Common use of Conduct of Business Pending the Closing Clause in Contracts

Conduct of Business Pending the Closing. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing (A) unless the Investors otherwise agree in writing, (B) except as set forth in Section 6.1 of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or as set forth on Section 6.1 of the Company Disclosure Schedule, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayed:

Conduct of Business Pending the Closing. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing (A) unless the Investors otherwise agree in writing, (B) except as set forth in Section 6.1 of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) of the Stockholders Restated Governance Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or as set forth on Section 6.1 of the Company Disclosure Schedule, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayed:

Conduct of Business Pending the Closing. The Company covenants and agrees that, during the period from that between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing (A) unless the Investors otherwise agree in writingEffective Time, (B) except as set forth in Section 6.1 5.1 of the Company Disclosure Schedule Letter, as contemplated by any other provision of this Agreement or (C) except for those actions specifically set forth in Sections 2.06(i)as required by applicable Law, (ii) by a Governmental Entity of competent jurisdiction or (iii) by the rules or requirements of the Stockholders AgreementNew York Stock Exchange, unless Parent shall otherwise agree in the form attached hereto as Exhibit Cwriting (which agreement shall not be unreasonably withheld, which are permitted to be taken by the Company delayed or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directorsconditioned), the Company shallwill, will cause each Company Subsidiary to, and shall will use its commercially reasonable efforts to cause each of its Significant Subsidiaries VELCO to, (ia) conduct its business operations only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; as heretofore conducted utilizing good utility practices, (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vib) comply in all material respects with all Laws, orders and Company Permits applicable Lawsto them, and (c) use its commercially reasonable best efforts to preserve substantially intact its business organization and maintain satisfactory relationships with third parties and Governmental Entities having significant business dealings with it and to keep available the services of its key officers and employees. Notwithstanding Without limiting the foregoing and foregoing, except as expressly set forth in Section 5.1 of the Company Disclosure Letter, as contemplated by any other provision of this Agreement or as set forth on Section 6.1 required by applicable Law, by a Governmental Entity of competent jurisdiction or by the rules and requirements of the New York Stock Exchange, the Company Disclosure Scheduleshall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not toEffective Time, do any of the following without the prior written consent of the Investors, Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed:conditioned):

Conduct of Business Pending the Closing. The Company covenants (1) (i) Except as set forth in Section 4.1 of the Seller Disclosure Schedule, except as contemplated by this Agreement or by any of the Ancillary Agreements, and agrees thatexcept with the written consent of the Purchaser, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or hereof to the Closing Date (A) unless or, in the Investors otherwise agree in writingcase of a Deferred Asset, to the Subsequent Closing Date on which such Deferred Asset is conveyed to the Purchaser), the Sellers shall, and shall cause INA Corporation and its subsidiaries which constitute Acquired Companies to, (B1) use Reasonable Best Efforts to preserve their relationships with and the goodwill of their agents, brokers, customers, suppliers, employees and other persons having business dealings with the Sellers and the Acquired Companies in connection with the Business and (2) use Reasonable Best Efforts to preserve the Business, and (ii) except as set forth in Section 6.1 4.1 of the Company Seller Disclosure Schedule Schedule, except as may be required in connection with the transactions contemplated by the Excluded Business Transfer Agreements, except as may be required to effect the Sellers' retention of any Deferred Assets at any Closing or (C) any Subsequent Closing in accordance with Section 1.3 hereof, except for those actions specifically set forth in Sections 2.06(i), (ii) as contemplated by this Agreement or (iii) by any of the Stockholders AgreementAncillary Agreements, and except with the written consent of the Purchaser, during the period from the date hereof to the Closing Date (or, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval case of a majority of the directors to be appointed by the Investors Deferred Asset, to the Board of DirectorsSubsequent Closing Date on which such Deferred Asset is conveyed to the Purchaser), the Company Sellers shall, and shall cause each of INA Corporation and its Significant Subsidiaries subsidiaries which constitute Acquired Companies to, (i) conduct its business only the Business in the ordinary course and consistent with past practice; practice (ii) use reasonable best efforts to preserve including in respect of underwriting standards and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all reserving guidelines). Without limiting the generality of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usualforegoing, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly set forth in Section 4.1 of the Seller Disclosure Schedule, except as may be required in connection with the transactions contemplated by the Excluded Business Transfer Agreements, except as may be required to effect the Sellers' retention of any Deferred Assets at any Closing or any Subsequent Closing in accordance with Section 1.3 hereof, except as contemplated by this Agreement or as set forth on Section 6.1 by any of the Company Disclosure ScheduleAncillary Agreements, between and except with the written consent of the Purchaser, during the period from the date hereof to the Closing Date (or, in the case of this Agreement and a Deferred Asset, to the ClosingSubsequent Closing Date on which such Deferred Asset is conveyed to the Purchaser), the Company Sellers shall not, and shall cause each of not permit INA Corporation or its Significant Subsidiaries not subsidiaries which constitute Acquired Companies to, do any of with respect to the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayedBusiness:

Conduct of Business Pending the Closing. The Company covenants and agrees that, during During the period from the date of this Agreement and continuing until through the Closing Date or the earlier of the termination of this Agreement or the Closing (A) unless the Investors otherwise agree in writingpursuant to Section 7.1 hereof, (B) except as expressly contemplated by this Agreement, as set forth in Section 6.1 5.1 of the Company Seller Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) with the prior written consent of the Stockholders Agreement, in the form attached hereto as Exhibit CBuyer, which are permitted to consent shall not be taken by the Company unreasonably withheld, conditioned, or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directorsdelayed, the Company Seller Parties shall, and shall cause each of the Company and its Significant Subsidiaries to, (ix) conduct its carry on their business only in the ordinary course and consistent with past practice; practices, except to the extent otherwise contemplated by this Agreement (iisuch as actions taken pursuant to this Agreement to facilitate funding of the Special Dividend), and (y) to the extent consistent therewith, use commercially reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all the current business, significant business relationships and goodwill of their business with policyholders, Employees, Independent Producers and other customers, suppliers and service providers of and to the Company and its Subsidiaries, and with the Governmental Authorities with jurisdiction over the Company and its Subsidiaries. Without limiting the generality of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usualforegoing, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or as set forth on in Section 6.1 5.1 of the Company Seller Disclosure Schedule, between the date of this Agreement Seller Parties shall not with respect to the Company or its Subsidiaries, and the Closing, Seller Parties shall not permit the Company shall not, and shall cause each or any of its Significant Subsidiaries not toSubsidiaries, do any of the following without the prior written consent of the InvestorsBuyer, which consent shall not be unreasonably withheld withheld, conditioned, or delayed:, to: (a) amend its Organizational Documents; (b) (i) issue, sell, transfer, grant, pledge or otherwise encumber any shares or other interests representing equity interests in the Company or any of its Subsidiaries, any other voting securities, or nay securities convertible into or exchangeable for any such interests, in each case relating to equity interests in the Company or any of its Subsidiaries, (ii) issue, sell, grant or accelerate the timing of payment or vesting of any option, warrant, convertible or exchangeable security, subscription, call, or other agreement or right of any kind to purchase or otherwise acquire (including by exchange or conversion) any ownership interest in the Company or any of its Subsidiaries; (iii) directly or indirectly, purchase, redeem or acquire any equity interest (including Membership Interests or Minority-Owned Shares) or any other ownership interest in the Company - 49 -

Conduct of Business Pending the Closing. (a) The Company covenants and agrees that, parties have agreed that the assets created in the course of operation of the Business during the period from Interim Period would be transferred to the date Buyer as part of the Purchase Price, and that liabilities of the Seller created during the Interim Period in accordance with the provisions of this Agreement and continuing until Section would be assumed by the earlier Buyer as part of the termination of this Agreement or Assumed Liabilities if the Closing (A) unless Buyer purchased the Investors otherwise agree in writing, (B) except Purchased Assets as set forth in Section 6.1 of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) Effective Date. This Agreement supersedes any prior understanding of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted parties with respect to be taken by the Company or its Significant Subsidiaries without the approval of a majority Interim Period operation of the directors to be appointed by Business and the Investors to assets and liabilities created thereby. (b) During the Board of DirectorsInterim Period, the Company shall, and shall cause each of its Significant Subsidiaries to, Seller: 27 34 (i) conduct its business only shall not engage in any activities or transactions which shall be outside the ordinary course and consistent with past practiceof its Business operations as conducted prior to the Effective Date, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld; (ii) use reasonable best efforts shall not increase the salaries or wages of any of its employees, or pay bonuses to preserve and maintain any of its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationshipsemployees; (iii) use its reasonable best efforts to maintain all shall not make any intracompany transfer or payment out of the material Business revenue or Business assets it owns for goods purchased or uses services rendered except at prices not in the ordinary course excess of business arms' length value and otherwise consistent with past practice; (iv) will use its reasonable best efforts (which shall not include the payment of any additional funds outside the normal course) to preserve the existing licenses, franchises, rights and privileges pertinent to the Business; (v) will use its reasonable best efforts (which shall not include the payment of any additional funds outside the normal course) to preserve the organization relating to the Business intact and to preserve the goodwill of employees, contractors, customers, suppliers and ongoing operations others having business relations relating to Plant products or operations, including the continuation of its businessthe Seller's usual and customary purchasing, billing and collection procedures; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply will maintain in all material respects with applicable Laws. Notwithstanding the foregoing Equipment, Vehicles, Rolling Stock, Improvements, Clarx Xxxks, Furnishings and except Fixtures in the same working order and condition as expressly contemplated by this Agreement at the Effective Date (reasonable wear and tear excepted), and will perform in all material respects all scheduled or regular maintenance or necessary repair; (vii) will keep in force all current coverages under existing insurance policies covering Purchased Assets and Business operations (including all Workers' Compensation insurance); (viii) will not take any action or permit any action to be taken that would adversely affect the Purchased Assets or the Business (as set forth on Section 6.1 a separate going concern) or would materially impair the ability of the Company Disclosure Schedule, between Seller to consummate the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries proposed sale; (ix) will not to, do transfer any Purchased Asset to any lender of the following Seller; (x) will apply payments received from customers (or other payments of receivables) to the invoice or charge specified in connection with the payment (if none is specified, payments will be applied to invoices or other amounts owed on the basis of age, with oldest paid first, so that payments will first satisfy accounts receivable arising before the Effective Date); (xi) will not without the Buyer's written consent enter into any contract, commitment or other transaction to be assumed by the Buyer that will not be terminable by the Buyer on not more than 30 days' notice, without a penalty or other compensation payable by the Buyer; and 28 35 (xii) will not without the prior written consent of the InvestorsBuyer, which consent shall not be unreasonably withheld withheld: (1) subject to a Lien any of the Purchased Assets (other than (A) Liens for current year property taxes not yet payable and (B) the continuing Liens of secured creditors referred to in Section 3.20); (2) transfer any of the Effective Date Assets or delayed:Additional Assets except Inventory in the ordinary course of business; (3) amend or cancel any material Contract, or any Easement or Lease, (4) amend or fail to comply with any provision of the Union Contract; (4) move or relocate any of the Purchased Assets from their present location(s); or (5) agree to do any of the foregoing. 6.2

Conduct of Business Pending the Closing. The Company covenants and agrees that, during the period from From the date of this Agreement and continuing until the earlier Closing Date, except with the written consent of the termination of this Agreement Purchaser (such consent not to be unreasonably withheld, conditioned or the Closing (A) unless the Investors otherwise agree in writing, (B) except as set forth in Section 6.1 of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(idelayed), (ii) or (iii) of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company Seller shall, and shall cause each of its Significant Subsidiaries the Company to, (i) conduct its business only operate the Business in the ordinary course and consistent Ordinary Course of Business. Consistent with past practice; (ii) the foregoing, Seller shall use reasonable best efforts to preserve cause the Company to keep and maintain its the assets of the Company in good operating condition and properties repair and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) to use its reasonable best efforts consistent with good business practice to maintain all the business organization of the material assets it owns Company intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors, and others having business relations with the Company; provided, however, that none of the following actions shall require the prior written consent of Purchaser: (i) payment of or uses in accrual for Permitted Distributions; (ii) payment of the ordinary course Change of business consistent Control Bonuses, or entry into or the modification of agreements with past practicerespect to the Change of Control Bonuses, provided, however, that no entry into or modifications of such agreements can be made that require payment after the Closing Date; (iii) payment of Transaction Expenses prior to the Closing as would otherwise be required pursuant to Section 1.3(e); (iv) use its reasonable best efforts incurrence of any intercompany Indebtedness required to preserve be eliminated on the goodwill Financial Statements in accordance with GAAP; and ongoing operations of its business; (v) maintain its books payment of Specific Litigation and records Settlement Proceedings Costs, including the Settlement Payment. Seller and the Company shall use commercially reasonable efforts to not take any action that would, or that reasonably would be expected to, result in any of the usualconditions to Closing set forth in ARTICLE VII not being satisfied. Without limiting the generality of the foregoing, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or as set forth on Section 6.1 of Schedule 5.2 or to the Company Disclosure Scheduleextent Purchaser otherwise Consents in writing (such Consent not to be unreasonably withheld, between the date of this Agreement and conditioned or delayed), prior to the Closing, the Company Seller shall not, and shall cause each of its Significant Subsidiaries the Company not to, do any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayed:

Conduct of Business Pending the Closing. The Company HoldCo, on behalf of the Manager Entities, covenants and agrees that, during the period from between the date of this Agreement hereof and continuing until the earlier to occur of the Closing or the termination of this Agreement or the Closing (A) pursuant to its terms, unless the Investors otherwise agree in writing, (B) except as set forth in Section 6.1 chair of the Company Disclosure Schedule Annaly Board of Directors shall otherwise specifically consent in writing in advance (which consent shall not be unreasonably withheld, conditioned or (C) except for those actions specifically set forth in Sections 2.06(idelayed), (ii) or (iii) of the Stockholders unless otherwise expressly provided for by this Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company shall, and Manager Entities shall cause each of its Significant Subsidiaries to, (i) conduct its their respective business only in all material respects in the ordinary course and consistent with past practice; (ii) use their respective commercially reasonable best efforts to (A) preserve intact their business and, in the case of the Business, operate in a manner consistent with the Management Agreement and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, (B) keep available the services of their respective present officers and employees and other persons with which it has significant business relationshipsemployees; (iii) use its reasonable best efforts to maintain any insurance upon all of the material assets it owns or uses of Manager and the Business in such amounts and of such kinds comparable to that in effect on the ordinary course of business consistent with past practicedate hereof; (iv) use its reasonable best efforts to preserve pay and discharge current Liabilities of the goodwill Manager Entities as and ongoing operations when due and payable in accordance with the Contracts governing such Liabilities, except for Liabilities of its business; the Manager Entities not material in amount that are disputed in good faith by appropriate Proceedings and properly reserved for on the Manager Balance Sheet and (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Lawsall Applicable Laws and Material Contracts. Notwithstanding Subject to the foregoing and except as expressly contemplated by this Agreement or as set forth last sentence of Section 7.1, HoldCo, on Section 6.1 behalf of the Company Disclosure ScheduleManager Entities, covenants and agrees that between the date hereof and the earlier to occur of the Closing or the termination of this Agreement and pursuant to its terms, none of the ClosingManager Entities shall directly or indirectly do, the Company shall notor propose to do, and shall cause each of its Significant Subsidiaries not to, do any of the following items with respect to themselves and their respective business without the prior written consent of the Investors, chair of the Annaly Board of Directors (which consent shall not be unreasonably withheld withheld, conditioned or delayed) unless otherwise expressly provided for by this Agreement or otherwise expressly set forth in Section 7.1 of the HoldCo Disclosure Letter:

Conduct of Business Pending the Closing. The Company covenants and agrees that, during that between the period from the effective date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing (A) unless the Investors otherwise agree in writingEffective Time, (B) except as set forth in Section 6.1 5.1 of the Company Disclosure Schedule Letter, as contemplated by any other provision of this Agreement or (C) except for those actions specifically set forth in Sections 2.06(i)as required by applicable Law, (ii) by a Governmental Entity of competent jurisdiction or (iii) by the rules or requirements of the Stockholders AgreementNew York Stock Exchange, unless Parent shall otherwise agree in the form attached hereto as Exhibit Cwriting (which agreement shall not be unreasonably withheld, which are permitted to be taken by the Company delayed or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directorsconditioned), the Company shallwill, will cause each Company Subsidiary to, and shall will use its commercially reasonable efforts to cause each of its Significant Subsidiaries VELCO to, (ia) conduct its business operations only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; as heretofore conducted utilizing good utility practices, (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vib) comply in all material respects with all Laws, orders and Company Permits applicable Lawsto them, and (c) use its commercially reasonable best efforts to preserve substantially intact its business organization and maintain satisfactory relationships with third parties and Governmental Entities having significant business dealings with it and to keep available the services of its key officers and employees. Notwithstanding Without limiting the foregoing and foregoing, except as expressly set forth in Section 5.1 of the Company Disclosure Letter, as contemplated by any other provision of this Agreement or as set forth on Section 6.1 required by applicable Law, by a Governmental Entity of competent jurisdiction or by the rules and requirements of the Company Disclosure Schedule, between the date of this Agreement and the ClosingNew York Stock Exchange, the Company shall not, and shall cause each not permit any Company Subsidiary to, between the effective date of its Significant Subsidiaries not tothis Agreement and the Effective Time, do any of the following without the prior written consent of the Investors, Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed:conditioned):

Conduct of Business Pending the Closing. The Company covenants and agrees that, during During the period from the date of this Agreement and continuing until through the Closing Date or the earlier of the termination of this Agreement or the Closing (A) unless the Investors otherwise agree in writingpursuant to Section 7.1 hereof, (B) except as expressly contemplated by this Agreement, as set forth in Section 6.1 5.1 of the Company Parent Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) with the prior written consent of the Stockholders Agreement, in the form attached hereto as Exhibit CBuyer, which are permitted to consent shall not be taken by the Company unreasonably withheld, conditioned, or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directorsdelayed, the Company Parent and Seller shall, and shall cause each of its Significant Subsidiaries the Company and Abacus to, (ix) conduct its business only carry on the Business of the Company and Abacus in the ordinary course and consistent with past practice; , and (iiy) to the extent consistent therewith, use commercially reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all the current Business, significant business relationships and goodwill of their Business with policyholders, Employees, Independent Producers and other customers, suppliers and service providers of and to the Company and Abacus, and with the Governmental Authorities with jurisdiction over the Company and Abacus. Without limiting the generality of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usualforegoing, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or as set forth on in Section 6.1 5.1 of the Company Parent Disclosure Schedule, between the date of this Agreement and the ClosingParent shall not with respect to Seller, the Company or Abacus, Seller shall notnot with respect to the Company and Abacus, and Parent and Seller shall cause each of its Significant Subsidiaries not topermit the Company or Abacus, do any of the following without the prior written consent of the InvestorsBuyer, which consent shall not be unreasonably withheld withheld, conditioned, or delayed:, to, directly or indirectly: (a) amend its Organizational Documents; (b) (i) issue, sell, transfer, grant, pledge or otherwise encumber any shares or other interests representing equity interests in the Company or Abacus, any other voting securities, or any securities convertible into or exchangeable for any such interests, in each case relating to equity interests in the Company or Abacus, (ii) issue, sell, grant or accelerate the timing of payment or vesting of any option, warrant, convertible or exchangeable security, subscription, call, or other agreement or right of any kind to purchase or otherwise acquire (including by exchange or conversion) any ownership interest in the Company or Abacus; (iii) directly or indirectly, purchase, redeem or acquire any equity interest (including Shares) or any other ownership interest in the Company or Abacus; (iv) change the authorized or issued equity of the Company or Abacus; (v) effect any recapitalization, reclassification, unit split, combination or similar change in the capitalization of the Company or Abacus; or (vi) enter into any contracts, agreements or arrangements to issue, redeem, acquire or sell any equity interests or any other ownership interests in the Company or Abacus;

Conduct of Business Pending the Closing. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing (Aa) unless the Investors otherwise agree in writing, (B) except Except as set forth in Section 6.1 of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or except as set forth on Section 6.1 Schedule 7.1, Sellers covenant and agree that, except as otherwise expressly required or permitted by the terms of the Company Disclosure Schedulethis Agreement or except as expressly approved in writing by Purchaser, between the date of this Agreement and the ClosingClosing Date, Sellers shall conduct the Company Business in the ordinary course, and consistent with past practice of the Business, and Sellers shall not change their operations or policies (including policies and procedures with regard to maintenance and repair of the Dealership facilities), except to the extent necessary to comply with Applicable Law or the requirements of the Manufacturers. Except as set forth on Schedule 7.1, Sellers shall, between the Effective Date and the Closing Date, use their reasonable efforts to preserve intact each Seller’s business organization, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other Persons with which it has business relations, subject to the terms and provisions of this Agreement. Further, except as set forth on Schedule 7.1, Sellers agree that between the Effective Date and the Closing Date, Sellers shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the Investors, Purchaser (which consent shall may not be unreasonably withheld withheld, conditioned or delayed:): (a) take or knowingly permit any action or omit to take any action that Sellers know, when taken or omitted, is reasonably likely to cause any of the Sellers’ Express Representations to become untrue; (b) enter into any Contract with any Person that would constitute an Assumed Contract by the operation of the provisions of this Section 7.1, other than Contracts entered into in compliance with this Section 7.1, and other than Contracts that relate to a We Owe, Work in Progress or Customer Deposit that was entered into in the ordinary course of business, and consistent with past practices, and except as expressly provided for in this Section 7.1, not amend, modify or terminate any of the Assumed Contracts or Construction Documents, without prior consent of Purchaser; (c) fail to maintain in full force and effect all insurance policies currently maintained by each Seller (other than renewals in the ordinary course); (d) fail to comply with all material provisions contained in the Assumed Contracts; (e) sell, assign, transfer or dispose of any of the Fixed Assets except in the ordinary course of business; (f) undertake any dealer trades with others or its Affiliates (directly or indirectly) that are not in accordance with past practices; (g) other than in the ordinary course of business and consistent with past practices, except as otherwise permitted by the provisions of this Section 7.1, enter into any new Contract, lease, encumbrance or other agreement or modify any existing Contract, lease encumbrance or other agreement that, in such case, affects the use or operation of the Real Estate, that would be binding upon Purchaser or run with title to the Real Estate and which cannot be terminated without charge, cost, penalty or premium on

Conduct of Business Pending the Closing. The Company covenants and agrees that(a) Except as contemplated by this Agreement or otherwise consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing (A) unless the Investors otherwise agree in writingInterim Period, (B) except as set forth in Section 6.1 of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company shall, and Sellers shall cause each of its Significant Subsidiaries to, Acquired Company (and shall use Commercially Reasonable Efforts to cause each JV Entity) to (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts subject to preserve and maintain its assets and properties and its relationships with its customersany COVID Action, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all of the material assets it owns or uses operate in the ordinary course of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply practices in all material respects and (ii) use commercially reasonable efforts to (A) preserve, maintain and protect the assets and properties of the Acquired Companies (and use Commercially Reasonable Efforts to preserve, maintain and protect the assets and properties of the JV Entities), and keep intact their respective business organizations and goodwill, and keep available the services of their respective officers and key employees, (B) maintain all material Permits, and (C) maintain all material relationships with applicable Lawscustomers, suppliers, Governmental Entities and others having business relationships with them. Notwithstanding Without limiting the foregoing and foregoing, except (w) as expressly otherwise contemplated by this Agreement or in connection with any Permitted Financing, (x) actions taken by CPVI in its capacity as asset manager under any Asset Management Agreement, (y) as set forth on in Section 6.1 6.02(a) of the Company Seller Disclosure Schedule, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the Investors, Schedule or (z) actions consented to in writing by Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed), during the Interim Period, Sellers shall cause each of the Acquired Companies, and shall use Commercially Reasonable Efforts to cause each of the JV Entities, not to do the following:

Conduct of Business Pending the Closing. The (a) Except (i) as expressly permitted or required by this Agreement, (ii) with the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), (iii) as set forth on Section 5.1(a) of the Company covenants and agrees thatDisclosure Schedule, (iv) as expressly contemplated or required by the Pre-Closing Actions or (v) as required by Law, during the period from the date of this Agreement and continuing Date until the earlier of the Closing and the termination of this Agreement or pursuant to Article VII (the “Pre-Closing Period”), Seller shall cause each Group Company to (A) unless conduct its business in the Investors otherwise agree in writingOrdinary Course of Business, (B) except as set forth in Section 6.1 use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of the Company Disclosure Schedule or business and its material business relationships (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken including by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use using commercially reasonable best efforts to preserve and maintain its assets and properties technology and its preserving relationships with its customers, suppliers, advertiserslenders, distributorsand Authorities) and retain the services of its executive officers, agentscontractors and employees, officers (C) pay or perform all of its obligations when due in the Ordinary Course of Business (including accounts payable), (D) maintain its cash management practices and employees its policies, practices and procedures with respect to collection of trade accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other persons expenses, deferral of revenue, and acceptance of customer deposits in accordance with past custom and practice; provided that the Company Group will use commercially reasonable efforts to collect accounts receivable from active and inactive customers in the Ordinary Course of Business, (E) perform in all material respects all of its obligations under all Contracts to which it has significant business relationships; (iii) use its reasonable best efforts to maintain all of the material assets is a party, by which it owns or uses in the ordinary course of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations any of its properties or assets is bound or affected or pursuant to which it is an obligor or beneficiary, and comply in all material respects with all Laws, Orders and Legal Proceedings by any Authority applicable to it or its business; , properties or assets, (vF) continue in full force and effect the Insurance Policies, (G) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply practice in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or as set forth on Section 6.1 of the Company Disclosure Schedule, between the date of this Agreement and the Closing, the Company shall notrespects, and shall cause each (H) upon reasonable advance written notice, confer with the Buyer concerning operational matters of a material nature and otherwise report periodically to the Buyer concerning the status of its Significant Subsidiaries not tobusiness, do any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayed:operations and finances.

Conduct of Business Pending the Closing. The Company covenants Parent and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing (A) unless the Investors otherwise agree in writing, (B) except as set forth in Section 6.1 of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company shallVectron shall use commercially reasonable efforts to, and shall cause each of its Significant Subsidiaries the Equity Seller, the Acquired Company and, with respect to the Acquired Assets, the Asset Sellers, to use commercially reasonable efforts to, (i) conduct its business only operate and carry on the Acquired Business in the ordinary course and consistent with past practice; , (ii) use reasonable best efforts to preserve the present operations and maintain its assets goodwill of the Acquired Business and properties and its the commercial relationships with its customers, key Persons with whom it does business (including customers and suppliers, advertisers, distributors, agents, officers ) and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all the Acquired Assets and the assets of the material assets it owns Acquired Company in the ordinary course of business. Notwithstanding the foregoing, except as set forth on Schedule 4.2, as expressly required by this Agreement or uses with prior written consent from Buyer (which Buyer agrees shall not be unreasonably withheld, conditioned or delayed), Vectron shall not, and shall cause the Acquired Company or the Equity Seller or the Asset Sellers with respect to the Acquired Assets not to: (a) incur, assume or guarantee any Indebtedness other than through intercompany borrowings from Vectron or an Affiliate of Vectron in the ordinary course of business consistent (which shall be addressed in Section 4.6), or grant any Lien (other than Permitted Liens or Permitted Real Property Exceptions) with past practice; (iv) use its reasonable best efforts respect to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in Acquired Assets or the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement assets or as set forth on Section 6.1 equity of the Company Disclosure Schedule, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayed:Acquired Company;

Conduct of Business Pending the Closing. The Company covenants and agrees that, during the period from From the date of this Agreement and continuing until the earlier Closing Date, except with the written consent of the termination of this Agreement Purchaser (such consent not to be unreasonably withheld, conditioned or the Closing (A) unless the Investors otherwise agree in writing, (B) except as set forth in Section 6.1 of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(idelayed), (ii) or (iii) of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company Seller shall, and shall cause each of its Significant Subsidiaries the Company to, (i) conduct its business only operate the Business in the ordinary course and consistent Ordinary Course of Business. Consistent with past practice; (ii) the foregoing, Seller shall use reasonable best efforts to preserve cause the Company to keep and maintain its the assets of the Company in good operating condition and properties repair and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) to use its reasonable best efforts consistent with good business practice to maintain all the business organization of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use its reasonable best efforts Company intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors, and ongoing operations others having business relations with the Company; provided, however, that none of its businessthe following actions shall require the prior written consent of Purchaser: (i) payment of or accrual for Permitted Distributions; (vii) maintain its books and records in payment of the usualChange of Control Bonuses, regular and ordinary manneror entry into or the modification of agreements with respect to the Change of Control Bonuses, on a basis consistent with past practiceprovided, however, that no entry into or modifications of such agreements can be made that require payment after the Closing Date; (iii) payment of Transaction Expenses prior to the Closing as would otherwise be required pursuant to Section 1.6(d); and (viiv) comply incurrence of any intercompany Indebtedness required to be eliminated on the Financial Statements in all material respects accordance with applicable LawsGAAP. Notwithstanding Seller and the foregoing and Company shall use commercially reasonable efforts to not take any action that would, or that reasonably would be expected to, result in any of the conditions to Closing set forth in ARTICLE VII not being satisfied. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as set forth on Section 6.1 of Schedule 5.2 or to the Company Disclosure Scheduleextent Purchaser otherwise Consents in writing (such Consent not to be unreasonably withheld, between the date of this Agreement and conditioned or delayed), prior to the Closing, the Company Seller shall not, and shall cause each of its Significant Subsidiaries the Company not to, do any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayed:

Conduct of Business Pending the Closing. The Company covenants and agrees that, during Conduct of Business Pending the period from Closing .From the date of this Agreement and continuing hereof until the earlier of the termination of this Agreement or the Closing (A) unless the Investors otherwise agree in writing, (B) except as set forth in Section 6.1 of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or as set forth on Section 6.1 of the Company Disclosure Schedule, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without except with the prior written consent of the InvestorsBuyer or as otherwise expressly permitted or required by this Agreement, which the Sellers shall cause each of the Mandara Entities to: carry on its business in substantially the same manner as it has heretofore and not introduce any new method of management, operation or accounting (except as required by GAAP or any applicable Law or Order); comply with the terms and conditions of, and not cancel, its present insurance policies; use its commercially reasonable efforts to (A) maintain and preserve its business organization intact, and (B) retain the services of its present employees; comply with all applicable Governmental Requirements and provide notice to Buyer of any governmental inquiry, notice or investigation; and maintain the instruments and agreements governing its outstanding Indebtedness and leases on their present terms and not incur new Indebtedness or enter into new lease instruments or agreements, except for endorsement of the promissory notes evidencing the Seller Loans. From the date hereof until the Closing, except with the prior written consent of the Buyer or as otherwise expressly permitted or required by this Agreement, the Sellers shall ensure that none of the Mandara Entities will: make any change in its Charter Documents; issue any additional Equity Interests or issue or otherwise create any options, warrants or rights to acquire any of its Equity Interests; make any Restricted Payment (other than cash distributions to the shareholders of the Company that are made in accordance with Section 1.4(e) and that that do not be unreasonably withheld result in the consolidated cash balance of the Company being less than the Target Cash Balance Amount); increase or delayed:agree to increase the compensation payable to any member of its Board of Directors, or any officers, directors, managers, consultants or employees except for increases in the ordinary course consistent with past practice; make any investments (other than short-term certificates of deposit of a commercial bank or trust company) in the Equity Interests (or options, warrants or rights to acquire the Equity Interests) or Indebtedness of any Person; enter into any contract to incur, or otherwise agree to incur any liability or make any capital payment or expenditure of any kind in excess of $50,000, other than in the ordinary course of its business and consistent with its past practice;

Conduct of Business Pending the Closing. The Company covenants 7.2.1 From and agrees that, during after the period from the date of this Agreement Effective Date and continuing until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 6.3 (such period, the “Interim Period”) and unless Buyer shall otherwise consent or the Closing (A) unless the Investors otherwise agree in writing, Seller covenants and agrees to (Bin accordance with and subject to the Development Management Agreement, including Buyer’s obligation to pay for the “Seller Support Costs” as defined in the Development Management Agreement): (a) except as set forth use commercially reasonably efforts to not take any action that could reasonably impair the development of and maintenance the Project, (b) use commercially reasonable efforts to protect the Project and maintain the Project Assets in Section 6.1 good repair, (c) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; Prudent Industry Practices, (iid) use commercially reasonable best efforts to preserve and cause the Company to maintain its assets and properties and its relationships goodwill with its customers, suppliers, advertiserscontractors, distributorsGovernmental Authorities, agentsconsultants, officers advisors, any other counterparties to Project Contracts, and employees any other participants in the Project, (e) provide Buyer prompt notice of any material communication, document or information, and promptly deliver to Buyer any material communications, notices or other persons documents or writings from any Person, in each case regarding the Project that is received by, or is in the possession of, Seller or the Company and (f) otherwise reasonably cooperate with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all and support Buyer in the development of the Project and supply as promptly as practicable Buyer with any additional information or documentary material assets it owns that is in Seller’s possession, and, at Xxxxx’s reasonable request, promptly execute such documents, that may be necessary or uses helpful to the Project. Buyer agrees that, except for Seller’s refusal or failure to make any introductions requested by Xxxxx to any counterparties to Project Contracts, Governmental Authorities, or other material participants in the ordinary course Project within a reasonable period of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usualtime after Xxxxx’s written request, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or as set forth on Section 6.1 of the Company Disclosure Schedule, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the Investors, which consent Seller shall not be unreasonably withheld in default of its obligation to provide cooperation and support pursuant to this Section 7.2.1 or delayed:pursuant to the Development Management Agreement unless Seller fails to provide the requested cooperation and support within a reasonable period of time after Xxxxx’s written request for same pursuant to this Section

Conduct of Business Pending the Closing. The Each of the Company covenants and Nasco (each a "Party" and collectively the "Parties" for purposes of this Section 5.01) agrees that, during the period from between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing (A) unless the Investors otherwise agree in writingEffective Time, (B) except as set forth in Section 6.1 5.01 of the Company Disclosure Schedule or (C) except for those actions specifically set forth as contemplated by any other provision of this Agreement, unless the other Party shall consent in Sections 2.06(i)writing, which consent shall not be unreasonably withheld or delayed, (ii1) or (iii) the businesses of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by Parties and the Company or its Significant Subsidiaries without and the approval of a majority of Nasco Subsidiaries (the directors to "Party Subsidiaries") shall be appointed by the Investors to the Board of Directors, the Company shallconducted only in, and the Parties and the Party Subsidiaries shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all of the material assets it owns or uses not take any action except in the ordinary course of business consistent with past practice; practice and (iv2) each Party shall use its reasonable best efforts to keep available the services of such of the current officers, significant employees and consultants of the Parties and the Party Subsidiaries and to preserve the goodwill current relationships of the Parties and ongoing operations the Party Subsidiaries with such of the customers, suppliers and other persons with which the Parties or any Party Subsidiary has significant business relations in order to preserve substantially intact its business; (v) maintain its books business organization. By way of amplification and records in the usualnot limitation, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or as set forth on in Section 6.1 5.01 of the Company Disclosure ScheduleSchedule or as contemplated by any other provision of this Agreement, each Party shall not, and shall neither cause nor permit any of the Party Subsidiaries or any of its affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) to, between the date of this Agreement and the ClosingEffective Time, the Company shall notdirectly or indirectly, and shall cause each of its Significant Subsidiaries not todo, do or agree to do, any of the following following, without the prior written consent of the Investorsother Party, which consent shall not be unreasonably withheld or delayed:

Conduct of Business Pending the Closing. The Company covenants 7.2.1 From and agrees that, during after the period from the date of this Agreement Effective Date and continuing until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 6.3 (such period, the “Interim Period”) and unless Buyer shall otherwise consent or the Closing (A) unless the Investors otherwise agree in writing, Seller covenants and agrees to (Bin accordance with and subject to the Development Management Agreement, including Buyer’s obligation to pay for the “Seller Support Costs” as defined in the Development Management Agreement): (a) except as set forth use commercially reasonably efforts to not take any action that could reasonably impair the development of and maintenance the Project, (b) use commercially reasonable efforts to protect the Project and maintain the Project Assets in Section 6.1 good repair, (c) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; Prudent Industry Practices, (iid) use commercially reasonable best efforts to preserve and cause the Company to maintain its assets and properties and its relationships goodwill with its customers, suppliers, advertiserscontractors, distributorsGovernmental Authorities, agentsconsultants, officers advisors, any other counterparties to Project Contracts, and employees any other participants in the Project, (e) provide Buyer prompt notice of any material communication, document or information, and promptly deliver to Buyer any material communications, notices or other persons documents or writings from any Person, in each case regarding the Project that is received by, or is in the possession of, Seller or the Company and (f) otherwise reasonably cooperate with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all and support Buyer in the development of the Project and supply as promptly as practicable Buyer with any additional information or documentary material assets it owns that is in Seller’s possession, and, at Buyer’s reasonable request, promptly execute such documents, that may be necessary or uses helpful to the Project. Buyer agrees that, except for Seller’s refusal or failure to make any introductions requested by Buyer to any counterparties to Project Contracts, Governmental Authorities, or other material participants in the ordinary course Project within a reasonable period of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usualtime after Buyer’s written request, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or as set forth on Section 6.1 of the Company Disclosure Schedule, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the Investors, which consent Seller shall not be unreasonably withheld in default of its obligation to provide cooperation and support pursuant to this Section 7.2.1 or delayed:pursuant to the Development Management Agreement unless Seller fails to provide the requested cooperation and support within a reasonable period of time after Buyer’s written request for same pursuant to this Section