherwise contemplated by this Agreement or disclosed in set forth on Section 6.1 5.1 of the Disclosure Schedule): (a) , from and after the businesses of date hereof Honeywell and Sellers shall cause the Companies and their Subsidiaries not to take any of the following actions: (a) adopt any change in their respective certificates of incorporation or bylaws or other similar organization or governing documents; (b) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Companies or their Subsidiaries; (c) (i) issue, sell, transfer, pledge, dispose of or encumber the Shares or any shares of capital stock of the Companies or the Subsidiaries of the Companies, or (ii) grant any option, warrant or other right to purchase or obtain, or otherwise dispose of or encumber, any of the equity securities of the Companies or the Subsidiaries of the Companies; (d) enter into or consummate any transaction involving the acquisition of the business or stock (or, to the extent constituting a going concern business, assets or other properties) of any other Person (other than purchases of inventory and capital equipment in the ordinary course of business consistent with past practice, subject to clause (l) below); (e) sell, assign, lease, license, transfer or otherwise dispose of any material amount of assets or property except as expressly required pursuant to existing Material Contracts and sales of inventory in the ordinary course of business consistent with past practice or mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Encumbrance thereupon (other than permitted Encumbrances); (f) other than in the ordinary course of business, incur or guarantee any Indebtedness, or issue any note, bond or debt security; (g) enter into any Material Contract or materially amend or modify or terminate any Material Contract; (h) enter into any new Company Plan or terminate any Company Plan or increase the benefits under any Company Plan or amend or modify any Company Plan where such amendment or modification has a material cost impact on the Companies and their Subsidiaries taken as a whole, or grant or make a legally binding promise for, any material increase in compensation or benefits to any director, officer, or employee, or any material bonus, severance, incentive, or profit sharing payments, except as required under existing agreements or arrangements that have been Made Available to Purchaser or by applicable Law; provided, however, that nothing in this Agreement shall be conducted in all material respects prevent the Companies or their Subsidiaries from entering into statutory employment agreements with new employees outside the United States, to the extent required by applicable Laws, in the ordinary course of business consistent with past practice; (b) the Companies and their Subsidiaries shall not (i) amend their articles of incorporation, bylaws, limited liability company agreements or similar organizing documents; (ii) split, combine, subdivide or reclassify their outstanding shares of capital stock or other equity interests; or (iii) repurchase, redeem or otherwise acquire, or make any dividends or distributions on account of, any shares change the material terms and conditions of their capital stock, equity interests business relationships with Key Customers or any securities convertible into their capital stock or equity interests (it being understood that this provision shall not prohibit (a) dividends of cash from the Companies’ Subsidiaries or any Key Suppliers other entities in which the Companies or their Subsidiaries have invested, or (b) any inter-company cash management or other payments made by the Companies and their Subsidiaries to GEC or its Affiliates than in the ordinary course of business); (cj) except as required by applicable Law, the Companies and their Subsidiaries shall not: (i) enter into, renew, adopt terminate or amend (except for renewals on substantially identical terms) close any employee welfare, pension, retirement, profit-sharing or similar plan, program, agreement, policy or arrangement (including those containing severance or change in control provisions); (ii) enter into, modify, adopt or amend (except for renewals on substantially identical terms) any employee benefit plan; (iii) enter into, modify or amend any employment or consulting agreement (except for renewals on substantially identical terms) with, or grant or announce any increase in the salaries, bonuses, retention or success pay or other benefits payable by the Companies or any of their Subsidiaries to any of their officers, directors, consultants or employeesfacility, other than as required by Law and except for merit or other increases in compensation or benefits periodic shutdowns in the ordinary course of business, consistent with past practice, but in ; (k) incur or commit to any event, not capital expenditures materially in excess of 3% in the aggregate for capital expenditure budget Made Available to Purchaser, or enter into any Person, new line of business; (l) take any action or omit to take any action that would require disclosure pursuant to any plans, programs or agreements existing on the date hereof; or (iv) hire any employee outside Section 3.6 if each representation and warranty contained therein were remade as of the scope time of such action or omission; or (m) authorize, or agree or commit to do, whether in writing or otherwise, any of the budget of foregoing. Notwithstanding anything herein to the contrary, nothing herein shall or shall be deemed to preclude or otherwise limit Honeywell or its Subsidiaries (including the Companies and their Subsidiaries previously provided Subsidiaries) from: (x) declaring, setting aside or paying any dividends or other distribution in cash with respect to Purchaser (excluding any person hired as a replacement for an employee who has left of the employ shares of capital stock of the Companies or their Subsidiaries);, or redeeming or repurchasing for cash any of the shares of capital stock of the Companies or their Subsidiaries; or (dy) settling, terminating or otherwise canceling any hedging, swap, derivative or other similar transactions (collectively, the “Swaps”), entered into by Honeywell or any of its Subsidiaries (other than the Companies and their Subsidiaries), in whole or in part, for the benefit of the FTCP Business, it being understood and agreed by the Purchaser that any such terminations, settlements or cancellations will result in the Companies and their Subsidiaries shall not (i) incur or assume any long-term or short-term debt, issue any debt securities or incur any indebtedness for borrowed or purchase money or letters of credit, except for borrowings from GEC, Seller or its Affiliates being in the ordinary course of business consistent with past practice (through participation in GEC’s, Seller’s and their Affiliates’ cash management program); (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other Person except as set forth in Section 6.1 of the Disclosure Schedule; (iii) make any material loans, advances or capital contributions to, or investments in, any other Person, whether by purchase of stock or securities, contributions to capital, property transfer or otherwise; (iv) mortgage, pledge or otherwise encumber any of their assets, create any Encumbrance of any kind an unhedged position with respect to the matters covered under the Swaps and subject to any risks that could result from such asset other than Permitted Encumbrances, or sell, transfer a position and Purchaser will have no claim under this Agreement or otherwise dispose of any of their assets except in the ordinary course of business consistent with past practice; (v) authorize, or make any commitment with respect to, any single capital expenditure that is in excess of $125,000 or capital expenditures in excess of $700,000 for the Companies and their Subsidiaries taken as a whole; or (vi) make any prepayments with respect to, or advance any funds under, any agreement or arrangement to which the Companies or their Subsidiaries is a party; (e) the Companies and their Subsidiaries shall not issue, deliver, sell or encumber shares of any class of their capital stock, equity interests or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, any such shares or interests; (f) the Companies and their Subsidiaries shall not acquire any business, corporation, partnership, limited liability company, other business organization or any division thereof, whether by merger, consolidation, the purchase of a substantial portion of the assets result of such business or otherwise; (g) unhedged position, and the Companies and their Subsidiaries shall not change their accounting policies, practices or methods except as actions required by GAAP or by the rules and regulations of the United States Securities and Exchange Commission; (h) the Companies and their Subsidiaries shall not make, change or revoke any Tax election, enter into any closing agreement, settle or compromise any Tax claim or assessment, file any amended Tax Return, change any Tax reporting method policy or procedure or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes; (i) Seller shall not pledge or otherwise encumber the Shares; (j) the Companies and their Subsidiaries shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise permit its corporate or limited liability company existence to be suspended, lapsed or revoked; (k) the Companies and their Subsidiaries shall not (i) enter into any contract, agreement or arrangement that would be a Material Contract if entered into prior to the date hereof or (ii) modify, amend or terminate any Material Contract; (l) the Companies and their Subsidiaries shall not sell, lease, license, transfer or otherwise dispose of assets of the Companies or their Subsidiaries with a value in excess of $100,000 individually or in the aggregate; (m) the Companies and their Subsidiaries shall not take any action to replace any property management system; (n) GEC, Seller, the Companies and their Subsidiaries shall not take any action or fail to take any action within their control which would cause any representation or warranty of GEC or Seller in this Agreement to be or become untrue in any material respect; and (o) the Companies shall not enter into, or permit any of their Subsidiaries to enter into, any commitments or agreements to do any of the foregoing. In addition, between the date hereof and the Closing: (x) GEC shall complete all reasonably necessary documentation to transfer all right, title and interest in (1) the approximately forty (40) time clocks used by ResortQuest Hawaii, LLC to ResortQuest Hawaii, LLC so as to allow for ResortQuest Hawaii LLC’s use thereof in conjunction with its license of the Kronos time-keeping software following the Closing; and (2) the two (2) check printers and two (2) check sealing machines currently used by ResortQuest Hawaii, LLC for their continued use by ResortQuest Hawaii, LLC following the Closing, and (y) where reasonably requested to do so by Purchaser, GEC shall cooperate with Purchaser to provide it with adequate documentation of professional liability coverage afforded the Companies and their Subsidiaries by GEC and its predecessors on a historical basis, where reasonably available to GEC, so as to allow Purchaser the opportunity to obtain endorsement of the Companies and their Subsidiaries, at the sole cost and expense of Purchaser, for conduct occurring prior to the ClosingSection 5.11.