Common use of No Solicitation of Other Offers Clause in Contracts

No Solicitation of Other Offers. (a) The Stockholder shall, and shall cause its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate or encourage the making of any Acquisition Proposal, (ii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix or the agents or representatives of Orix) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking place.

No Solicitation of Other Offers. (a) The Stockholder shall, Corporation and shall cause its Affiliates, affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants representatives and other agents to, shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with (as defined below). Neither the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall notCorporation nor any of its affiliates, shall, directly or indirectly, take (and the Corporation shall not authorize or permit its Affiliatesor its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or affiliates, to so take) any action to (i) solicitencourage, solicit or initiate or encourage the making of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent or the agents Sub or representatives of Orixtheir representatives) in connection with, or take any other action to encourage facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that is would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iiiPROVIDED, HOWEVER, that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) enter into any agreementhereof, arrangement may participate in discussions or understanding negotiations with respect or furnish information to any Acquisition Proposalthird party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (ivx) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, Parent or Sub the approval and recommendation of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Offer and this Agreement dated May 21, 1999 or (vy) approve or recommend, or propose to approveapprove or recommend, any Acquisition Proposal. , provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (bi) In addition the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the obligations Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation three day period described therein and the Stockholder shall promptly payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to Orix copies the acquiror other than reimbursement of any written materials received by the Stockholder out of pocket expenses incurred in connection with any of the foregoingsuch Acquisition Proposal. Any actions permitted under, and the identity taken in compliance with, this Section 5.9 shall not be deemed a breach of the Person making any such Acquisition Proposal other covenant or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeagreement contained in this Agreement.

No Solicitation of Other Offers. (a) The Stockholder Company shall, and shall use its commercially reasonable efforts to cause its Affiliates, Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents immediately to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it Company shall notnot take, directly or indirectly, take (and shall not permit use its Affiliates, commercially reasonable efforts to cause its Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents not to take, to so take) any action to (i) to encourage knowingly, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal, (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix or the agents or representatives of OrixPurchaser) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to encourage manner any inquiries or the making or submission of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iiiv) enter to grant any waiver or release under any standstill, confidentiality or similar agreement (other than waivers or releases in the ordinary course of business) entered into by the Company or any agreementof its Affiliates or representatives; provided, arrangement that the Company, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 5.5(a) and otherwise in compliance with its obligations under Section 5.5(c), may participate in discussions with, request clarifications from, or understanding furnish information to, any Person (other than Purchaser) that makes an unsolicited Acquisition Proposal if (x) such action is taken subject to a confidentiality agreement with respect terms not more favorable to any Acquisition Proposalsuch Person than the terms of the Confidentiality Agreement (as in effect on the date hereof), (ivy) withdraw the Board of Directors of the Company reasonably determines in good faith that such Acquisition Proposal is, or modifycould reasonably likely lead to, a Superior Proposal and (z) the Board of Directors of the Company reasonably determines in good faith, after receiving advice from Netherlands Antilles counsel to the Company, that it is necessary to take such actions in order to comply with the fiduciary duties of the Board of Directors under applicable Law. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw, modify or amend, or propose to withdraw withdraw, modify or modifyamend, in a manner adverse to OrixPurchaser, the approval, adoption or, as the case may be, recommendation of (x) this Agreement and the transactions contemplated hereby, or (y) the approval by the shareholders of the Merger AgreementCompany of the Proposals, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (vii) approve or recommend, or propose to approveapprove or recommend, any Acquisition Proposal. ; provided, that the Company may recommend to its shareholders an Acquisition Proposal and, in connection therewith, withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated by this Agreement if (bx) In addition the Company has complied with its obligations under Sections 5.5(a) and (c), (y) the Acquisition Proposal is a Superior Proposal and (z) the Board of Directors of the Company has determined, in good faith, after receiving advice from Netherlands Antilles counsel to the obligations Company, that it is necessary to take such action in order to comply with the fiduciary duties of the Stockholder set forth Board of Directors of the Company under applicable Law. Nothing in this Section 4(a) hereof, promptly after receipt thereof, 5.5 shall prohibit the Stockholder agrees that it shall advise Orix Company or the Board of any request for information or Directors of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation the Company from taking and disclosing to the shareholders of the Company a position with respect to any an Acquisition Proposal, Proposal by a third party to the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any extent required under Rule 14e-2 of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeExchange Act.

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause its Affiliates, Affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Other than in connection accordance with Section 6.6(b) hereof, the transactions contemplated by the Merger Agreement. The Stockholder agrees that it Company shall not, directly or indirectly, take (and the Company shall not authorize or permit its Affiliates or its or its Affiliates, ' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate initiate, facilitate or encourage the making of any Acquisition Proposal or any inquiries or the making of any proposal that may reasonably be expected to lead to any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement or Section 203 of the Delaware General Corporation Law inapplicable to an Acquisition Proposal), (ii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent, Sub or the agents or representatives of OrixParent or Sub) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected to lead to, with any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition ProposalProposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to OrixParent or Sub, the approval and recommendation of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Offer and this Agreement dated May 21, 1999 or (v) approve or recommend, or propose to approveapprove or recommend, any Acquisition Proposal. (b) In addition to the obligations The Company may take any of the Stockholder set forth actions prohibited by clauses (ii) through (v) of the second sentence of Section 6.6(a) hereof in response to an unsolicited Acquisition Proposal if (1) the Company is in compliance with its obligations under Section 4(a6.6(c) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation (2) with respect to any Acquisition Proposalaction that would otherwise be prohibited by clause (ii) of the second sentence of Section 6.6(a), (A) such action is taken subject to a confidentiality agreement with terms not more favorable to such third party than the terms of the Confidentiality Agreement, (B) the Board of Directors of the Company determines, after receiving advice from outside nationally recognized legal counsel to the Company and conditions from nationally recognized investment bankers, that such Acquisition Proposal is reasonably likely to result in a Superior Proposal within a reasonable period of time and such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and determination remains in effect at all times that the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with Company is taking any of the foregoing, and the identity of the Person making any actions prohibited by clause (ii) with respect to such Acquisition Proposal or and (C) the Board of Directors of the Company determines, after receiving advice from outside nationally recognized legal counsel to the Company, that the failure to take such requestaction would likely breach the fiduciary duties of the Board of Directors and (3) with respect to any action that would otherwise be prohibited by clauses (iii) through (v) of the second sentence of Section 6.6(a) such Acquisition Proposal is a Superior Proposal and the Board of Directors of the Company determines, inquiry or proposal or with whom any discussion or negotiation are taking placebased on advice from outside nationally recognized legal counsel to the Company and nationally recognized investment bankers, that the failure to take such action would likely breach the fiduciary duties of the Board of Directors.

No Solicitation of Other Offers. (a) The Stockholder Company shall, and shall use its commercially reasonable efforts to cause its Affiliates, Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents immediately to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it Company shall notnot take, directly or indirectly, take (and shall not permit use its Affiliates, commercially reasonable efforts to cause its Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or Affiliates not to take, to so take) any action to (i) to encourage, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal, (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Buyer or the agents or representatives of OrixAcquisition) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to encourage manner any inquiries or the making or submission of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve to grant any waiver or propose release under any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; provided, however, that the Company, in response to approvean unsolicited Acquisition Proposal that did not result from a breach of this Section 6.6(a) and otherwise in compliance with its obligations under Section 6.6(c) hereof, may (x) request clarifications from, or furnish information to, (but not enter into discussions with) any Person (other than Buyer or Acquisition) which makes such unsolicited Acquisition Proposal if (A) such action is taken solely for the purpose of obtaining information reasonably necessary to ascertain whether such Acquisition Proposal is, or could reasonably likely lead to, a Superior Proposal, and (B) a majority of the members of the entire Board of Directors of the Company reasonably determines in good faith, based on the recommendation of the Special Committee and after receiving consultation with outside legal counsel to the Company, that it is necessary to take such actions in order to comply with the fiduciary duties of the Board of Directors of the Company under applicable Law or (y) participate in discussions with, request clarifications from, or furnish information to, any Person (other than Buyer or Acquisition) which makes such unsolicited Acquisition ProposalProposal if (A) after consultation by the Special Committee with an independent, nationally recognized investment bank, a majority of the members of the entire Board of Directors of the Company, based on the recommendation of the Special Committee, reasonably determines in good faith that such Acquisition Proposal is a Superior Proposal and (B) a majority of the members of the entire Board of Directors of the Company reasonably determines in good faith, based on the recommendation of the Special Committee and after receiving consultation with outside legal counsel to the Company, that it is necessary to take such actions in order to comply with the fiduciary duties of the Board of Directors under applicable Law. Without limiting the foregoing, Buyer, Acquisition and the Company agree that any violation of the restrictions set forth in this Section 6.6(a) by any Affiliate, officer, director, employee, representative, consultant, investment banker, attorney, accountant or other agent of the Company or any of its Affiliates, whether or not such Person is purporting to act on behalf of the Company or any of its Affiliates, shall constitute a breach by the Company of this Section 6.6(a). The Company shall enforce, to the fullest extent permitted under applicable Law, the provisions of any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives including, but not limited to, where necessary obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. (b) In addition to Neither the obligations Board of Directors of the Stockholder set forth in Section 4(a) hereofCompany nor any committee thereof (including, promptly after receipt thereofwithout limitation, the Stockholder agrees that it Special Committee) shall advise Orix (i) withdraw, modify or amend, or publicly propose to withdraw, modify or amend, in a manner materially adverse to Buyer or Acquisition, the approval, adoption or, as the case may be, recommendation of any request for information the Offer, the Merger, this Agreement or of the Shareholders Agreement, (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, Proposal or any inquiry, proposal, discussions or negotiation with respect (iii) resolve to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with do any of the foregoing; provided, that the Company may recommend to its stockholders an Acquisition Proposal and, in connection therewith, withdraw or modify its approval or recommendation of the Offer or the Merger if (w) the Company has complied with its obligations under Sections 6.6(a) and 6.6(c), (x) the Acquisition Proposal is a Superior Proposal, (y) all the conditions to the Company's right to terminate this Agreement in accordance with Section 8.1(c)(i) hereof have been satisfied (including the expiration of the five (5) Business Day period described therein and the identity payment of all amounts required pursuant to Section 9.1 hereof) and (z) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(c)(i) hereof. Nothing in this Section 6.6 shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to an Acquisition Proposal by a third party to the extent required under Rule 14e-2 of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeExchange Act.

No Solicitation of Other Offers. (a) The Stockholder Each of the Company and its Subsidiaries shall, and shall cause use all reasonable efforts (including directing or instructing the relevant Persons as appropriate) to procure that each of its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents totheir respective Representatives shall, immediately cease any discussions discussions, activities or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it Company and its Subsidiaries shall notnot take, and shall not authorize or permit their respective Representatives to take, any action (i) to solicit, initiate or knowingly encourage or facilitate, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate or encourage the making or submission of any Acquisition Proposal, (ii) to enter into any agreement, contract or commitment (or letter of intent or similar document) with respect to any Acquisition Proposal, other than a confidentiality agreement referred to below or in connection with the termination of this Agreement pursuant to Section 8.1(f), in accordance with the terms and under the circumstances contemplated below in this Section 6.3(a), or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, contract or commitment that would require the Company to abandon, terminate or fail to consummate the Transactions, (iii) to initiate or participate in any way in any discussions or negotiations withwith (other than such discussions or negotiations as may be reasonably necessary regarding a confidentiality agreement referred to in clause (1) below), or furnish or disclose any information to, any Person (other than Orix Parent, Merger Subsidiary or the agents or representatives of OrixAcquisition Subsidiary) in connection with, or take any other action to encourage any inquiries or the making furtherance of any proposal that is constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw to grant any waiver or modifyrelease under any standstill, confidentiality or similar agreement relating to a possible acquisition, merger, business combination or other similar transaction between the Company and any other Person (other than a Subsidiary of the Company) entered into by the Company or any of its Subsidiaries or any of their Representatives; provided, that, prior to obtaining the approval of the Company Stockholders contemplated by Section 6.5, in response to an unsolicited written Acquisition Proposal (that was not made in material violation of any standstill, confidentiality, or similar agreement entered into by the Company or otherwise entered into for the benefit of or enforceable by the Company) and otherwise in compliance with its obligations under Section 6.3(c), the Company may: (1) request clarifications from, or furnish information to, (but not enter into discussions with) any Person which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with the Company containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, the Company agrees not to waive any of the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, and (B) such action is taken solely for the purpose of obtaining information reasonably necessary to ascertain whether such Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal; or (2) participate in discussions or negotiations with, request clarifications from, or furnish information to, any Person which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with the Company containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, the Company agrees not to waive any of the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (B) the Board of Directors of the Company reasonably determines in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside legal counsel) and financial advisor (which may be its current outside financial advisor), that such Acquisition Proposal is, or could reasonably be expected to result in, a Superior Proposal and (C) the Board of Directors of the Company determines in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside nationally recognized legal counsel), that failure to take such actions would be inconsistent with its fiduciary duties under applicable law. Without limiting the foregoing, Parent, Merger Subsidiary and the Company agree that if any Representative of the Company or its Subsidiaries takes any action that, if taken by the Company would constitute a violation of the restrictions set forth in this Section 6.3(a), whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries, such action shall constitute a breach by the Company of this Section 6.3(a). It is understood that no discussions with any Person shall be deemed to constitute a violation of this Section 6.3(a) if (i) the Company or such Representative did not know or have reason to know that such discussion related to an Acquisition Proposal and (ii) such discussion was immediately ceased once the Company or such Representative knew or had reason to know that such discussion related to an Acquisition Proposal. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw, modify or amend, or publicly propose to withdraw withdraw, modify or modifyamend, in a manner adverse to OrixParent, Merger Subsidiary or Acquisition Subsidiary, the approval, adoption or recommendation, as the case may be, of the Transactions, this Agreement or any of the other transactions contemplated hereby, (ii) subject to Section 8.1(f), approve or recommend any Acquisition Proposal, (iii) subject to Section 8.1(f), cause the Company to accept such Acquisition Proposal and/or enter into any Acquisition Agreement, or (iv) resolve to do any of the foregoing; provided, that the Board of Directors of the Company may withdraw, modify or amend such recommendation prior to obtaining the approval of the Merger Company Stockholders contemplated by Section 6.5 if (A) the Company has complied with its obligations under this Section 6.3, (B) the Board of Directors of the Company reasonably determines in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside legal counsel), that failure to take such actions would be inconsistent with its fiduciary duties under applicable law and (C) prior to taking such actions, the Board of Directors of the Company shall have given Parent at least 48 hours notice of its intention to take such action and the opportunity to propose changes to the terms of this Agreement and the Company shall negotiate in good faith with respect to such changes. Any such withdrawal, modification or change shall not change the approval of the Board of Directors of the Company for purposes of causing any state takeover statute or other similar law to be inapplicable to the Transactions. During the term of this Agreement, subject to Section 8.1(f), nothing contained in this Section 6.3(b) shall limit the Merger Company’s obligation to hold and convene the meeting of the Company’s Stockholders referred to in Section 6.5 and to submit this Agreement and the Transactions for adoption and approval by the Company Stockholders (including, without limitation, regardless of whether the recommendation of the Board of Directors of the Company of this Agreement or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 Transactions shall have been withdrawn or (v) approve or propose to approve, any Acquisition Proposalmodified). (bc) In addition to the obligations of the Stockholder Company set forth in Section 4(a) hereof, promptly after receipt thereof6.3(a), the Stockholder agrees that it Company shall as promptly as practicable (and in any event within 24 hours) advise Orix Parent of any request for information with respect to any Acquisition Proposal or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall Company shall, within 24 hours of the receipt thereof, promptly provide to Orix Parent copies of any written materials received by the Stockholder Company in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion discussions or negotiation negotiations are taking place. The Company shall keep Parent fully informed of the status and material details (including amendments or proposed amendments) of any such request or Acquisition Proposal and keep Parent fully informed as to the material details of any information requested of or provided by the Company and as to the details of all discussions or negotiations with respect to any such request, Acquisition Proposal, inquiry or proposal, and shall provide to Parent within 24 hours of receipt thereof all written materials received by the Company with respect thereto. The Company shall promptly provide to Parent any non-public information concerning the Company provided to any other Person in connection with any Acquisition Proposal, which was not previously provided to Parent. If an event that is not caused by the Company, its Subsidiaries or any of their Representatives occurs which prevents the Company from complying with the timing of the information delivery requirements set forth in this Section 6.3(c), the Company shall not be deemed to be in violation of this Section 6.3(c) provided that (i) the Company acts reasonably and in good faith to supply the required information as soon as possible and (ii) such delay in the receipt of information does not adversely affect Parent in any material respect. (d) Nothing contained in this Agreement shall prohibit the Board of Directors of the Company nor any committee thereof from (i) making and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to the Company Stockholders if the Board of Directors of the Company determines in good faith, after consultation with outside nationally-recognized legal counsel (which may be its current outside legal counsel), that failure to make such disclosure pursuant to this clause (ii) would be inconsistent with its fiduciary duties under applicable law. (e) The Company shall promptly (and in any event within three Business Days following the date hereof) request in writing each Person which has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any portion thereof to return all confidential information heretofore furnished to such Person by or on behalf of the Company, and the Company shall use its reasonable best efforts to have such information returned or destroyed (to the extent destruction of such information is permitted by such confidentiality agreement). Such written requests shall contain a notice to each Person that any information that is sent to the Company in the future will not be treated as confidential pursuant to such confidentiality agreement.

No Solicitation of Other Offers. (a) The Stockholder shall, Company shall and shall cause the Bank and any of its Affiliates, or their Affiliates and any of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents immediately to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it shall not, directly or indirectly, take (Company will not and shall not permit will cause the Bank and its and their Affiliates, and any of its or their respective officers, directors, directors or employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents not to take, to so take) any action to (i) to encourage, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal, (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company or the Bank to abandon, terminate or fail to consummate the Company Merger, the Bank Merger or any other transaction contemplated by this Agreement, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix or the agents or representatives of OrixAcquiror) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to encourage manner any inquiries or the making or submission of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition ProposalProposal or (v) to grant any waiver or release under any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; provided, however, that prior to obtaining the Required Company Vote (iiibut in no event after obtaining the Required Company Vote), the Company, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 7.3(a) enter and otherwise in compliance with its obligations under Section 7.3(c), may participate in discussions with or furnish information to, any Person (other than Acquiror) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with terms taken as a whole not more favorable to such third party than the terms of the Company Confidentiality Agreement (as in effect on the date hereof) and (B) after consultation with independent financial advisors, and after receiving written advice from outside nationally recognized legal counsel to the Company, a majority of the members of the entire Company Board reasonably determines in good faith by resolution that such Acquisition Proposal is a Superior Proposal and that it is necessary to take such actions in order to comply with the fiduciary duties of the Company Board under applicable Law. Without limiting the foregoing, Acquiror and the Company agree that any violation of the restrictions set forth in this Section 7.3(a) by any Affiliate, officer, director, employee, representative, consultant, investment banker, attorney, accountant or other agent of the Company, the Bank or any of their Affiliates, whether or not such Person is purporting to act on behalf of the Company, the Bank or any of their PALOALTO 66463 v1 (2K) -54- Affiliates, shall constitute a breach by the Company of this Section 7.3(a). The Company shall enforce, to the fullest extent permitted under applicable Law, the provisions of any standstill, confidentiality or similar agreement entered into by the Company or any agreementof their Affiliates or representatives including, arrangement but not limited to, where necessary obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. (b) Neither the Company Board nor any committee thereof shall (i) withdraw, modify or understanding with respect to any Acquisition Proposal, (iv) withdraw or modifyamend, or propose to withdraw withdraw, modify or modifyamend, in a manner adverse to OrixAcquiror, the approval of the Merger AgreementCompany Board Recommendation, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (vii) approve or recommend, or propose to approveapprove or recommend, any Acquisition Proposal or (iii) resolve to do any of the foregoing; provided, however, that the Company may recommend to the Company Shareholders an Acquisition Proposal and, in connection therewith, withdraw or modify its approval or recommendation of the Company Merger or Bank Merger if (w) the Company has complied with its obligations under Section 7.3(a) and (c), (x) the Acquisition Proposal is a Superior Proposal, (y) all the conditions to the Company’s right to terminate this Agreement in accordance with Section 10.1(e)(i) have been satisfied (including the expiration of the five (5) Business Day period described therein and the payment of all amounts required pursuant to Section 10.2) and (z) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 10.1(e)(i). Nothing in this Section 7.3 shall prohibit the Company or the Company Board from taking a position with respect to an Acquisition Proposal by a third party and disclosing it to the Company Shareholders to the extent required under Rule 14e-2 of the Exchange Act. (bc) In addition to the obligations of the Stockholder Company set forth in Section 4(a) hereofparagraph (a), promptly after on the date of receipt or occurrence thereof, the Stockholder agrees that it Company shall advise Orix Acquiror of any request for information with respect to any Acquisition Proposal or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall Company shall, within one (1) day of the receipt thereof, promptly provide to Orix Acquiror copies of any written materials received by the Stockholder Company in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking place. The Company shall keep Acquiror fully informed of the status and material details (including amendments or proposed amendments) of any such request or Acquisition Proposal and keep Acquiror fully informed as to the material details of any information requested of or provided by the Company and as to the details of all discussions or negotiations with respect to any such request, Acquisition Proposal, inquiry or proposal, and shall provide to Acquiror within one (1) Business Day of receipt thereof all written materials received by the Company with respect thereto. The Company shall promptly provide to Acquiror any non-public information concerning the Company, the Bank or any of their Subsidiaries provided to any other Person in connection with any Acquisition Proposal which was not previously provided to Acquiror. (d) The Company shall immediately request each Person which has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any portion thereof to return all confidential information heretofore furnished to PALOALTO 66463 v1 (2K) -55- such Person by or on behalf of the Company, and the Company shall use its commercially reasonable efforts to have such information returned.

No Solicitation of Other Offers. (a) The Stockholder Company shall, and shall cause its Affiliates, Subsidiaries and shall direct and use its commercially reasonable efforts to cause its officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants representatives and other agents to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other parties that may be ongoing conducted prior to the date of this Agreement with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. Proposal. (b) The Stockholder agrees that it Company shall notnot take, directly or indirectly, take (and shall not permit cause its Affiliates, Subsidiaries and shall direct and use its commercially reasonable efforts to cause its officers, directors, employeesrepresentatives and agents not to take, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicitinitiate, initiate encourage, facilitate or encourage solicit the making or submission of any Acquisition Proposal, Proposal or (ii) initiate, continue, or otherwise participate in any way discussions or negotiations with, or furnish or disclose any non-public information to, any Person (other than Parent or MergerCo or any of their Affiliates or representatives) in connection with any Acquisition Proposal; provided, however, that the Company, in response to any unsolicited proposal that is made in good faith and constitutes an Acquisition Proposal, may participate in discussions or negotiations with, or furnish or disclose any non-public information to, any Person (other than Orix Parent or MergerCo) which makes such Acquisition Proposal if (A) the agents or representatives of Orix) Board reasonably determines in connection withgood faith, after consultation with its independent financial advisors, that such Acquisition Proposal is, or take any other action to encourage any inquiries or the making of any proposal that is may reasonably be expected to lead to, any Acquisition a Superior Proposal, and (iiiB) enter into any agreement, arrangement or understanding with respect the Company shall have provided prompt written notice to any Acquisition Proposal, (iv) withdraw or modify, or propose Parent of its intent to withdraw or modify, in a manner adverse to Orixtake such action, the approval identity of the Merger Agreement, Person making the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, Proposal and the terms and conditions of such request, proposal. The Company shall keep Parent fully informed on a current basis of the status of any such Acquisition Proposal, inquiryincluding any changes to the terms and conditions thereof, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix Parent with copies of all Acquisition Proposals (and modifications thereof) and related agreements, draft agreements and modifications thereof. (c) Notwithstanding the foregoing, nothing in this Section 5.5 or any written materials received other provision of this Agreement shall prohibit the Company or the Board from (x) taking and disclosing to the Company’s stockholders a position with respect to an Acquisition Proposal by a third party to the extent required under Rule 14d-9 and Rule 14e-2 of the Exchange Act or (y) making any disclosure to the stockholders of the Company as the Board determines, in its good faith judgment (after consultation with its outside counsel), is required under applicable law or that the failure to make such disclosure is reasonably likely to cause the Board to violate its fiduciary duties, provided, however that neither the Board nor any committee thereof shall, except as expressly permitted by Section 5.5(d), amend, modify or withdraw the Company Board Recommendation or approve or recommend, or propose to approve or recommend, an Acquisition Proposal. (d) The Board (or any committee thereof) shall not (i) amend, modify or withdraw the Company Board Recommendation, (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (iii) cause the Company or any of its Subsidiaries to enter into and approve any letter of intent, agreement in principle, memorandum of understanding, term sheet or similar document or a definitive agreement relating to any Acquisition Proposal (it being understood that the foregoing shall exclude any typical confidentiality agreement entered into by the Stockholder Company in connection with discussions otherwise permitted hereby relating to a possible Acquisition Proposal); provided, that: (A) the Board (or any committee thereof) may recommend to its stockholders an Acquisition Proposal and in connection therewith amend, modify or withdraw the Company Board Recommendation and terminate this Agreement pursuant to Section 7.1(c)(i) if (x) the Board has received an Acquisition Proposal that it has determined in good faith, after having consulted with its outside legal counsel and its independent financial advisors, is a Superior Proposal and (y) before taking such action the Company has given Parent at least three (3) Business Days’ (or, in the event of any Acquisition Proposal that has been materially revised or modified, at least two (2) Business Days’) prior written notice of the foregoingterms of such Superior Proposal and of its intent to take such action, and, during such three (3) Business Day period (or, in the event of an Acquisition Proposal that has been materially revised or modified, such two (2) Business Day period), the Company has, if requested by Parent, engaged in good faith negotiations regarding any revised proposal made by Parent and the identity of the Person making any again has determined in good faith, after consultation with its outside legal counsel and its independent financial advisors, that such Acquisition Proposal remains a Superior Proposal; and (B) the Board (or any committee thereof) may amend, modify or withdraw the Company Board Recommendation other than in respect of an Acquisition Proposal if (x) the Board (or any committee thereof) becomes aware of events, facts or circumstances after the date hereof as a result of which it determines in good faith, after consultation with its outside legal counsel, that such requestaction is advisable in order for the directors to comply with their fiduciary duties to the Company’s stockholders and (y) before taking such action the Company has given Parent at least three (3) Business Days’ prior written notice of the events, inquiry facts or circumstances causing the Board to seek to amend, modify or withdraw the Company Board Recommendations and, during such three-Business-Day period, the Company has, if requested by Parent, engaged in good faith negotiations regarding any revised proposal made by Parent and again has determined in good faith, after consultation with its outside legal counsel that such action is advisable in order for the directors to comply with their fiduciary duties to the Company’s stockholders. (e) Notwithstanding any amendment, modification or with whom any discussion withdrawal of the Company Board Recommendation pursuant to Section 5.5(d)(B), Parent shall have the option, exercisable within five Business Days after such amendment, modification or negotiation are taking placewithdrawal of the Company Board Recommendation, to cause the Board to submit this Agreement to the stockholders of the Company for the purpose of adopting this Agreement and approving the Merger. If Parent exercises such option, Parent shall not be entitled to terminate this Agreement pursuant to Section 7.1(d)(ii).

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause ------------------------------- its Affiliates, Affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with Proposal. From and after the transactions contemplated by date hereof, neither the Merger Agreement. The Stockholder agrees that it shall notCompany nor any of its Affiliates shall, directly or indirectly, take (and the Company shall not authorize or permit its or its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or Affiliates, to so take) any action to (i) directly or indirectly, solicit, initiate initiate, facilitate or knowingly encourage the making or submission of any Acquisition Proposal or of an inquiry with respect to any Acquisition Proposal (including, without limitation, by taking any action that would make Section 203 of the DGCL inapplicable to an Acquisition Proposal), (ii) enter into any agreement to (w) facilitate or further the consummation of, or consummate, any Acquisition Proposal, (iix) facilitate the making of an inquiry with respect to any Acquisition Proposal, (y) approve or endorse any Acquisition Proposal or (z) in connection with any Acquisition Proposal, require it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected to lead to, with any Acquisition Proposal, (iii) enter into any agreement, arrangement Proposal or understanding inquiry with respect to any Acquisition Proposal, Proposal or (iv) withdraw grant any waiver or modifyrelease under or materially amend any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; provided, -------- however, that, prior to consummation of the Offer, the Company, in response to ------- an unsolicited Acquisition Proposal that did not result from a breach in any material respect of this Section 6.6(a) and following delivery to Parent of the information required under Section 6.6(b) and otherwise in compliance in all material respects with its obligations under Section 6.6(b), may (1) participate in discussions with or request clarifications from, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approvefurnish information to, any Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any third party which makes an unsolicited Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect in each case solely for the purpose of obtaining information reasonably necessary to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any ascertain whether such Acquisition Proposal is, or could reasonably likely lead to, a Superior Proposal and (2) if the Board of Directors of the Company (after consultation with an independent, nationally recognized investment bank) reasonably determines in good faith that such request, inquiry or proposal or with whom any discussion or negotiation are taking place.Acquisition Proposal is a Superior

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause its Affiliates, Affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with (as defined below). Neither the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall notCompany nor any of its Affiliates shall, directly or indirectly, take (and the Company shall not authorise or permit its or its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or Affiliates, to so take) any action to (i) encourage, solicit, initiate or encourage facilitate the making of any Acquisition Proposal (including, without limitation, by taking any action that would make the Article VIII of the Company Charter or Section 203 of the Delaware General Corporation Law inapplicable to an Acquisition Proposal), (ii) enter into any agreement with respect to any Acquisition Proposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixMerger Sub) in connection with, or take any other action to encourage facilitate any inquiries or the making of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; PROVIDED, HOWEVER, that the Company, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 8.2(b) hereof, may participate in discussions or negotiations with or furnish information (iiipursuant to a confidentiality agreement with terms not more favourable to such third party than the terms of the Confidentiality Agreement) enter into any agreement, arrangement or understanding with respect to any third party which makes an Acquisition ProposalProposal if (i) the Board of Directors reasonably determines (based upon the advice of an independent, nationally recognized financial advisor) that such Acquisition Proposal will lead to a Superior Proposal (ivas defined below) and (ii) the Board of Directors believes (and has been so advised in writing by independent outside nationally recognized legal counsel) that failing to take such action would constitute a breach of its fiduciary duties. In addition, neither the Board of Directors of the Company nor any Committee thereof shall (A) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, Parent or Merger Sub the approval and recommendation of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Offer and this Agreement dated May 21, 1999 or (vB) approve or recommend, or propose to approveapprove or recommend, any Acquisition Proposal. (b) In addition ; PROVIDED THAT the Company may recommend to the obligations its stockholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Stockholder set forth in Section 4(aOffer or the Merger if (1) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition a third party makes a Superior Proposal, or any inquiryand (2) (a) five (5) business days have elapsed following delivery to Parent of a written notice of the determination by the Board of Directors of the Company to take such action and during such five (5) business day period the Company has fully co-operated with Parent including, proposalwithout limitation, discussions or negotiation with respect to any Acquisition Proposal, informing Parent of the terms and conditions of such request, Acquisition Superior Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Superior Proposal, with the intent of enabling both parties to agree to a modification of the terms and conditions of this Agreement, and (b) at the end of such five (5) business day period the Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placecontinues to constitute a Superior Proposal.

No Solicitation of Other Offers. (a) The Each Stockholder shall, and shall take all actions reasonably necessary to cause its Affiliates, Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents (to the extent such agents are acting on the Stockholder's behalf) immediately to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The No Stockholder agrees that it shall nottake, directly or indirectly, take (and shall not authorize or permit its Affiliates, Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents (to the extent such agents are acting on the Stockholder's behalf) to take, to so take) any action to (i) to encourage, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iiiii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to encourage manner any inquiries or the making or submission of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 Proposal or (v) approve to grant any waiver or propose to approverelease under any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives regarding or in connection with an Acquisition Proposal. (b) In addition to . Without limiting the obligations foregoing, Parent, Sub, the Company and the Stockholder agree that any violation of the restrictions set forth in this Section 5.2 by any Person who is an officer, director, employee or wholly owned subsidiary of Stockholder, or any, representative, consultant, investment banker, attorney, accountant or other agent of the Stockholder set forth or any of its wholly owned subsidiaries, (to the extent such Persons are acting on the Stockholder's behalf) and has been informed by the Stockholder, or otherwise made aware or had knowledge, of its obligations hereunder shall constitute a breach by the Stockholder of this Section 5.2; provided, however, that if the Stockholder is aware that any such Person is in violation of the restrictions contained in this Section 4(a) hereof, promptly after receipt thereof5.2, the Stockholder agrees that it shall advise Orix be in breach of this Section 5.2 if such agent does not refrain from such action. The Stockholder shall enforce, to the fullest extent permitted under applicable law, the provisions of any request for information standstill, confidentiality or of any Acquisition Proposal, similar agreement entered into by the Stockholder or any inquiryof its Affiliates or representatives including, proposalbut not limited to, discussions or negotiation with respect where necessary, seeking to obtaining injunctions to prevent any Acquisition Proposal, breaches of such agreements and to enforce specifically the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of provisions thereof in any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placecourt having jurisdiction.

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause its Affiliates, affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, shall immediately cease any existing discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with (as defined below). Neither the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectlyCompany nor any of its affiliates shall, take (and the Company shall not authorize or permit any of its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) to directly or indirectly solicit, initiate or knowingly encourage the making of any Acquisition Proposal, (ii) to initiate or participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withfurtherance of, or take any other action to encourage facilitate any inquiries or the making of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, Proposal or (iii) to enter into any agreement, arrangement or understanding agreement with respect to any Acquisition Proposal; provided, that, to the extent that the failure to take such action would breach the fiduciary obligations of the Board of Directors of the Company, as determined in good faith by a majority of the disinterested members thereof based on the advice of outside counsel, the Company may, in response to an Acquisition Proposal that was not solicited by the Company and that did not otherwise result from a breach of this Section 3.07(a), no sooner than two days following delivery to Parent of notice of such Acquisition Proposal in compliance with Section 3.07(c), furnish information with respect to the Company and its Subsidiaries to any Person pursuant to a customary confidentiality agreement and participate in discussions or negotiations with respect to any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding two sentences by any executive officer of the Company or any Subsidiary, any affiliate or director of the Company or any Subsidiary of the Company, or any advisor retained by the Company in connection with the transactions contemplated hereby, whether or not such Person is purporting to act on behalf of the Company or any Subsidiary of the Company, shall be deemed to be a breach of this Section 3.07(a) by the Company. Nothing in this Section 3.07 shall prevent the Company or Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with respect to any tender offer. Any actions permitted under, and taken in compliance with, this Section 3.07 shall not be deemed a breach of any other covenant or agreement of such party contained in this Agreement. (ivb) Neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to OrixParent or Sub, the approval or recommendation by the Board of Directors or any such committee of this Agreement or the Merger, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Acquisition Proposal or (iii) approve or recommend any Acquisition Proposal. Notwithstanding the foregoing, if the Company receives a Superior Proposal (as defined below) and a majority of the disinterested directors of the Company determine in good faith, based on the advice of outside counsel, that failure to take such action would breach their fiduciary obligations, the Board of Directors of the Company may, no sooner than three days following delivery to Parent of notice of such Superior Proposal in compliance with Section 3.07(c), withdraw or modify its approval or recommendation of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase and this Agreement dated May 21, 1999 or (v) and may approve or propose recommend and, following termination of this Agreement in accordance with Section 5.01(h), enter into an agreement with respect to approve, any such Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking place.

No Solicitation of Other Offers. (a) The Stockholder shallUntil this Agreement has been terminated in accordance with SECTION 8 (and the payments, and shall cause its if any, required to be made by CLJ in connection with such termination pursuant to SECTION 8.2 have been made), none of CLJ, CSL, any of their respective Affiliates, officersnor any of their respective officers (or other senior management employees), directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to(collectively, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it "REPRESENTATIVES") shall not, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to Knowingly (i) encourage, solicit, initiate or encourage facilitate the making of, or take any other action to facilitate any inquiries or the making of any Acquisition proposal that constitutes, or may reasonably be expected to lead to, any Alternative Proposal, (ii) participate in any way in discussions or negotiations with, or furnish or disclose any nonpublic information to, any Person (other than Orix or the agents or representatives of OrixSNH) in connection withwith any Alternative Proposal, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement letter of intent or understanding with respect similar document contemplating or otherwise relating to any Acquisition Alternative Proposal; provided, however, that this SECTION 5.9(a) shall not prohibit CLJ, CSL or the Representatives from: (ivi) withdraw complying with all applicable laws, rules and regulations, including Rules 14d-9 and 14e-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or modifypublicly disclosing the existence of an Alternative Proposal to the extent required by applicable law, or propose (ii) furnishing non-public information to, or entering into discussions or negotiations with, or accepting an Alternative Proposal from, any person or entity in connection with an unsolicited bona fide written proposal or proposals from any person or entity relating to withdraw an Alternative Proposal if CLJ determines in good faith based upon the advice of counsel that such action is required in order for CLJ to comply with its fiduciary obligations under the MGCL. If CLJ or modifyCSL shall receive any offer to purchase (or any request for non-public information concerning CSL's assets in connection with a potential offer to purchase such assets), in a manner adverse which it determines it must respond to, it shall (i) inform SNH that an offer or request has been received, and (ii) furnish to Orix, SNH the approval identity of the Merger Agreementofferor or Person making the request, and a description of the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition Proposalmaterial terms thereof. (b) In addition As used herein, "ALTERNATIVE PROPOSAL" shall mean (i) any written proposal or offer from any Person relating to the obligations any direct or indirect acquisition or purchase of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix a substantial amount of assets of any request for information Acquired Company or of any Acquisition Proposalclass of equity securities of any Acquired Company (including any transaction in the nature of a management acquisition or "going private" transaction involving the Acquired Companies), (ii) any tender offer or exchange offer that, if consummated, would result in any Person beneficially owning any shares of equity securities of any Acquired Company, (iii) any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction effecting the transfer of any Acquired Company or (iv) any other transaction that relates to the Acquired Companies, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the purchase of the CSL Stock, the CCC Boynton Stock or the CCC Senior Living Stock contemplated hereby or any inquiryother transaction that relates to the Acquired Companies that could reasonably be expected to dilute materially the benefits to SNH of the transactions contemplated hereby; PROVIDED, proposalHOWEVER, discussions that no proposal or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion offer or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder other transaction described in connection with any of clauses (i) through (iii) above that occurs after the foregoing, eighteen month period referred to in Section 2.6 and the identity that involves one of the Person making any such Acquisition Proposal Communities or such request, inquiry CSL Subsidiaries or proposal or CCC Boynton that was excluded from the transaction in accordance with whom any discussion or negotiation are taking placeSECTION 6.1(c) shall constitute an Alternative Proposal.

No Solicitation of Other Offers. (a) The Stockholder shall, Target and shall cause its Affiliates, the Target Principal Stockholders agree that neither they nor any of their respective officers, directors, employeesAffiliates, representativessubsidiaries or employees shall, consultantsand Target and the Target Principal Stockholders shall direct and use commercially reasonable efforts to cause their agents and representatives (including, without limitation, any investment bankersbanker, attorneysattorney, accountants and other agents or accountant retained by them) not to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, solicit or initiate any inquiries or encourage the making of any offer or proposal (including without limitation any proposal to stockholders of Target, or any of the Target Subsidiaries) with respect to a merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of any significant portion of assets, sale of shares of capital stock, or similar transactions involving Target or any of the Target Subsidiaries (any such inquiry, offer, or proposal, an "ACQUISITION PROPOSAL"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal. As of the date hereof, (ii) participate neither Target nor the Target Principal Stockholders is engaged in any way negotiations or discussions relating to an Acquisition Proposal. Target and the Target Principal Stockholders shall promptly notify Acquiror orally and in writing of, and keep it fully and currently informed on, any Acquisition Proposal or any inquiries with respect thereto, such written notification to include the identity of the person making such inquiry or Acquisition Proposal and such other information with respect thereto as is reasonably necessary to apprise Acquiror of the material terms of such Acquisition Proposal. Target and the Target Principal Stockholders shall give Acquiror contemporaneous written notice upon engaging in discussions or negotiations with, or furnish or disclose providing any information regarding Target or any of the Target Subsidiaries to, any Person (other than Orix or the agents or representatives such person regarding an Acquisition Proposal. Nothing in this Section 4.7(a) shall be deemed to require Target's Board of Orix) in connection with, or Directors to take any other action that would cause Target's Board of Directors to encourage any inquiries or the making violate its fiduciary duties as required by Law, as described in an opinion of any proposal that is reasonably expected counsel of Xxxxxxx Berlin Shereff Xxxxxxxx, LLP addressed to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect Target and made available to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition ProposalAcquiror. (b) In Target and the Target Principal Stockholders agrees that irreparable damage would occur in the event that the provisions of this SECTION 4.7 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Acquiror shall be entitled to seek an injunction or injunctions to prevent breaches of this SECTION 4.7 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which the obligations of parties may be entitled at Law or in equity. In the Stockholder set forth in Section 4(a) hereofevent Target, promptly after receipt thereofany Target Subsidiary, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition ProposalTarget Principal Stockholder, or any inquiryaffiliate or associate of any of them, proposal, discussions enters into any letter of intent or negotiation agreement with respect to an Acquisition Proposal at any Acquisition Proposaltime from the date hereof to the date which is one year from the date hereof (unless such letter of intent or agreement was entered into following the termination of this Agreement pursuant to Section 8.1(a), (b), (c) or (e), or pursuant to clause (iii) of Section 8.1(d) due to dissenters not affiliated or associated with Target or any Target Principal Stockholder), Acquiror shall receive, as liquidated damages (the "LIQUIDATED DAMAGES"), the terms sum of $3,000,000 as full and conditions final settlement of all claims under this provision. Acquiror shall have the right to receive the Liquidated Damages whether or not Target, any Target Subsidiary, any Target Principal Stockholder, or any affiliate or associate of any of them, as applicable, entered into such letter of intent or agreement believing it was, for the purpose of, or with the intent of, observing its fiduciary duties as required by Law, as advised by Xxxxxxx Berlin Shereff Xxxxxxxx, LLP, or otherwise. The liquidated damages described herein are the parties' sole remedy for a violation of this provision. The parties waive any right to resort to any other remedies, whether at law or in equity, or any other measure or type of damages, including but not limited to lost profits that may be alleged by reason of such requestviolation. The parties acknowledge that it would be extremely impractical and difficult to ascertain the actual damages suffered by the non-violating party for a violation of this provision. Each party has carefully considered the loss to the other occasioned by a violation of this provision and all damages, Acquisition Proposalgeneral and specific, inquirywhich Acquiror, proposal, discussion or negotiation the Target Principal Stockholders and the Stockholder shall promptly provide to Orix copies Target suffer as a result of any written materials received by a violation of this provision. The parties have determined that the Stockholder in connection with any amount of the foregoing, liquidated damages is a fair and the identity reasonable estimate of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placethose damages and it shall not be construed as a penalty.

No Solicitation of Other Offers. (a) The Stockholder shallFrom and after the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time, and shall cause Target agrees that neither it nor any of its Affiliates, officers, directors, employeesor employees shall, representativesand Target shall direct and use commercially reasonable efforts to cause its agents and representatives (including, consultantswithout limitation, any investment bankersbanker, attorneysattorney, accountants and other agents or accountant retained by them) not to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, take any action to solicit or initiate any inquiries or the making of any offer or proposal (including without limitation any proposal to shareholders of Target) with respect to a merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of any significant portion of assets, sale of shares of capital stock, or similar transactions involving Target (any such inquiry, offer, or proposal, an "ACQUISITION PROPOSAL"), or, except in the opinion of outside counsel to Target as may be legally required to comply with the duties the Board of Directors of Target under applicable law and shall upon receipt of confidentiality agreement with terms not permit materially less favorable to Target than those contained in the Confidentiality Agreement, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal. (b) Target, its Affiliates, officers, directors, employeesor employees will immediately cease and cause to be terminated any and all existing discussions, representativesnegotiations, consultantsexchanges of information and other activities with respect to any Acquisition Proposal. Promptly following the execution and delivery of this Agreement, investment bankers, attorneys, accountants or other agents, to so take) any action to Target shall (i) solicit, initiate or encourage inform each of its representatives of the making of any Acquisition Proposal, obligations undertaken in this Section 4.6 and (ii) participate request each person that had heretofore executed a confidentiality or non-disclosure agreement in connection with an Acquisition Proposal to return to Target all confidential information heretofore furnished to such person by or on behalf of it. Target shall promptly notify Acquiror orally and in writing of, and keep it fully and currently informed on, any way Acquisition Proposal or any inquiries with respect thereto, such written notification to include the identity of the person making such inquiry or Acquisition Proposal and such other information with respect thereto as is reasonably necessary to apprise Acquiror of the material terms of such Acquisition Proposal. Target shall give Acquiror contemporaneous written notice upon engaging in discussions or negotiations with, or furnish or disclose providing any information regarding Target to, any Person (other than Orix or the agents or representatives of Orix) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any such person regarding an Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking place.

No Solicitation of Other Offers. (a) The Stockholder Company shall, and shall take all actions reasonably necessary to cause its Affiliates, Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents immediately to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it Company shall notnot take, directly or indirectly, take (and shall not authorize or permit its Affiliates, Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) , any action to (i) to encourage, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iiiii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to encourage manner any inquiries or the making or submission of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iiiv) to grant any waiver or release under any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives regarding or in connection with an Acquisition Proposal; PROVIDED, HOWEVER, that the Company, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 6.6(a) and otherwise in compliance with its obligations under Section 6.6(c) hereof, may (x) request clarifications from, or furnish information to (but not enter into substantive discussions with), any agreementPerson (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with terms that are customary and are not more favorable to such Person than the terms of the Confidentiality Agreement (as in effect on the date hereof), arrangement (B) such action is taken solely for the purpose of obtaining information necessary to ascertain whether such Acquisition Proposal is a Superior Proposal, and (C) the Board of Directors of the Company determines in good faith, after consultation with outside nationally recognized legal counsel to the Company, that it is necessary to take such actions in order to comply with the duties of the Board of Directors of the Company under applicable law or understanding (y) participate in substantive discussions with, request clarifications from, or furnish information to, any Person (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with respect terms that are customary and are not more favorable to such third party than the terms of the Confidentiality Agreement (as in effect on the date hereof), (B) the Board of Directors of the Company determines in good faith, after consultation with the Company's financial advisor, that such Acquisition Proposal is a Superior Proposal and (C) the Board of Directors of the Company determines in good faith, after consultation with outside nationally recognized legal counsel to the Company, that it is necessary to take such actions in order to comply with the duties of the Board of Directors under applicable law. Without limiting the foregoing, Parent, Sub and the Company agree that any violation of the restrictions set forth in this Section 6.6(a) by any Affiliate, officer, director, employee, representative, consultant, investment banker, attorney, accountant or other agent, which Person has been informed by the Company, or otherwise made aware or had knowledge, of its obligations hereunder, of the Company or any of its Affiliates, whether or not such Person is purporting to act on behalf of the Company or any of its Affiliates, shall constitute a breach by the Company of this Section 6.6(a); PROVIDED, however that if the Company is aware that any other agent is in violation of the restrictions contained in this Section 6.6(a), the Company shall be in breach of this Section 6.6(a) if such agent does not refrain from such action. The Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives including, but not limited to, where necessary obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw, modify or amend, or propose to withdraw, modify or amend, in a manner -45- adverse to Parent or Sub, the approval, adoption or, as the case may be, recommendation of the Offer, the Merger, this Agreement or the Stockholders Agreements, (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, (iviii) withdraw or modify, or propose cause the Company to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, accept any Acquisition Proposal. Proposal and/or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (beach an "ACQUISITION AGREEMENT") In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect related to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion Proposal or negotiation and the Stockholder shall promptly provide (iv) resolve to Orix copies of any written materials received by the Stockholder in connection with do any of the foregoing; PROVIDED that the Board of Directors of the Company may recommend to its stockholders an Acquisition Proposal and, in connection therewith, withdraw or modify its approval or recommendation of the Offer or the Merger if (w) the Company has complied with its obligations under Section 6.6(a) and 6.6(c), (x) the Board of Directors of the Company determines in good faith that the Acquisition Proposal is a Superior Proposal, (y) the Board of Directors of the Company determines in good faith, after consultation with outside nationally recognized legal counsel to the Company that it is necessary to take such actions in order to comply with the duties of the Board of Directors under applicable law and all the conditions to the Company's right to terminate this Agreement in accordance with Section 8.1(c)(i) have been satisfied (including the expiration of the three (3) Business Day period described therein and the identity payment of all amounts required pursuant to Section 9.1) and (z) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(c)(i). Nothing in this Section 6.6 shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to an Acquisition Proposal by a third party to the extent required under Rule 14e-2 of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeExchange Act.

No Solicitation of Other Offers. (a) The Stockholder shallUntil this Agreement has been terminated in accordance with Section 8.1 (and the payments, and shall cause if any, required to be made in connection with such termination pursuant to Section 8.3(b) have been made), neither the Company, any of its Affiliates, officersnor any of their respective officers (or other senior management employees), directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to(collectively, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it "Representatives") shall not, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) encourage, solicit, initiate or encourage facilitate the making of, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement or Section 203 of the DGCL inapplicable to an Acquisition Proposal), (ii) participate in any way in discussions or negotiations with, or furnish or disclose any nonpublic information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected to lead to, with any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, Parent or Sub the approval and recommendation of the Merger AgreementOffer, the Merger or the purchase of this Agreement, (iv) approve or recommend, or propose to approve or recommend, any Stock under the Stock Purchase Agreement dated May 21, 1999 Acquisition Proposal or (v) approve enter into any agreement, letter of intent or propose similar document contemplating or otherwise relating to approve, any Acquisition Proposal; provided, however, that this Section 6.6(a) shall not prohibit the Company or the Representatives from: (A) participating in discussions or negotiations with, or furnishing or disclosing nonpublic information to, any Person in response to an unsolicited, bona fide and written Acquisition Proposal that is submitted to the Company by such Person after the date of this Agreement and prior to the date any shares of Common Stock are accepted for payment pursuant to the Offer (and not withdrawn) if (1) neither the Company, any of its Affiliates nor any of the Representatives shall have violated any of the restrictions in this Section 6.6, (2) the Company's Board of Directors determines in good faith, after having taken into account the advice of its outside legal counsel, that such action is required in order for such Board of Directors to comply with its fiduciary obligations to the Company's stockholders under applicable law, (3) at least two business days prior to participating in discussions or negotiations with, or furnishing or disclosing any nonpublic information to, such Person, the Company gives Parent written notice of the identity of such Person and of the Company's intention to participate in discussions or negotiations with, or furnish or disclose nonpublic information to, such Person, and the Company receives from such Person an executed confidentiality agreement containing terms no less restrictive than the terms of the Confidentiality Agreement and (4) at least two business days prior to furnishing or disclosing any nonpublic information to such Person, the Company furnishes such information to Parent (to the extent such information has not been previously delivered or made available by the Company to Parent); or (B) approving or recommending, or entering into (and in connection therewith, withdrawing or modifying the approval and recommendation of the Offer, the Merger and this Agreement) a definitive agreement with respect to an unsolicited, bona fide and written Acquisition Proposal that is submitted to the Company after the date of this Agreement and prior to the date any shares of Common Stock are accepted for payment pursuant to the Offer (and not withdrawn) if (1) neither the Company, any of its Affiliates nor any of the Representatives shall have violated any of the restrictions set forth in this Section 6.6, (2) the Company provides Parent with written notice at least two business days prior to any meeting of the Company's Board of Directors at which such Board of Directors will consider whether such Acquisition Proposal constitutes a Superior Proposal, (3) the Company's Board of Directors makes the determination necessary for such Acquisition Proposal to constitute a Superior Proposal, (4) the Company's Board of Directors determines in good faith, after having taken into account the advice of its outside legal counsel, that such action is required in order for such Board of Directors to comply with its fiduciary obligations to the Company's stockholders under applicable law, (5) the Company does not approve or recommend or enter into a definitive agreement with respect to such Acquisition Proposal at any time before the day that is the fifth business day after Parent receives written notice from the Company stating that the Company's Board of Directors has determined that such Acquisition Proposal constitutes a Superior Proposal and (6) simultaneously with the earlier of the approval or recommendation of, or execution of a definitive agreement with respect to, any such Superior Proposal, the Company makes the payments required to be made pursuant to Section 8.3(b). (b) In addition to the obligations of the Stockholder Company set forth in Section 4(a) hereof6.6(a), promptly after on the date of receipt thereof, the Stockholder agrees that it Company shall advise Orix Parent of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or 52 negotiation and the Stockholder Company shall promptly provide to Orix Parent copies of any written materials received by the Stockholder Company in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking place. The Company shall keep Parent fully informed of the status and general progress (including amendments or proposed amendments) of any such request or Acquisition Proposal and keep Parent fully informed as to the details of any information requested of or provided by the Company and as to the details of all discussions or negotiations. The Company shall promptly provide to Parent any non-public information concerning the Company provided to any other Person in connection with any Acquisition Proposal which was not previously provided to Parent. (c) The Company, its Affiliates and the Representatives shall immediately cease any discussions or negotiations with any other parties that may be ongoing as of the date hereof with respect to any Acquisition Proposal. The Company shall immediately request each Person who has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any portion thereof to return all confidential information heretofore furnished to such Person by or on behalf of the Company.

No Solicitation of Other Offers. (a) The Stockholder Each of the Company and the Subsidiaries shall, and shall use reasonable best efforts to cause its Affiliates, affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with Proposal. Each of the transactions contemplated by Company and the Merger Agreement. The Stockholder agrees that it Subsidiaries shall notnot take, directly or indirectly, take (and shall not permit cause its Affiliates, affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or and other agentsagents not to take, to so take) any action to (i) to encourage, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, other than a confidentiality agreement referred to below, in accordance with the terms and under the circumstances contemplated below in this Section 5.3(a), or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iiiii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix the Buyer or the agents or representatives of OrixTransitory Subsidiary) in connection with, or take any other action to encourage any inquiries or the making furtherance of any proposal that is constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw to facilitate or modifyfurther in any other manner any inquiries or the making or submission of any proposal that constitutes, or propose could reasonably be expected to withdraw or modifylead to, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or (v) to grant any inquirywaiver or release under any standstill, proposalconfidentiality or similar agreement entered into by the Company or any of its affiliates or representatives; PROVIDED that so long as there has been no breach of this Section 5.3(a), prior to the Special Meeting the Company, in response to an unsolicited Acquisition Proposal and otherwise in compliance with its obligations under Section 5.3(c), may (x) request clarifications from, or furnish information to, (but not enter into discussions with) any Person which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with the Company containing customary terms and conditions; PROVIDED that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or negotiation omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with respect the foregoing, the Company agrees not to waive any of the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (B) such action is taken solely for the purpose of obtaining information reasonably necessary to ascertain whether such Acquisition ProposalProposal is, or is reasonably likely to lead to, a Superior Proposal (as defined in Section 5.3(b)), and (C) the Board of Directors of the Company reasonably determines in good faith, after receiving advice from outside nationally recognized legal counsel (which may be its current outside legal counsel) and based on the good faith recommendation of the Special Committee, which has also received advice from its outside nationally recognized legal counsel (which may be its current outside legal counsel), that it is necessary to take such actions in order to comply with its fiduciary duties under applicable law or (y) participate in discussions with, request clarifications from, or furnish information to, any Person which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with the Company containing customary terms and conditions; PROVIDED that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, the Company agrees not to waive any of the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (B) the Board of Directors of the Company reasonably determines in good faith, after receiving advice from outside nationally recognized legal counsel (which may be its current outside legal counsel), advice from Xxxxxxxxx or another independent nationally recognized investment bank and based on the good faith recommendation of the Special Committee, which has also received advice from its outside nationally recognized legal counsel (which may be its current outside legal counsel) and advice from Xxxxxxxxx or another independent nationally recognized investment bank, that such Acquisition Proposal is a Superior Proposal and (C) the Board of Directors of the Company reasonably determines in good faith, after receiving advice from outside nationally recognized legal counsel (which may be its current outside legal counsel) and based on the good faith recommendation of the Special Committee, which has also received advice from its outside nationally recognized legal counsel (which may be its current outside legal counsel), that it is necessary to take such actions in order to comply with its fiduciary duties under applicable law. Without limiting the foregoing, the Buyer, the Transitory Subsidiary and the Company agree that any violation of the restrictions set forth in this Section 5.3(a) by any affiliate, officer, director, employee, representative, consultant, investment banker, attorney, accountant or other agent of the Company or any of the Subsidiaries or their respective affiliates (other than any such Person who is an affiliate or employee of the Buyer or of any of its affiliates), whether or not such Person is purporting to act on behalf of the Company or any of the Subsidiaries or their respective affiliates, shall constitute a breach by the Company of this Section 5.3(a). The Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any standstill, confidentiality or similar agreement entered into by the Company or any of the Subsidiaries or their respective affiliates or representatives, including, without limitation, where necessary, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of provisions thereof in any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placecourt having jurisdiction.

No Solicitation of Other Offers. (a) The Stockholder Neither the Company nor any of its Subsidiaries shall, and shall cause its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, knowingly take (and the Company shall not authorize or permit its Affiliates, or its Subsidiaries' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or Affiliates, to so knowingly take) any action to (i) solicitencourage, solicit or initiate or encourage the making submission of any Acquisition ProposalFinancing Proposal (as hereinafter defined), (ii) enter into any agreement with respect to any Financing Proposal, or (iii) participate in any way in discussions or negotiations with, or or, knowingly furnish or disclose any information to, any Person (other than Orix or the agents or representatives of OrixPurchasers and their duly authorized representatives) in connection with, or knowingly take any other action to encourage facilitate any inquiries or the making of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Financing Proposal; provided, however, that (iiiA) enter into the Company may respond to any agreementunsolicited proposal from a third party for the sole purpose of communicating that the Company is bound by this covenant, arrangement and (B) the Company may participate in discussions or understanding negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Company reasonably believes will result in a Superior Proposal if the Board of Directors determines, in its good faith judgment (and has been advised by independent legal counsel with respect thereto), that failing to any Acquisition Proposaltake such action would constitute a breach of its fiduciary obligations under applicable law. In addition, (iv) neither the Board of Directors of the Company nor the Special Committee shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orixthe Purchasers, the approval and recommendation of the Merger Agreementthis Agreement or approve or recommend, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approveapprove or recommend, any Acquisition Financing Proposal. ; provided that the Board of Directors of the Company and the Special Committee may withdraw or modify its approval or recommendation of this Agreement if (bi) In addition the Board of Directors of the Company and the Special Committee have determined that such Financing Proposal is a Superior Proposal, (ii) all the conditions to the obligations Company's right to terminate this Agreement in accordance with Section 12.1(d) have been satisfied (including the payment of the Stockholder set forth amounts required by Section 13.2) and (iii) this Agreement is terminated in accordance with Section 4(a) hereof12.1(d). Any actions permitted under, promptly after receipt thereofand taken in compliance with, the Stockholder agrees that it this Section 10.1 shall advise Orix not be deemed a breach of any request for information covenant or agreement of such party contained in this Agreement. "Financing Proposal" shall mean any proposed merger or other business combination, sale or other disposition of any Acquisition Proposalmaterial amount of assets, sale of shares of capital stock or securities convertible into or exchangeable for shares of capital stock of the Company or any inquirySubsidiary, proposal, discussions tender offer or negotiation with respect to any Acquisition Proposal, exchange offer or similar transactions involving the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion Company or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity its Subsidiaries other than pursuant to this Agreement. "Superior Proposal" shall mean a bona fide Financing Proposal made by a third party which a majority of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placemembers of the Board of Directors of the Company determines in its good faith judgment to be more favorable to the Company's stockholders than the transactions contemplated hereby.

No Solicitation of Other Offers. (a) The Stockholder From the date of this Agreement ------------------------------- until the Effective Time or the earlier termination of this Agreement in accordance with Article VI, neither the Company nor any of its subsidiaries, shall, and shall cause its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, take (and the Company shall not authorize or permit its Affiliates, or its subsidiaries' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or affiliates, to so take) any action to (i) solicit, initiate initiate, encourage or encourage take any other action to facilitate the making submission of any Acquisition Proposal, or (ii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to(whether public or nonpublic), to any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withwith an Acquisition Proposal; provided, or however, that the Company may -------- ------- take any other action to encourage any inquiries or the making of any proposal that described in clause (ii) above, if (A) such action is reasonably expected to lead to, any taken in connection with an unsolicited Acquisition Proposal, (iiiB) enter into any agreement, arrangement or understanding the Board of Directors believes in its good faith judgment (based on the advice of its financial and legal advisors) that failing to take such action would constitute a breach of its fiduciary duties and (C) in the case of the disclosure of nonpublic information relating to the Company in connection with respect to any an Acquisition Proposal, (iv) the disclosure of such information is covered by a confidentiality agreement that provides substantially the same protection to the Company as is afforded by the Parent Confidentiality Agreement. In addition, neither the Board of Directors of the Company nor any committee thereof shall withdraw or modify, or propose to withdraw or modify, modify in a manner adverse to Orix, Parent or Sub the approval and recommendation of the Merger Agreement, the Merger Offer and this Agreement or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of recommend any Acquisition Proposal, provided that the Board of Directors (or a committee thereof) may, prior to the acceptance for payment of shares of Common Stock pursuant to the Offer, recommend to its stockholders an unsolicited Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Company has determined in its good faith judgment (based on the advice of its financial and legal advisors) that the unsolicited Acquisition Proposal is a Superior Proposal, and (ii) simultaneously with such withdrawal, modification or recommendation, the Company terminates this Agreement in accordance with Section 6.1(e) and pays to Parent the break-up fee in accordance with Section 6.3. Any actions permitted under, and taken in compliance with, this Section 4.7 shall not be deemed a breach of any inquiryother covenant or agreement of such party contained in this Agreement. It is understood and agreed that for all purposes of this Section 4.7 any actions taken by the Company or its subsidiaries or their officers, proposaldirectors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates prior to the date hereof in soliciting, encouraging, initiating, facilitating or participating in any discussions or negotiation with respect relating to any Acquisition Proposal, Proposal shall not be construed to render an Acquisition Proposal received after the terms and conditions of such request, date hereof a solicited Acquisition Proposal, inquiry, proposal, discussion or negotiation . The Company will promptly notify Parent orally and the Stockholder shall promptly provide to Orix copies in writing of any Acquisition Proposal or any inquiries with respect thereto. Any such written materials received by the Stockholder in connection with any of the foregoing, and notification will include the identity of the Person making any such inquiry or Acquisition Proposal and a description of the material terms of such Acquisition Proposal (or the nature of the inquiry) and will indicate whether the Company is providing or intends to provide the Person making the Acquisition Proposal with access to nonpublic information relating to the Company or any of its subsidiaries. The Company will, to the extent reasonably practicable, also promptly inform Parent of any material change in the details (including amendments or proposed amendments) of any such requestrequest or Acquisition Proposal. In the event that the Board of Directors of the Company determines that an Acquisition Proposal is a Superior Proposal and desires to terminate this Agreement pursuant to Section 6.1(e), inquiry or proposal or with whom it will give Parent written notice of its intention to terminate this Agreement no later than three business days in advance of any date that it intends to terminate this Agreement. During that three business day period, Parent will have the right, by giving written notice to the Company, to match the terms of such Superior Proposal. If Parent notifies the Company within such three business day period that it agrees to match the terms of the Superior Proposal, the Company will forthwith cease any discussion or negotiation are taking placewith the Person making the Superior Proposal, and Parent and the Company will promptly incorporate the terms of the Superior Proposal in this Agreement. Except for such amendments, the provisions of this Agreement (including the provisions of this Section 4.7) will remain in full force and effect.

No Solicitation of Other Offers. (a) The Stockholder Company shall, shall cause its Subsidiaries, and shall use its best efforts to cause its officers, directors and employees, and shall direct its representatives, financial advisors, attorneys, accountants, agents and other advisors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the date of this Agreement with respect to any Acquisition Proposal. Promptly following the date of this Agreement, the Company shall request the return or destruction of its confidential information from any Person that received confidential information from the Company or any of its officers, directors, financial advisors, attorneys, accountants, agents or other advisors and representatives since June 30, 2005 in connection with a potential acquisition of the Company and shall promptly thereafter enforce all rights it may have under any confidentiality agreement with respect to such Person. (b) The Company shall not take, and shall cause its Affiliates, Subsidiaries and shall use best efforts to cause its officers, directors, directors and employees, and shall direct its representatives, consultantsfinancial advisors, investment bankers, attorneys, accountants agents and other agents toadvisors or representatives not to take, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate solicit or knowingly encourage or facilitate the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal or (ii) initiate, solicit or encourage, or participate in any discussions or negotiations with, or furnish or disclose any non-public information to, any Person (other than Parent or Sub) in connection with any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to, any Acquisition Proposal; provided, however, that the Company, in response to a bona fide unsolicited proposal made after the date of this Agreement that constitutes an Acquisition Proposal, may, prior to the time, but not after, the shareholders of the Company have voted on whether to approve this Agreement at the Special Meeting or any adjournment or postponement thereafter, (iiI) participate in any way in discussions or negotiations with, or (II) furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) which makes such Acquisition Proposal if (A) in connection withthe case of clauses (I) and (II), or the Board receives from the Person requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement, (B) in the case of clauses (I) and (II), the Board reasonably determines in good faith, after consultation with its independent financial advisors and outside counsel, that failure to take any other action to encourage any inquiries or such action, in light of the making Acquisition Proposal would be a violation of any proposal that is its fiduciary duties under applicable Law, (C) in the case of clause (I), such Acquisition Proposal would reasonably be expected to lead to, any Acquisition result in a Superior Proposal, and (iiiD) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, in the case of clause (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to OrixI), the approval Company shall have provided prompt notice to Parent of the Merger Agreementits intent to take such action, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making the Acquisition Proposal and the material terms and conditions of such proposal. Notwithstanding the foregoing, nothing in this Section 5.6 or any other provision of this Agreement shall prohibit the Company or the Board from (i) taking and disclosing to the Company’s shareholders a position with respect to an Acquisition Proposal by a third party to the extent required under Rule 14d-9 and Rule 14e-2 of the Exchange Act or (ii) making any disclosure as, in the good faith judgment of the Board (after consultation with its outside counsel), is required under applicable Law or that the failure to make such disclosure would cause the Board to violate its fiduciary duties under applicable Law; provided that, notwithstanding the foregoing, any such action will constitute a withdrawal, change, modification, qualification or amendment of the Company Board Recommendation if it changes, withdraws, modifies, qualifies or amends the Company Board Recommendation in a manner adverse to Parent or has the substantive effect of withdrawing, changing, modifying, qualifying or amending the Company Board Recommendation in a manner adverse to Parent. (c) The Board (or any committee thereof) shall not adopt or recommend, or propose to adopt or recommend, any Acquisition Proposal; provided, however, that notwithstanding this subsection (c) or any other provision of this Agreement, that the Board may if the Company is not in material violation of Section 5.6 (a) or (b), recommend to its shareholders an Acquisition Proposal or withdraw, change, modify, qualify or amend the Company Board Recommendation in a manner adverse to Parent and, simultaneously with the termination of this Agreement enter into a Contract to consummate a transaction constituting a Superior Proposal if (x) the Board has received an Acquisition Proposal that it has determined in good faith, after having consulted with its outside legal counsel and its independent financial advisors, is a Superior Proposal and (y) the Company has notified Parent in writing of the terms of the Superior Proposal and of its intent to take such action, and has taken into account any revised proposal made by Parent to the Company within five (5) Business Days after delivery to Parent of such notice and again has determined in good faith, after consultation with its outside legal counsel and its independent financial advisors, that such Acquisition Proposal (as the same may have been modified or amended or proposed to be modified or amended) remains a Superior Proposal. (d) The Company agrees that it will promptly (and, in any event, within 48 hours) notify Parent if any inquiries, proposals or offers with respect to a bona fide Acquisition Proposal are received by, any such requestinformation is requested from, inquiry or proposal or with whom any discussion such discussions or negotiation are taking placesought to be initiated or continued with, it or any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any material written requests, proposals or offers, including proposed agreements) and thereafter shall keep Parent informed, on a current basis, of the status and terms of any such proposals or offers (including any amendments thereto) and the status of any such discussions or negotiations, including any change in the Company’s intentions as previously notified. The Company also agrees to enforce the terms of any standstill agreement made in its favor.

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause its Affiliates, Affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with Proposal. Neither the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall notCompany nor any of its Affiliates shall, directly or indirectly, take (and the Company shall not authorize or permit its or its Affiliates, ' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or Affiliates, to so take) any action to (i) encourage, solicit, initiate or encourage facilitate the making of any Acquisition Proposal (including, without limitation, by taking any action that would make Section 203 of the DGCL inapplicable to an Acquisition Proposal, ) or (ii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixMerger Sub) in connection with, or take any other action to encourage facilitate any inquiries or the making of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that the Company, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 6.2(b) hereof, may participate in discussions or negotiations with or furnish information (iiipursuant to a confidentiality agreement with terms not more favorable to such third party than the terms of the Confidentiality Agreement) enter into any agreement, arrangement or understanding with respect to any third party which makes an Acquisition ProposalProposal if (i) the Board of Directors reasonably determines (in consultation with the Company's independent financial advisor) that such Acquisition Proposal is likely to lead to a Superior Proposal and (ii) the Board of Directors reasonably believes (in consultation with the Company's independent legal counsel) that failing to take such action would constitute a breach of its fiduciary duties. In addition, neither the Board of Directors of the Company nor any committee thereof shall (ivA) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, Parent or Merger Sub the approval and recommendation of the Merger and this Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (vB) approve or recommend, or propose to approveapprove or recommend, any Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or (C) enter into any inquiry, proposal, discussions or negotiation agreement with respect to any Acquisition Proposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; provided that the Company may recommend to its stockholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Merger and enter into an agreement with respect to such Acquisition Proposal if (1) a third party makes a Superior Proposal, and (2) (a) three (3) business days have elapsed following delivery to Parent of a written notice of the determination by the Board of Directors of the Company to take such action and during such (3) business day period the Company has informed Parent of the terms and conditions of such request, Acquisition Superior Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Superior Proposal, and (b) at the end of such three (3) business day period the Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placecontinues to constitute a Superior Proposal.

No Solicitation of Other Offers. Each Shareholder shall (a) The Stockholder shallsolely in his or its capacity as a Shareholder), and shall use its commercially reasonable efforts to cause its Affiliates, Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents immediately to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it No Shareholder shall nottake, directly or indirectly, take (and shall not permit use its Affiliates, commercially reasonable efforts to cause its Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or Affiliates not to take, to so take) any action to (i) to encourage, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Amalgamation or any other transaction contemplated by this Agreement, (iiiii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to encourage manner any inquiries or the making or submission of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve to grant any waiver or propose release under any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives. Each Shareholder shall use its commercially reasonable efforts to approveenforce, any Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereoffullest extent permitted under applicable law, the Stockholder agrees that it shall advise Orix provisions of any request for information standstill, confidentiality or of any Acquisition Proposal, similar agreement entered into by such Shareholder or any inquiryof its Affiliates or representatives including, proposalbut not limited to, discussions or negotiation with respect where necessary obtaining injunctions to prevent any Acquisition Proposal, breaches of such agreements and to enforce specifically the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of provisions thereof in any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placecourt having jurisdiction.

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause its Affiliates, affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, ("AGENTS") shall immediately cease any existing discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with (as defined below). Neither the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall notCompany nor any of its subsidiaries shall, directly or indirectly, take (and the Company shall not authorize or permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, its subsidiaries' Agents to so take) any action to (i) solicitencourage, solicit or initiate or encourage the making of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, with or furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection with, or take any other action to encourage knowingly facilitate any inquiries or the making of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, except that, the Company may participate in discussions or negotiations with and, provided such Person enters into a confidentiality agreement with the Company on terms no more favorable to such Person than the confidentiality agreement between Technicolor Videocassette Inc., a wholly owned subsidiary of Parent, and the Company, furnish or disclose information to, any Person who has made, in the good faith judgement of the Board of Directors of the Company after consultation with their financial advisors, a bona fide offer or proposal (iiibut not an inquiry) enter into any agreementregarding a transaction that would constitute an Acquisition Proposal and that, arrangement if agreed with the Company, would constitute a Superior Proposal, provided such Acquisition Proposal was not initially solicited, encouraged or understanding knowingly facilitated by the Company, its subsidiaries or their Agents in violation of this Agreement after the date hereof, and, provided further, that nothing in this Section 4.07 shall prevent the Company or Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with respect to any Acquisition Proposaltender offer or from making such disclosure to the Company's stockholders, (iv) withdraw or modifyupon the advice of its independent outside legal counsel, or propose to withdraw or modifyas is required under applicable Federal Securities law. Any actions permitted under, and taken in compliance with, this Section 4.07 shall not be deemed a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase breach of any Stock under the Stock Purchase Agreement dated May 21, 1999 other covenant or (v) approve or propose to approve, any Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions agreement of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder party contained in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placethis Agreement.

No Solicitation of Other Offers. (a) The Stockholder shallFrom and after the date hereof until the termination of this Agreement, the Company will not, and shall cause will not authorize or permit any of its AffiliatesSubsidiaries or any of the directors, officers, directors, employees, representatives, consultantsagents or Affiliates of the Company or any of its Subsidiaries (including without limitation any investment banker, investment bankersbroker, attorneysfinancial advisor, accountants and attorney or accountant or any other agents toretained by or on behalf of the Company or any of its Subsidiaries), immediately cease whether acting in their individual capacities or otherwise, to directly or indirectly do any of the following: (i) solicit, initiate, encourage, facilitate or cooperate with (including through the furnishing of any information) any inquiry or the making of any proposal which constitutes, or may reasonably be expected to result in, any Transaction Proposal (as hereinafter defined); (ii) propose, enter into or participate in any discussions or negotiations with any other parties Person regarding a Transaction Proposal; or (iii) agree to or endorse any Transaction Proposal; provided, however, that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, take (and foregoing shall not permit its Affiliatesprohibit the Company from (A) furnishing information to a third party who has made a Superior Transaction Proposal (as hereinafter defined), officerssubject to the prior receipt of a binding confidentiality agreement containing terms and conditions no less restrictive than those set forth in the Confidentiality Agreement dated October 19, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate or encourage 1998 between the making of any Acquisition ProposalCompany and Buyer, (iiB) participate in any way thereafter engaging in discussions or negotiations withwith a third party who has made a Superior Transaction Proposal, or furnish or disclose any information to(C) following its receipt of a Superior Transaction Proposal and subject to Section 6.5(c) below, any Person (other than Orix or the agents or representatives of Orix) in connection withtaking and disclosing to its shareholders a position with respect thereto, or take taking any other legally required action to encourage any inquiries or with respect thereto (including without limitation the making filing of any proposal that is reasonably expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement documents with the SEC or understanding changing or withdrawing the recommendation of the Company's Board of Directors with respect to any Acquisition Proposalthe Merger), but in each case referred to in the foregoing clauses (ivA) withdraw or modifythrough (C), or propose to withdraw or modify, in a manner adverse to Orix, only after the approval Board of Directors of the Merger AgreementCompany has concluded in good faith, after consultation with the Merger or Company's financial advisers and based upon the purchase advice of any Stock under independent legal counsel (who may be the Stock Purchase Agreement dated May 21Company's regularly engaged legal counsel), 1999 or (v) approve or propose that such action is necessary in order for the Directors of the Company to approve, any Acquisition Proposal. (b) In addition comply with their fiduciary obligations to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeCompany's shareholders under applicable law.

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause its Affiliates, affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, ("Agents") shall immediately cease any existing discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with (as defined below). Neither the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall notCompany nor any of its subsidiaries shall, directly or indirectly, take (and the Company shall not authorize or permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, its subsidiaries' Agents to so take) any action to (i) solicitencourage, solicit or initiate or encourage the making of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, with or furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection with, or take any other action to encourage knowingly facilitate any inquiries or the making of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, except that, the Company may participate in discussions or negotiations with and, provided such Person enters into a confidentiality agreement with the Company on terms no more favorable to such Person than the confidentiality agreement between Technicolor Videocassette Inc., a wholly owned subsidiary of Parent, and the Company, furnish or disclose information to, any Person who has made, in the good faith judgment of the Board of Directors of the Company after consultation with their financial advisors, a bona fide offer or proposal (iiibut not an inquiry) enter into any agreementregarding a transaction that would constitute an Acquisition Proposal and that, arrangement if agreed with the Company, would constitute a Superior Proposal, provided such Acquisition Proposal was not initially solicited, encouraged or understanding knowingly facilitated by the Company, its subsidiaries or their Agents in violation of this Agreement after the date hereof, and, provided further, that nothing in this Section 4.07 shall prevent the Company or Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with respect to any Acquisition Proposaltender offer or from making such disclosure to the Company's stockholders, (iv) withdraw or modifyupon the advice of its independent outside legal counsel, or propose to withdraw or modifyas is required under applicable Federal Securities law. Any actions permitted under, and taken in compliance with, this Section 4.07 shall not be deemed a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase breach of any Stock under the Stock Purchase Agreement dated May 21, 1999 other covenant or (v) approve or propose to approve, any Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions agreement of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder party contained in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placethis Agreement.

No Solicitation of Other Offers. (a) The Stockholder Each of the Company and its Subsidiaries shall, and shall cause its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants Affiliates and other agents each of its and their respective Representatives to, immediately cease any discussions discussions, activities or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it Company and its Subsidiaries shall notnot take, and shall cause their respective Representatives not to take, any action after the date hereof (i) to encourage, solicit, initiate or facilitate, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate or encourage the making or submission of any Acquisition Proposal, Proposal (ii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix or the agents or representatives of Orix) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, other than a confidentiality agreement referred to below or in connection with the termination of this Agreement pursuant to Section 9.1(f), in accordance with the terms and under the circumstances contemplated below in this Section 6.3(a), or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Transactions, (iii) to initiate or participate in any way in any discussions or negotiations with (other than discussions or negotiations solely related to the execution of a confidentiality agreement referred to below), or furnish or disclose any non-public information concerning the Company to, any Person (other than Parent or Subco or any of their respective Affiliates or Representatives) in furtherance of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (except to the extent that an unsolicited Acquisition Proposal is or is reasonably likely to lead to a Superior Proposal, as described below), or (iv) withdraw to grant any waiver or modifyrelease under any standstill, confidentiality or similar agreement entered into by the Company or any of its Subsidiaries or any of their Affiliates or Representatives except to the extent the Board of Directors of the Company determines in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside legal counsel) that failure to grant such waiver or release would be inconsistent with its fiduciary duties under applicable law; provided, that so long as there has been no breach of this Section 6.3(a), prior to obtaining the Shareholder Approvals contemplated by Section 6.6, in response to a written Acquisition Proposal that was not solicited after the date hereof and otherwise in compliance with its obligations under Section 6.3(c), the Company may (1) request clarifications from, or propose furnish information to, (but not enter into discussions with) any Person which makes such Acquisition Proposal if (A) such action is taken subject to withdraw a confidentiality agreement with the Company containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or modifyomits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in a manner adverse substitution for such comparable provisions such less restrictive provisions, or to Orixomit such restrictive provisions, as the case may be, and in connection with the foregoing, the approval Company agrees not to waive any of the Merger provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (B) such action is taken solely for the purpose of obtaining information reasonably necessary to ascertain whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal, and (C) the Board of Directors of the Company reasonably determines in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside legal counsel), that failure to take such actions would be inconsistent with its fiduciary duties under applicable Law or (2) participate in discussions or negotiations with, request clarifications from, or furnish information to, any Person which makes such Acquisition Proposal if (x) such action is taken subject to a confidentiality agreement with the Company containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Merger Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the purchase case may be, and in connection with the foregoing, the Company agrees not to waive any of the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (y) the Board of Directors of the Company reasonably determines in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside legal counsel) and financial advisor (which may be its current outside financial advisor), that such Acquisition Proposal is a Superior Proposal and (z) the Board of Directors of the Company reasonably determines in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside nationally recognized legal counsel), that failure to take such actions would be inconsistent with its fiduciary duties under applicable Law. Without limiting the foregoing, Parent, Subco and the Company agree that any violation of the restrictions set forth in this Section 6.3(a) by any Representative of the Company or any of its Subsidiaries or their respective Affiliates (other than any such Person who is an Affiliate or employee of Parent or of any Stock under of its Affiliates), whether or not such Person is purporting to act on behalf of the Stock Purchase Agreement dated May 21Company or any of its Subsidiaries or their respective Affiliates, 1999 shall constitute a breach by the Company of this Section 6.3(a). It is understood that no discussions with any Person shall give rise to a violation of this Section 6.3(a) if (i) the Company, its Subsidiaries or its Representatives, as applicable, did not know or have reason to know that such discussion related to an Acquisition Proposal and (vii) approve such discussion was immediately ceased once the Company, its Subsidiary or propose Representatives, as applicable, knew or had reason to approve, any know it related to an Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking place.

No Solicitation of Other Offers. (a) The Stockholder Company shall, and shall cause its Affiliates, Subsidiaries and shall use its commercially reasonable efforts to cause its officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants representatives and other agents to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other parties that may be ongoing conducted prior to the date of this Agreement with respect to any Acquisition Proposal in connection with Proposal. (a) The Company (i) shall not take, and shall cause its Subsidiaries not to take, and the transactions contemplated Company and its Subsidiaries shall use commercially reasonable efforts to cause their respective officers, directors, representatives and agents (including, without limitation, any investment banker, attorney or accountant retained by the Merger Agreement. The Stockholder agrees that it shall notCompany or any of its subsidiaries or any of the foregoing) not to take, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicitknowingly encourage, initiate or encourage solicit (including by way of furnishing information) or knowingly take any other action designed to facilitate any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to the Company’s shareholders) which constitutes or may reasonably be expected to lead to an Acquisition Proposal from any Person or engage in any discussion or negotiations concerning, or provide any non-public information or data to assist any third party in making or facilitating an Acquisition Proposal, (ii) will notify Parent orally and in writing of the receipt of any such inquiry, offer or proposals within twenty-four (24) hours of receipt of any such inquiry, offer or proposal and (iii) shall keep Parent informed orally and in writing in reasonable detail of the status of any such inquiry, offer or proposal; provided, however, that the Company, in response to a bona fide unsolicited proposal that constitutes an Acquisition Proposal, may, at any time prior to the time the Company’s shareholders shall have voted to approve the Merger, participate in any way in discussions or negotiations with, or furnish or disclose any non-public information or data to, any Person (other than Orix Parent or Sub) who, without solicitation in violation of the agents terms hereof, makes such Acquisition Proposal if and only to the extent that (A)(x) the Person has first made an Acquisition Proposal that, in the good faith judgment of the Board (after consultation with its financial advisors), is or representatives of Orix) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is may reasonably be expected to lead toto a Superior Proposal and (y) the Board shall conclude in good faith, any Acquisition Proposalafter consultation with outside counsel, (iii) enter into any agreementand such other matters as the Board deems relevant, arrangement or understanding with respect that such actions are necessary for the Board to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, act in a manner adverse consistent with its fiduciary duties to Orixshareholders under Applicable Law, and (B) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or Company (vx) approve or propose provides prompt written notice to approve, any Acquisition Proposal. (b) In addition Parent to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees effect that it shall advise Orix of any request for intends to furnish information or of any Acquisition Proposalto, or any inquiry, proposal, intends to enter into discussions or negotiation with respect to any Acquisition Proposalnegotiations with, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoingPerson, and of the identity of the Person making any such the Acquisition Proposal and the material terms thereof and (y) receives from such Person an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such Person than the terms contained in the Confidentiality Agreement. Notwithstanding the foregoing, nothing in this Section 5.6 or any other provision of this Agreement shall prohibit the Company or the Board from (i) taking and disclosing to the Company’s shareholders a position with respect to an Acquisition Proposal by a third party to the extent required under Rule 14d-9 and Rule 14e-2 of the Exchange Act, (ii) subject to clause (iv) below, making any disclosure to the shareholders of the Company as, in the good faith judgment of the Board (after consultation with its outside counsel), is required under Applicable Law or pursuant to the Board’s fiduciary duties, (iii) prior to the time the Company’s shareholders have voted to approve the Merger, accepting a Superior Proposal from a third party, provided the Company terminates this Agreement pursuant to Section 7.1(c)(i) or (iv) prior to the time the Company’s shareholders have voted to approve the Merger, withdrawing or modifying the Board’s approval, adoption or recommendation, as the case may be, of the Merger, or this Agreement, as contemplated by Section 7.1(d)(ii)(x), provided that such request, inquiry withdrawal or proposal or with whom any discussion or negotiation are taking placemodification entitles Parent to terminate this Agreement pursuant to Section 7.1(d)(ii).

No Solicitation of Other Offers. Each Shareholder shall (a) The Stockholder shallsolely in his or its capacity as a Shareholder), and shall use its commercially reasonable efforts to cause its Affiliates, Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents immediately to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it No Shareholder shall nottake, directly or indirectly, take (and shall not permit use its Affiliates, commercially reasonable efforts to cause its Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or Affiliates not to take, to so take) any action to (i) to encourage, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Amalgamation or any other transaction contemplated by this Agreement, (iiiii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to encourage manner any inquiries or the making or submission of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve to grant any waiver or propose to approverelease under any standstill, any Acquisition Proposal. (b) In addition to confidentiality or similar agreement entered into by the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, Company or any inquiryof its Affiliates or representatives. Each Shareholder shall use its commercially reasonable efforts to enforce, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking place.the

No Solicitation of Other Offers. (a) The During the Effective Term, no Stockholder shall, and each Stockholder shall cause not authorize or permit any of its Subsidiaries or Affiliates (other than the Company, to the extent the Company is or may be deemed an Affiliate of such Stockholder, and is acting as contemplated by Section 5.02 of the Merger Agreement) or any of its, Subsidiaries’ or Affiliates’ directors, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents or representatives to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate or encourage the making of any Acquisition Proposal, (ii) participate in any way in discussions or negotiations withencourage, or furnish or disclose any non-public information toin furtherance of, any Person (other than Orix or the agents or representatives of Orix) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected with respect to lead toany merger, liquidation, recapitalization, consolidation or other business combination involving the Company or its Subsidiaries or acquisition of any capital stock or any material portion of the assets of the Company or its Subsidiaries, or any combination of the foregoing (other than in connection with the Merger and the other transactions contemplated by the Merger Agreement) (an “Acquisition Transaction”), or negotiate, explore or otherwise engage in substantive discussions with any Person (other than Parent, Merger Sub or their respective directors, officers, employees, agents and representatives) with respect to any Acquisition Proposal, (iii) Transaction or enter into any agreement, arrangement or understanding with respect requiring it to abandon, terminate or fail to consummate the Merger or any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of other transactions contemplated by the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition Proposal. (b) In addition Immediately following the execution of this Agreement, each Stockholder shall, and shall cause its Subsidiaries and Affiliates (other than the Company, to the obligations extent the Company is or may be deemed an Affiliate of such Stockholder, and is acting as contemplated by Section 5.02 of the Stockholder set forth in Section 4(aMerger Agreement) hereofand its Subsidiaries’ and its Affiliates’ officers, promptly after receipt thereofdirectors, the Stockholder agrees that it shall advise Orix of employees, representatives and agents to, immediately cease any request for information or of any Acquisition Proposal, or any inquiry, proposal, existing discussions or negotiation negotiations, if any, with any parties conducted heretofore with respect to any Acquisition Proposalacquisition or exchange of all or any material portion of the assets of, or any equity interest in, the terms Company or any of its Subsidiaries or any business combination with the Company or any of its Subsidiaries (other than Parent, Merger Sub or their respective directors, officers, employees, agents and conditions of such requestrepresentatives). During the Effective Term, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the each Stockholder shall promptly provide to Orix copies advise Parent orally and in writing of the receipt, directly or indirectly, of any written materials received proposal for an Acquisition Transaction or of any inquiry that could lead to an Acquisition Transaction, identify the offeror, furnish to Parent any information with respect to the Company delivered by the such Stockholder in connection with any to such offeror and keep Parent fully informed of the foregoing, and status including any change to the identity material terms of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeTransaction.

No Solicitation of Other Offers. (a) The Stockholder Company shall, and shall use its reasonable best efforts to cause its Affiliates, Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents immediately to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it Company shall notnot take, directly or indirectly, take (and shall not permit use its Affiliates, reasonable best efforts to cause its Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or Affiliates not to take, to so take) any action to (i) to encourage, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Offer or the Scheme of Arrangement or any other transaction contemplated by the Transaction Documents, (iiiii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to encourage manner any inquiries or the making or submission of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iiiv) to grant any waiver or release under any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; provided, however, that the Company, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 6.6(a) and otherwise in compliance with its obligations under Section 6.6(c) hereof, may (x) request clarifications from, or furnish information to, (but not enter into discussions with) any agreementPerson (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with terms not more favorable to such Person than the terms of the Confidentiality Agreement (as in effect on the date hereof), arrangement (B) such action is taken solely for the purpose of obtaining information reasonably necessary to ascertain whether such Acquisition Proposal is, or understanding with respect to any Acquisition could reasonably likely lead to, a Superior Proposal, and (ivC) withdraw a majority of the members of the entire Board of Directors of the Company reasonably determines in good faith, after receiving advice from Cayman Islands counsel to the Company, that it is necessary to take such actions in order to comply with the fiduciary duties of the Board of Directors of the Company under applicable law; or modify(y) participate in discussions with, request clarifications from, or furnish information to, any Person (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with terms not more favorable to such third party than the terms of the Confidentiality Agreement (as in effect on the date hereof), (B) after consultation with an independent, nationally recognized investment bank, a majority of the members of the entire Board of Directors of the Company reasonably determines in good faith that such Acquisition Proposal is a Superior Proposal, and (C) a majority of the members of the entire Board of Directors of the Company reasonably determines in good faith, after receiving advice from Cayman Islands counsel to the Company, that it is necessary to take such actions in order to comply with the fiduciary duties of the Board of Directors under applicable law. Without limiting the foregoing, Parent, Sub and the Company agree that any violation of the restrictions set forth in this Section 6.6(a) by any Affiliate, officer, director, employee, representative, consultant, investment banker, attorney, accountant or other agent of the Company or any of its Affiliates, whether or not such Person is purporting to act on behalf of the Company or any of its Affiliates, shall constitute a breach by the Company of this Section 6.6(a). The Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives including, but not limited to, where necessary, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. (a) Neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw, modify or amend, or propose to withdraw withdraw, modify or modifyamend, in a manner adverse to OrixParent or Sub, the approval approval, adoption or, as the case may be, recommendation of the Merger Offer, the Scheme of Arrangement, the transactions contemplated by the Transaction Documents or this Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (vii) approve or recommend, or propose to approveapprove or recommend, any Acquisition Proposal. Proposal or (biii) In addition resolve to do any of the foregoing; provided that prior to the obligations Acceptance Date the Company may recommend to its shareholders an Acquisition Proposal and, in connection therewith, withdraw or modify its approval or recommendation of the Stockholder set forth Offer or the Amalgamation if (x) the Company has complied with its obligations under Section 6.6(a) and (c), (y) the Acquisition Proposal is a Superior Proposal, and (z) (A) the Board of Directors has determined, in Section 4(a) hereofgood faith, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix is necessary to take such action in order to comply with the fiduciary duties of any request for information or the Board of any Acquisition ProposalDirectors under applicable law, or any inquiry(B) five (5) Business Days have elapsed following delivery to Parent of a written notice of the determination of the Board of Directors, proposal(C) during such period the Company has fully cooperated with Parent including, discussions or negotiation with respect to any Acquisition Proposalwithout limitation, informing Parent of the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, Superior Proposal and the identity of the Person making any such Superior Proposal, with the intent of enabling Parent and the Company to agree to a modification of the terms and conditions of this Agreement and (D) at the end of such five (5) Business Day period the Acquisition Proposal continues to constitute a Superior Proposal. Nothing in this Section 6.6 shall prohibit the Company or such request, inquiry or proposal or its Board of Directors from taking and disclosing to the Company's shareholders a position with whom any discussion or negotiation are taking placerespect to an Acquisition Proposal by a third party to the extent required under Rule 14e-2 of the Exchange Act.

No Solicitation of Other Offers. (a) The Stockholder shallFrom the date of this Agreement to the Closing Date, and shall cause its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder Seller agrees that it shall not, and shall not authorize or permit any of its officers or authorized agents or representatives to directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to : (i) solicit, initiate initiate, knowingly facilitate or induce or encourage the making of any Acquisition Proposal, (ii) participate in any way in discussions or negotiations with, or furnish or disclose any nonpublic information to, any Person (other than Orix or the agents or representatives of Orix) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected to lead to, any has made an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal (except to the extent specifically permitted pursuant to this Section 5.6), or (iv) enter into any agreement, arrangement letter of intent or understanding agreement with respect to any Acquisition Proposal. Seller shall, (ivand shall instruct its officers and authorized agents and representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. Nothing in this Section 5.6(a) withdraw shall be deemed to restrict Seller from having the discussions referred to in the definition of Acquisition Proposal to determine whether an Acquisition Proposal constitutes a Permitted Acquisition Proposal and, if an Acquisition Proposal constitutes a Permitted Acquisition Proposal, to engage in any discussions, negotiations or modify, or propose other activities with respect to withdraw or modify, in a manner adverse to Orixsuch Permitted Acquisition Proposal, the approval provisions of the Merger Agreement, the Merger or the purchase of this Section 5.6 being inapplicable to any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Permitted Acquisition Proposal. (b) In addition Notwithstanding anything to the contrary contained in Section 5.6(a), in the event that Seller receives an unsolicited Acquisition Proposal from a Person that the Board of Directors of Seller has in good faith concluded (after consultation with its financial advisor), will lead to a Superior Offer, it may then take the following actions but only if and to the extent that the Board of Directors of Seller concludes in good faith, following consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary obligations under applicable Law: (i) furnish nonpublic information to the third party making such Acquisition Proposal, provided that (A)(1) concurrently with furnishing any such nonpublic information to such party, it gives Buyer written notice that it is furnishing nonpublic information in accordance with this Section 5.6 and (2) it receives from the third party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such third party on its behalf, the terms of which are at least as restrictive as the terms contained in the Non-Disclosure Agreement between Buyer and Seller in anticipation of this Agreement (but which shall not, in any event, contain restrictions on Seller’s ability to renegotiate with Buyer) and (B) contemporaneously with furnishing any such nonpublic information to such third party, it furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously so furnished); and (ii) engage in negotiations with the third party with respect to the Acquisition Proposal, provided that concurrently with entering into negotiations with such third party, it gives Buyer written notice that it is entering into negotiations with such third party. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be permitted to (i) effect a change in the Seller Recommendation or enter into an agreement with respect to an Acquisition Proposal if Seller has complied with this Section 5.6 and the other provisions of this Agreement and has received an Acquisition Proposal from a third party and the Board of Directors of Seller, after consultation with its outside legal counsel and a financial advisor of recognized reputation, determines that such Acquisition Proposal constitutes a Superior Offer, or (ii) outside of the Stockholder set forth context of an Acquisition Proposal, effect a change in Section 4(athe Seller Recommendation if Seller’s Board of Director’s determines, after consultation with its outside legal counsel, that the failure to do so would constitute a breach of its fiduciary duties under applicable law. (c) hereof, promptly after Upon receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, Seller shall provide Buyer as promptly as practicable oral and written notice setting forth all such information as is reasonably necessary to keep Buyer informed in all material respects of the status and details (including material amendments or proposed material amendments) of any inquiry, proposal, discussions or negotiation such Acquisition Proposal and shall promptly provide to Buyer a copy of all written materials subsequently provided in connection with respect to any such Acquisition Proposal, request or inquiry (to the extent such materials of Seller has not previously been provided to Buyer). Seller shall provide Buyer with forty-eight (48) hours notice of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal and prior to effecting a change in the Seller Recommendation or terminating this Agreement during which time it shall be afforded the opportunity to propose to revise the terms of the Acquisition or match the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder Superior Offer. (d) It shall promptly provide to Orix copies of be understood that any written materials received by the Stockholder in connection with any violation of the foregoing, restrictions contained in Section 5.6 by any officer or authorized agent or representative of Seller shall be deemed a breach by Seller. (e) Nothing contained in this Agreement shall prohibit the Board of Directors of Seller from taking and disclosing to Seller’s Stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeExchange Act.

No Solicitation of Other Offers. As an essential inducement for OCA to enter into this Agreement and without which agreement OCA would not have entered into this Agreement, the parties hereto agree that: (a) The Stockholder shallEach of the Sellers and each of the Banks, and shall cause its Affiliates, their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, and Affiliates shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with Proposal. None of the transactions contemplated by Sellers or the Merger Agreement. The Stockholder agrees that it shall notBanks, directly or indirectly, take (and shall not permit its Affiliates, their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents and Affiliates shall, directly or indirectly, take (and none of the Sellers shall authorize or permit their officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents, agents and Affiliates to so take) any action to (i) encourage, solicit, initiate or encourage facilitate the making of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Orix or the agents or representatives of OrixOCA) in connection with, or take any other action to encourage facilitate any inquiries or the making of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that Apple, in response to an unsolicited Acquisition Proposal and without limiting its obligations under Section 8.4, may participate in discussions or negotiations with or furnish information (iiipursuant to a confidentiality agreement with terms not more favorable to such third party than the terms of the Confidentiality Agreement between Apple and OCA) enter into any agreement, arrangement or understanding with respect to any Acquisition ProposalQualified Third Party which makes a Superior Proposal pursuant to the Bidding Procedures for soliciting "higher or better" offers approved by the Bankruptcy Court in the Interim Order to the extent required under the Bankruptcy Code. In addition, none of the respective Boards of Directors of the Sellers, nor any committee thereof, shall (ivi) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, OCA the approval and recommendation of the Merger transaction contemplated by this Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21except in each case as is reasonably required to approve a Permitted Acquisition, 1999 or (vii) approve or recommend, or propose to approveapprove or recommend, any Acquisition Proposal; provided that the Board of Directors of Apple may recommend an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the transactions contemplated herein if (i) a Qualified Third Party makes a Superior Proposal and (ii) Apple shall pay to OCA the amounts required pursuant to Section 8.4. (b) In addition to On the obligations date of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, each of the Stockholder agrees that it Sellers shall promptly advise Orix OCA of any request for information or of with respect to any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such an Acquisition Proposal or request, Acquisition Proposal, inquiry, proposal, discussion or negotiation negotiation, and each of the Stockholder Sellers shall promptly provide to Orix OCA copies of any written materials received by any of the Stockholder Sellers in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or any such request, inquiry or proposal with respect to any Acquisition Proposal or with whom any such discussion or negotiation negotiations with respect to any Acquisition Proposal are taking place. Each of the Sellers shall keep OCA fully informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request and keep Buyer fully informed as to the details of any information requested of or provided by any of the Sellers in connection with any of the foregoing, and as to the details of all discussions or negotiations with respect to any such Acquisition Proposal or request or inquiry with respect to any Acquisition Proposal. Each of the Sellers shall promptly provide to OCA any non-public information concerning any of the Sellers provided to any other Person in connection with any Acquisition Proposal which was not previously provided to OCA. (c) Immediately following the Closing, each of the Sellers shall request each Person which has heretofore executed a confidentiality agreement in connection with an Acquisition Proposal to return all confidential information heretofore furnished to such Person by or on behalf of any of the Sellers. (d) Notwithstanding the foregoing provisions of this Section 5.3, each of the Sellers shall have the right to solicit, respond to, negotiate, or engage in discussions or enter into an agreement with respect to, any Permitted Acquisition Proposal (each in accordance with the definition of a Permitted Acquisition Proposal), and to consummate or close a Permitted Acquisition.

No Solicitation of Other Offers. (a) The Stockholder shallFrom the date hereof until the earlier of the Closing or the termination of this Agreement, and the Company shall cause not, nor shall it permit any of its AffiliatesSubsidiaries to, directly or indirectly, take (nor shall the Company authorize or permit its officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or affiliates, to so take) any action to to: (i) solicitencourage, solicit or initiate or encourage the making submission of any Acquisition ProposalProposal (as defined below), (ii) enter into any agreement with respect to or propose any Acquisition Proposal or (iii) participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person person or entity (other than Orix Holdings or the its officers, directors, employees, representatives, investment bankers, attorneys, accountants or other agents or representatives affiliates of OrixHoldings) in connection with, or take any other action to encourage facilitate any inquiries or the making of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that (x) the Company may participate in discussions or negotiations (including as a part thereof making any counterproposal) with or furnish information to any third party pursuant to a customary confidentiality agreement (so long as it has complied with the prohibitions of paragraph (a), subparagraph (i) above) if (i) a majority of the Board of Directors determines in good faith, after receipt of written advice of outside counsel, that the failure to provide such information or participate in such discussions or negotiations would be more likely than not to cause the members of the Board of Directors to be in breach of their fiduciary duties under Delaware Law and (ii) a majority of the Board of Directors, after consultation with the Company's independent financial advisors, determines in good faith that there is a reasonable possibility that such third party will submit to the Company an Acquisition Proposal which is a Superior Proposal (as defined below), (iiiy) if a majority of the Board of Directors determines in good faith, after receipt of written advice of outside counsel, that the failure to recommend to the Company's stockholders an Acquisition Proposal which is a Superior Proposal would cause the members of the Board of Directors to be in breach of their fiduciary duties under Delaware Law, the Company may withdraw its recommendation to the stockholders in favor of the Transactions and recommend to its stockholders such an Acquisition Proposal which is a Superior Proposal and (z) after termination of this Agreement, the Company may enter into an agreement with any agreement, arrangement or understanding third party with respect to any Acquisition Proposal which is a Superior Proposal; provided, further however, that the Company shall not take any action described in clause (x), (ivy) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval (z) of the Merger Agreement, the Merger or the purchase immediately preceding provision except after prompt notice to Holdings of its receipt of any Stock under the Stock Purchase Agreement dated May 21, 1999 Acquisition Proposal or (v) approve of any inquiry or propose to approve, request for information contemplating an Acquisition Proposal. The Company shall promptly notify Holdings of its receipt of any Acquisition Proposal or of any inquiry or request for information contemplating an Acquisition Proposal. The Company shall keep Holdings informed, on a current basis, of the status of any such proposals, negotiations or discussions except to the extent that a majority of the Board of Directors determines in good faith, after receipt of written advice of outside counsel, that the provision of such information to Holdings would be more likely than not to cause the members of the Board to be in breach of their fiduciary duties under Delaware Law. Any actions permitted under, and taken in compliance with, this Section 5.4 shall not be deemed a breach of any other covenant or agreement of the Company contained in this Agreement. (bi) In addition For purposes of this Agreement, "Acquisition Proposal" shall mean any bona fide proposal made by a third party to the obligations acquire (A) beneficial ownership (as defined under Rule 13(d) of the Stockholder set forth Exchange Act) of a majority equity interest in Section 4(athe Company pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer or exchange offer or similar transactions involving the Company including, without limitation, any single or multi-step transaction or series of related transactions which is structured in good faith to permit such third party to acquire beneficial ownership of a majority or greater equity interest in the Company or (B) hereof, promptly after receipt thereof, all or substantially all of the Stockholder agrees that it shall advise Orix business or assets of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation Company (other than the transactions contemplated by this Agreement and the Stockholder shall promptly provide Option Agreement). Any transaction described in the preceding sentence is herein referred to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such as an "Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeTransaction."

No Solicitation of Other Offers. (a) The Stockholder Company shall, and shall take all actions reasonably necessary to cause its Affiliates, Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents immediately to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it Company shall notnot take, directly or indirectly, take (and shall not authorize or permit its Affiliates, Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) , any action to (i) to encourage, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iiiii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to encourage manner any inquiries or the making or submission of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iiiv) to grant any waiver or release under any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives regarding or in connection with an Acquisition Proposal; provided, however, that the Company, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 6.6(a) and otherwise in compliance with its obligations under Section 6.6(c) hereof, may (x) request clarifications from, or furnish information to (but not enter into substantive discussions with), any agreementPerson (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with terms that are customary and are not more favorable to such Person than the terms of the Confidentiality Agreement (as in effect on the date hereof), arrangement or understanding with respect (B) such action is taken solely for the purpose of obtaining information necessary to any ascertain whether such Acquisition Proposal is a Superior Proposal, and (ivC) withdraw the Board of Directors of the Company determines in good faith, after consultation with outside nationally recognized legal counsel to the Company, that it is necessary to take such actions in order to comply with the duties of the Board of Directors of the Company under applicable law or modify(y) participate in substantive discussions with, request clarifications from, or furnish information to, any Person (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with terms that are customary and are not more favorable to such third party than the terms of the Confidentiality Agreement (as in effect on the date hereof), (B) the Board of Directors of the Company determines in good faith, after consultation with the Company's financial advisor, that such Acquisition Proposal is a Superior Proposal and (C) the Board of Directors of the Company determines in good faith, after consultation with outside nationally recognized legal counsel to the Company, that it is necessary to take such actions in order to comply with the duties of the Board of Directors under applicable law. Without limiting the foregoing, Parent, Sub and the Company agree that any violation of the restrictions set forth in this Section 6.6(a) by any Affiliate, officer, director, employee, representative, consultant, investment banker, attorney, accountant or other agent, which Person has been informed by the Company, or otherwise made aware or had knowledge, of its obligations hereunder, of the Company or any of its Affiliates, whether or not such Person is purporting to act on behalf of the Company or any of its Affiliates, shall constitute a breach by the Company of this Section 6.6(a); provided, however that if the Company is aware that any other agent is in violation of the restrictions contained in this Section 6.6(a), the Company shall be in breach of this Section 6.6(a) if such agent does not refrain from such action. The Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives including, but not limited to, where necessary obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw, modify or amend, or propose to withdraw withdraw, modify or modifyamend, in a manner adverse to OrixParent or Sub, the approval approval, adoption or, as the case may be, recommendation of the Merger AgreementOffer, the Merger Merger, this Agreement or the purchase of any Stock under the Stock Purchase Agreement dated May 21Stockholders Agreements, 1999 or (vii) approve or recommend, or propose to approveapprove or 45 recommend, any Acquisition Proposal. , (biii) In addition cause the Company to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of accept any Acquisition ProposalProposal and/or enter into any letter of intent, agreement in principle, acquisition agreement or any inquiry, proposal, discussions or negotiation with respect other similar agreement (each an "Acquisition Agreement") related to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion Proposal or negotiation and the Stockholder shall promptly provide (iv) resolve to Orix copies of any written materials received by the Stockholder in connection with do any of the foregoing; provided that the Board of Directors of the Company may recommend to its stockholders an Acquisition Proposal and, in connection therewith, withdraw or modify its approval or recommendation of the Offer or the Merger if (w) the Company has complied with its obligations under Section 6.6(a) and 6.6(c), (x) the Board of Directors of the Company determines in good faith that the Acquisition Proposal is a Superior Proposal, (y) the Board of Directors of the Company determines in good faith, after consultation with outside nationally recognized legal counsel to the Company that it is necessary to take such actions in order to comply with the duties of the Board of Directors under applicable law and all the conditions to the Company's right to terminate this Agreement in accordance with Section 8.1(c)(i) have been satisfied (including the expiration of the three (3) Business Day period described therein and the identity payment of all amounts required pursuant to Section 9.1) and (z) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(c)(i). Nothing in this Section 6.6 shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to an Acquisition Proposal by a third party to the extent required under Rule 14e-2 of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeExchange Act.

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause its Affiliates, Affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with (as defined below). Neither the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall notCompany nor any of its Affiliates shall, directly or indirectly, take (and the Company shall not authorise or permit its or its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or Affiliates, to so take) any action to (i) encourage, solicit, initiate or encourage facilitate the making of any Acquisition Proposal (including, without limitation, by taking any action that would make the Article VIII of the Company Charter or Section 203 of the Delaware General Corporation Law inapplicable to an Acquisition Proposal), (ii) enter into any agreement with respect to any Acquisition Proposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixMerger Sub) in connection with, or take any other action to encourage facilitate any inquiries or the making of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that the Company, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 8.2(b) hereof, may participate in discussions or negotiations with or furnish information (iiipursuant to a confidentiality agreement with terms not more favourable to such third party than the terms of the Confidentiality Agreement) enter into any agreement, arrangement or understanding with respect to any third party which makes an Acquisition ProposalProposal if (i) the Board of Directors reasonably determines (based upon the advice of an independent, nationally recognized financial advisor) that such Acquisition Proposal will lead to a Superior Proposal (ivas defined below) and (ii) the Board of Directors believes (and has been so advised in writing by independent outside nationally recognized legal counsel) that failing to take such action would constitute a breach of its fiduciary duties. In addition, neither the Board of Directors of the Company nor any Committee thereof shall (A) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, Parent or Merger Sub the approval and recommendation of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Offer and this Agreement dated May 21, 1999 or (vB) approve or recommend, or propose to approveapprove or recommend, any Acquisition Proposal. (b) In addition ; provided that the Company may recommend to the obligations its stockholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Stockholder set forth in Section 4(aOffer or the Merger if (1) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition a third party makes a Superior Proposal, or any inquiryand (2) (a) five (5) business days have elapsed following delivery to Parent of a written notice of the determination by the Board of Directors of the Company to take such action and during such five (5) business day period the Company has fully co-operated with Parent including, proposalwithout limitation, discussions or negotiation with respect to any Acquisition Proposal, informing Parent of the terms and conditions of such request, Acquisition Superior Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Superior Proposal, with the intent of enabling both parties to agree to a modification of the terms and conditions of this Agreement, and (b) at the end of such five (5) business day period the Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placecontinues to constitute a Superior Proposal.

No Solicitation of Other Offers. (a) The Stockholder Neither the Company nor any of its subsidiaries shall, and shall cause its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, take (and the Company shall not authorize or permit its Affiliates, or its subsidiaries' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or affiliates, to so take) any action to (i) solicitencourage, solicit or initiate or encourage the making submission of any Acquisition ProposalProposal (as hereinafter defined), (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Orix the Company, Parent or the agents or representatives of OrixPurchaser) in connection with, or take any other action to encourage facilitate any inquiries or the making of any proposal (including without limitation by taking any action that is would make Section 180.1141 of the WBCL inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) enter into any agreementprovided, arrangement however, that the Company may participate in discussions or understanding negotiations with respect or furnish information to any Acquisition Proposalthird party which proposes a transaction which the Board of Directors of the Company reasonably believes will result in a Superior Proposal if the Board of Directors determines, in its good faith judgment (iv) and has been advised by independent legal counsel), that failing to take such action would constitute a breach of its fiduciary obligations under applicable law. In addition, neither the Board of Directors of the Company nor the Special Committee shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, Parent the approval and recommendation of the Merger Agreementand this Agreement or approve or recommend, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approveapprove or recommend, any Acquisition Proposal. (b) In addition to ; provided that the obligations Board of Directors of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation Company and the Stockholder shall promptly provide Special Committee may recommend to Orix copies of any written materials received by the Stockholder its shareholders an Acquisition Proposal and in connection with any therewith withdraw or modify its approval or recommendation of this Agreement and the Merger if (i) the Board of Directors of the foregoing, Company and the identity of the Person making any Special Committee have determined that such Acquisition Proposal or such requestis a Superior Proposal, inquiry or proposal or (ii) all the conditions to the Company's right to terminate this Agreement in accordance with whom any discussion or negotiation are taking place.Section 7.01(d) have been satisfied (including the payment of the amounts required by Section 8.01) and (iii) this Agreement is terminated in accordance with Section 7.01(d). Any actions permitted under, and taken in compliance with, this Section

No Solicitation of Other Offers. (a) The Stockholder Company shall, and shall use its reasonable best efforts to cause its Affiliates, Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents immediately to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it Company shall notnot take, directly or indirectly, take (and shall not permit use its Affiliates, reasonable best efforts to cause its Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or Affiliates not to take, to so take) any action to (i) to encourage, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Offer or the Scheme of Arrangement or any other transaction contemplated by the Transaction Documents, (iiiii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to encourage manner any inquiries or the making or submission of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve to grant any waiver or propose release under any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; provided, however, that the Company, in response to approve, any an unsolicited Acquisition Proposal. (bProposal that did not result from a breach of this Section 6.6(a) In addition to the and otherwise in compliance with its obligations of the Stockholder set forth in under Section 4(a6.6(c) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any may (x) request for information or of any Acquisition Proposalclarifications from, or furnish information to, (but not enter into discussions with) any inquiry, proposal, discussions Person (other than Parent or negotiation Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with respect terms not more favorable to any Acquisition Proposal, such Person than the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoingConfidentiality Agreement (as in effect on the date hereof), and (B) such action is taken solely for the identity purpose of the Person making any obtaining information reasonably necessary to ascertain whether such Acquisition Proposal is, or could reasonably likely lead to, a Superior Proposal, and (C) a majority of the members of the entire Board of Directors of the Company reasonably determines in good faith, after receiving advice from Cayman Islands counsel to the Company, that it is necessary to take such requestactions in order to comply with the fiduciary duties of the Board of Directors of the Company under applicable law; or (y) participate in discussions with, inquiry request clarifications from, or proposal furnish information to, any Person (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with whom any discussion or negotiation are taking place.terms not more favorable to such third party than the terms of the Confidentiality Agreement (as in effect on the date hereof), (B) after consultation with an independent, nationally recognized investment bank, a majority of the members of the entire Board of Directors of the Company reasonably determines in good faith

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause its Affiliates, affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, shall immediately cease any existing discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with (as defined below). Neither the transactions contemplated by the Merger Agreement. The Stockholder agrees that it Company nor any of its affiliates shall not, directly or indirectly, take (and the Company and its affiliates shall not authorize or permit any of its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) to solicit, initiate or knowingly encourage the making of any Acquisition Proposal, Proposal or (ii) participate in to have any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withfurtherance of, or take any other action to encourage facilitate any inquiries or the making of any proposal that constitutes, or is reasonably expected to lead to, any Acquisition Proposal; provided, (iii) enter into any agreementthat, arrangement or understanding to the extent that the failure to take such action would reasonably be likely to breach the fiduciary obligations of the Board of Directors of the Company, as determined in good faith by a majority of the disinterested members thereof based on the advice of outside counsel, the Company may, in response to an Acquisition Proposal that was not solicited by the Company and that did not otherwise result from a breach of this Section 4.06(a), furnish information with respect to the Company and its Subsidiaries to any Acquisition Proposal, (iv) withdraw Person pursuant to a customary confidentiality agreement and participate in discussions or modify, or propose negotiations with respect to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition Proposal. (b) In addition to Neither the obligations Board of Directors of the Stockholder set forth Company nor any committee thereof shall (i) withdraw or modify in Section 4(a) hereof, promptly after receipt thereofa manner adverse to Parent or Sub, the Stockholder agrees that it shall advise Orix approval of this Agreement or the recommendation by the Board of Directors or any request for information such committee of the Offer, (ii) approve any letter of intent, agreement in principle, acquisition agreement or of similar agreement relating to any Acquisition Proposal, (iii) approve or recommend any inquiry, proposal, discussions Acquisition Proposal or negotiation (iv) enter into any agreement with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of . Notwithstanding the foregoing, if the Company receives a Superior Proposal (as defined below) and the identity a majority of the Person making disinterested directors of the Company determine in good faith, based on the advice of outside counsel, that failure to take such action would reasonably be likely to breach their fiduciary obligations, the Board of Directors of the Company may, no sooner than three Business Days following delivery to Parent of notice of such Superior Proposal in compliance with Section 4.06(c), withdraw or modify its approval of this Agreement or recommendation of the Offer and may take any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeother action otherwise prohibited by this Section 4.06(b).

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause its Affiliates, ------------------------------- affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, shall immediately cease any existing discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with (as defined below). Neither the transactions contemplated by the Merger Agreement. The Stockholder agrees that it Company nor any of its affiliates shall not, directly or indirectly, take (and the Company and its affiliates shall not authorize or permit any of its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) to solicit, initiate or knowingly encourage the making of any Acquisition Proposal, Proposal or (ii) participate in to have any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withfurtherance of, or take any other action to encourage facilitate any inquiries or the making of any proposal that constitutes, or is reasonably expected to lead to, any Acquisition Proposal; provided, (iii) enter into any agreementthat, arrangement or understanding to the extent that the failure to take such action would reasonably be likely to breach the fiduciary obligations of the Board of Directors of the Company, as determined in good faith by a majority of the disinterested members thereof based on the advice of outside counsel, the Company may, in response to an Acquisition Proposal that was not solicited by the Company and that did not otherwise result from a breach of this Section 4.06(a), furnish information with respect to the Company and its Subsidiaries to any Acquisition Proposal, (iv) withdraw Person pursuant to a customary confidentiality agreement and participate in discussions or modify, or propose negotiations with respect to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition Proposal. (b) In addition to Neither the obligations Board of Directors of the Stockholder set forth Company nor any committee thereof shall (i) withdraw or modify in Section 4(a) hereof, promptly after receipt thereofa manner adverse to Parent or Sub, the Stockholder agrees that it shall advise Orix approval of this Agreement or the recommendation by the Board of Directors or any request for information such committee of the Offer, (ii) approve any letter of intent, agreement in principle, acquisition agreement or of similar agreement relating to any Acquisition Proposal, (iii) approve or recommend any inquiry, proposal, discussions Acquisition Proposal or negotiation (iv) enter into any agreement with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of . Notwithstanding the foregoing, if the Company receives a Superior Proposal (as defined below) and the identity a majority of the Person making disinterested directors of the Company determine in good faith, based on the advice of outside counsel, that failure to take such action would reasonably be likely to breach their fiduciary obligations, the Board of Directors of the Company may, no sooner than three Business Days following delivery to Parent of notice of such Superior Proposal in compliance with Section 4.06(c), withdraw or modify its approval of this Agreement or recommendation of the Offer and may take any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeother action otherwise prohibited by this Section 4.06(b).

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause ------------------------------- its Affiliates, Affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Other than in connection accordance with Section 6.6(b) hereof, the transactions contemplated by the Merger Agreement. The Stockholder agrees that it Company shall not, directly or indirectly, take (and the Company shall not authorize or permit its Affiliates or its or its Affiliates, ' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate initiate, facilitate or encourage the making of any Acquisition Proposal or any inquiries or the making of any proposal that may reasonably be expected to lead to any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement or Section 203 of the Delaware General Corporation Law inapplicable to an Acquisition Proposal), (ii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent, Sub or the agents or representatives of OrixParent or Sub) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected to lead to, with any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition ProposalProposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to OrixParent or Sub, the approval and recommendation of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Offer and this Agreement dated May 21, 1999 or (v) approve or recommend, or propose to approveapprove or recommend, any Acquisition Proposal. (b) In addition to the obligations The Company may take any of the Stockholder set forth actions prohibited by clauses (ii) through (v) of the second sentence of Section 6.6(a) hereof in response to an unsolicited Acquisition Proposal if (1) the Company is in compliance with its obligations under Section 4(a6.6(c) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation (2) with respect to any Acquisition Proposalaction that would otherwise be prohibited by clause (ii) of the second sentence of Section 6.6(a), (A) such action is taken subject to a confidentiality agreement with terms not more favorable to such third party than the terms of the Confidentiality Agreement, (B) the Board of Directors of the Company determines, after receiving advice from outside nationally recognized legal counsel to the Company and conditions from nationally recognized investment bankers, that such Acquisition Proposal is reasonably likely to result in a Superior Proposal within a reasonable period of time and such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and determination remains in effect at all times that the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with Company is taking any of the foregoing, and the identity of the Person making any actions prohibited by clause (ii) with respect to such Acquisition Proposal or and (C) the Board of Directors of the Company determines, after receiving advice from outside nationally recognized legal counsel to the Company, that the failure to take such requestaction would likely breach the fiduciary duties of the Board of Directors and (3) with respect to any action that would otherwise be prohibited by clauses (iii) through (v) of the second sentence of Section 6.6(a) such Acquisition Proposal is a Superior Proposal and the Board of Directors of the Company determines, inquiry or proposal or with whom any discussion or negotiation are taking placebased on advice from outside nationally recognized legal counsel to the Company and nationally recognized investment bankers, that the failure to take such action would likely breach the fiduciary duties of the Board of Directors.

No Solicitation of Other Offers. (a) The Stockholder shall, Company and shall cause its Affiliates, affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants representatives and other agents to, shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with (as defined below). Neither the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall notCompany nor any of its affiliates, shall, directly or indirectly, take (and the Company shall not authorize or permit its Affiliatesor its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agentsagents or affiliates, to so take) any action to (i) solicitencourage, solicit or initiate or encourage the making of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection with, or take any other action to encourage facilitate any inquiries or the making of any proposal (including without limitation by taking any action that is would make the Rights Agreement, Section 912 of the New York Business Corporation Law or the provisions of Article SEVENTH of the Company's Restated and Amended Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iiiprovided, however, that the Company, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 4.07(b) enter into any agreementhereof, arrangement may participate in discussions or understanding negotiations with respect or furnish information to any Acquisition Proposalthird party which proposes a transaction which the Board of Directors of the Company reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties. In addition, neither the Board of Directors of the Company nor any Committee thereof shall (ivx) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, Parent or Sub the approval and recommendation of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Offer and this Agreement dated May 21, 1999 or (vy) approve or recommend, or propose to approveapprove or recommend, any Acquisition Proposal. , provided that the Company may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (bi) In addition the Board of Directors of the Company has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the obligations Company's right to terminate this Agreement in accordance with Section 6.01(f) hereof have been satisfied (including the expiration of the Stockholder set forth three Business Day period described therein and the payment of all amounts required pursuant to Section 7.01 hereof) and (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 4(a6.01(f) hereof. Any actions permitted under, promptly after receipt thereofand taken in compliance with, the Stockholder agrees that it this Section 4.07 shall advise Orix not be deemed a breach of any request for information other covenant or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions agreement of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder party contained in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placethis Agreement.

No Solicitation of Other Offers. (a) The Stockholder Shareholder shall, and shall cause its Affiliates, Affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents, to the extent such agents are operating on such Shareholder's behalf, immediately to, immediately cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger AgreementProposal. The Stockholder agrees that it Shareholder shall notnot take, directly or indirectly, take (and shall not permit cause its Affiliates, Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so the extent such agents are operating on such Shareholder's behalf, to take) , any action to (i) to encourage, solicit, initiate or encourage facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iiiii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix Parent or the agents or representatives of OrixSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to encourage manner any inquiries or the making or submission of any proposal that is constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 Proposal or (v) approve to grant any waiver or propose to approverelease under any standstill, confidentiality or similar agreement entered into by the Company or any Acquisition Proposal. (b) In addition to of its Affiliates or representatives. Without limiting the obligations foregoing, Parent, Sub and Shareholder agree that any violation of the Stockholder restrictions set forth in this Section 4(a4.2 by any Person who is an officer, director, employee or wholly-owned subsidiary of Stockholder or any, representative, consultant, investment banker, attorney, accountant or other agent of Shareholder or any of its wholly-owned subsidiaries (to the extent such Person is acting of the Shareholder's behalf and, has been informed by the Company, or otherwise made aware or had knowledge, of its obligations hereunder) hereofshall constitute a breach by Shareholder of this Section 4.2; PROVIDED, promptly after receipt thereofhowever that if Shareholder is aware that any such Person is in violation of the restrictions contained in this Section 4.2, Shareholder shall be in breach of this Section 4.2 if such Person does not refrain from such action. Shareholder shall enforce, to the fullest extent permitted under applicable law, the Stockholder agrees that it shall advise Orix provisions of any request for information standstill, confidentiality or of any Acquisition Proposal, similar agreement entered into by Shareholder or any inquiryof its Affiliates or representatives including, but not limited to, where necessary seeking to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. Shareholder will notify Sub as soon as practicable if any Person makes a proposal, discussions offer, inquiry to or negotiation contact with, Shareholder, with respect to any Acquisition Proposal, the terms foregoing and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and shall describe in reasonable detail the Stockholder shall promptly provide to Orix copies identity of any written materials received by the Stockholder in connection with any of the foregoingsuch Person, and the identity substance and material terms of the Person making such contract and material terms of any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking placeproposal.