Common use of Conduct of Business Clause in Contracts

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:

Conduct of Business. During the period from the date of this Agreement and continuing hereof to the Closing (and, following the Closing, with respect to any Disputed MCE System that is not a Buyer Managed MCE System, until the earlier expiration of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeMCE Period), except (i) as required otherwise expressly contemplated by this Agreement, as set forth on Schedule 5.2 of the Seller Disclosure Schedule or as Buyer otherwise agrees in writing in advance, Seller shall (iix) conduct, and shall cause its Affiliates to conduct, each Specified Business in the case of the Company as provided in Article IV of the Company Schedules Ordinary Course and in the case of Parent as provided in Article IV of the Parent Schedulesaccordance with applicable material Laws (including, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts Section 5.2(s), completing line extensions, placing conduit or taxescable in new developments, to pay or perform other material obligations when due subject to good faith disputes over such obligationsfulfilling installation requests and work on existing and planned construction projects), and (y) use its commercially reasonable efforts consistent with past practices and policies to preserve intact each Specified Business and its present business organization, keep available the services of relationship with its present officers and employees and preserve its relationships with customers, suppliers, distributorscreditors and employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business) and (z) use its commercially reasonable efforts to perform and honor all of its post-petition obligations under any Contract as they become due and otherwise discharge and satisfy all Liabilities thereunder as and when they become due. During the period from the date hereof to the Closing (and, licensorsfollowing the Closing, licensees and others with which it has business dealings. In additionrespect to any Disputed MCE System that is not a Buyer Managed MCE System, until the expiration of the MCE Period), except as otherwise contemplated by this Agreement or any Ancillary Agreement or as Buyer shall otherwise consent (iprovided, that Buyer shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Seller’s written request for such response) or as set forth in the case applicable sections of Schedule 5.2 of the Company as provided in Article IV of the Company SchedulesSeller Disclosure Schedule, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingSeller shall, and neither the Company nor Parent shall permit cause each of its subsidiaries Affiliates to, with respect to do any of the followingeach Specified Business:

Conduct of Business. During the period from the date of this ------------------- Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Target (which for the purposes of this Article IV shall include the Company Target and each of its subsidiaries) and Parent Acquiror (which for the purposes of this Article IV shall include Parent Acquiror and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company Target as provided in Article IV of the Company Target Schedules and in the case of Parent Acquiror as provided in Article IV of the Parent Acquiror Schedules, or (iiiii) to the extent that the other party of them shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and to use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In addition, each of Target and Acquiror will promptly notify the other of any material event involving its business or operations, except (i) where prohibited by applicable law or contracts existing as of the date of this Agreement; provided that Target or Acquiror, as the case may be, shall -------- use its best efforts to have such prohibition removed promptly following such material event. In addition, except as permitted by the terms of this Agreement and except in the case of the Company Target as provided in Article IV of the Company Target Schedules, (ii) and except in the case of Parent Acquiror as provided in Article IV of the Parent Acquiror Schedules, or (iii) as required by this Agreement, without the prior written consent of the other (which consent shall will not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the otherwithheld), neither the Company Target nor Parent Acquiror shall do any of the following, and neither the Company Target nor Parent Acquiror shall permit its subsidiaries to do any of the following:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Individual (which for the purposes of this Article IV 4 shall include the Company Individual and each of its subsidiaries) and Parent Desktop (which for the purposes of this Article IV 4 shall include Parent Desktop and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company Individual as provided in Article IV 4 of the Company Schedules Individual Disclosure Schedule and in the case of Parent Desktop as provided in Article IV 4 of the Parent SchedulesDesktop Disclosure Schedule, or (iiiii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsconducted, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In furtherance of the foregoing and subject to applicable law, Individual and Desktop agree to confer, as promptly as practicable, prior to taking any material actions or making any material management decisions with respect to the conduct of business. In particular, but without limiting the applicability of the foregoing sentence, Desktop and Individual shall use all reasonable efforts, within 30 days after the date hereof, to agree on (i) mutual capital expenditure budgets covering the period prior to the Effective Date and (ii) an employee retention plan which will include provision for severance for any employees whose jobs may be terminated as a result of the Merger. In addition, except (i) in the case of the Company Individual as provided in Article IV 4 of the Company Schedules, (ii) Individual Disclosure Schedule and in the case of Parent Desktop as provided in Article IV 4 of the Parent Schedules, or (iii) as required by this AgreementDesktop Disclosure Schedule, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company Individual nor Parent Desktop shall do any of the following, and neither the Company Individual nor Parent Desktop shall permit its subsidiaries to do any of the following:

Conduct of Business. During (a) The Company shall, and the period from Company shall cause each of the date of Subsidiaries to, except as otherwise expressly contemplated by this Agreement and continuing until the earlier of the termination of this Agreement pursuant or as specifically consented to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required in writing by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on delayed), from and after the business date of Parent or Companythis Agreement until the Closing Date, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with use all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizationorganization intact, keep available the services of its present officers and employees and employees, preserve its present relationships with customersPersons having business dealings with such Company or Subsidiary, suppliersoperate its business in the ordinary and regular course consistent with its prior practices (including the payment of trade payables and the collection of accounts receivables), distributorsmaintain its books and records in accordance with good business practice, licensorson a basis consistent with prior practice and in accordance with GAAP, licensees and others with maintain all Insurance, certificates and Licenses and Permits necessary for the conduct of its business, as currently conducted and as proposed by the Company to be conducted; provided, however, that nothing in this Section 6.1 shall require the Company or any of its Subsidiaries to make any payment or incur any obligation which it has business dealings. In addition, except (i) is not in the case ordinary course of the Company as provided in Article IV of the Company Schedules, business or (ii) is inconsistent with its existing policies and practices or this Agreement. (b) During the period from and after the date of this Agreement until the Closing Date, except as otherwise expressly contemplated by this Agreement or set forth in Schedule 6.1 annexed hereto or as otherwise consented to by the case of Parent as provided in Article IV writing, the Company shall not, and the Company shall cause each of the Parent SchedulesSubsidiaries not to: (i) declare, set aside or pay any dividend or other distribution in respect of its capital stock or redeem, purchase or acquire any shares of its capital stock (other than cashless exercises of stock options by employees or directors); (ii) issue any of its capital stock, stock options or rights requiring it to sell or issue any of its capital stock or securities, except for the issuance of Shares upon exercise of outstanding options or stock purchase rights under the Option Plans and the Stock Purchase Plan; (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:amend A-24

Conduct of Business. During Except as otherwise (v) required by Law, (w) disclosed in the Attached Disclosure Statement, but only to the extent that the relevance of such disclosure to these covenants is reasonably apparent on its face, (x) required by this Agreement or the Plan, (y) necessary to implement the VIHI Restructuring or (z) consented to in writing by Requisite Investors (such consent not to be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until to the earlier of the termination Effective Date and the date on which this Agreement is terminated in accordance with its terms (the “Pre-Closing Period”) (except as otherwise expressly provided or permitted by the terms of this Agreement pursuant to its terms or Agreement, including the Effective TimeDisclosure Letter), the Company (which for the purposes of this Article IV and its Subsidiaries shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary use their respective commercially reasonable best efforts to carry on the business of Parent or Company, as applicable, their businesses in the usual, regular and ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, course in substantially the same manner as heretofore conducted and in compliance at the date of this Agreement, but only to the extent consistent with all applicable laws and regulationsthe Business Plan, and, to pay its debts and taxes when due subject to good faith disputes over such debts or taxesthe extent consistent therewith, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present their current business organizationorganizations, (ii) keep available the services of its present their current officers and employees and (iii) preserve its their relationships with material customers, suppliers, distributors, licensors, licensees distributors and others having material business dealings with which it has business dealingsthe Company or its Subsidiaries or Joint Ventures, in each case consistent with past practice as conducted prior to the date of this Agreement. In additionWithout limiting the generality of the foregoing, except (i) as set forth in the case of the Company Disclosure Letter, as otherwise expressly provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required permitted by this Agreement, or as otherwise required by Law (including, for the avoidance of doubt, any Law relating to fiduciary duties), during the Pre-Closing Period, the Company shall not, and shall cause its Subsidiaries not to, without the prior written consent of Requisite Investors (which consent shall not to be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:conditioned):

Conduct of Business. During the period from (a) From the date of this Agreement and continuing until hereof through the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing Date (the “Pre-Closing Period”), except as permitted by this Agreement or as set forth on Section 6.1(a) to the Company Disclosure Letter, the Company (which for shall, and the purposes of this Article IV Seller shall include cause the Company to, conduct its business only in the Ordinary Course; provided, however, notwithstanding anything in this Agreement to the contrary, to the extent permitted by applicable Law, the Company shall be permitted to distribute Cash and each Cash Equivalents to Seller prior to the Closing Date unless Seller reasonably determines, in good faith, that such distribution would result in an Estimated Working Capital Deficit as of its subsidiaries) and Parent (which for the purposes Closing Date. Without limiting the generality of this Article IV shall include Parent and each of its subsidiaries) agreethe foregoing, during the Pre-Closing Period, except as permitted by this Agreement or as set forth on Section 6.1(a) to the Company Disclosure Letter, the Company shall (i) as required by this Agreementmaintain its existence in good standing, (ii) maintain the general character of its business and conduct its business in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesa commercially reasonable manner, or (iii) maintain proper business and accounting records relative to the extent that the other party shall otherwise consent its business, (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummatediv) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributorsinvestors and insurers, licensors(v) use commercially reasonable efforts to maintain its assets in good condition and repair, licensees ordinary wear and others tear excepted, and (vi) maintain presently existing insurance coverage with which it has business dealingsrespect to its business. In additionWithout limiting the generality of the foregoing, during the Pre-Closing Period, except (ias permitted by this Agreement or as set forth on Section 6.1(a) in the case of to the Company as provided in Article IV of Disclosure Letter, the Company Schedulesshall not, (ii) in and the case of Parent as provided in Article IV of Seller shall cause the Parent Schedules, or (iii) as required by this AgreementCompany not to, without the prior written consent of Parent (which consent shall not to be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummatedconditioned) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:

Conduct of Business. During (a) Seller agrees that, during the period from the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this in accordance with Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeVII, except as (i) required by applicable Law, including as required by this Agreementany formal guidance, proclamations or directives issued by any Governmental Entity in response to a Contagion Event, (ii) set forth in the case Section 5.1(a) of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesSeller Disclosure Letter, or (iii) expressly contemplated by this Agreement or necessary to complete the extent that transactions contemplated hereby or by the other party shall otherwise consent Ancillary Agreements or (iv) consented to by Buyer in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned), (A) Seller shall conduct, and shall cause the Acquired Companies and Asset Sellers to actions that would be reasonably necessary to carry on conduct, the FSS Business and the business of Parent or Company, as applicable, the Acquired Companies in the ordinary coursecourse of business consistent with past practice, as a standalone entity if (B) to the Merger were not consummated) in writingextent consistent with clause (A), to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve substantially intact the FSS Business and maintain its present existing relations and goodwill with policyholders, contractholders, beneficiaries, customers, Insurance Producers, Mutual Fund Organizations, reinsurers, Governmental Entities, employees and others having business organizationrelations with the FSS Business and (C) Seller shall not, keep available the services and shall cause its applicable Affiliates not to (it being understood that no act or omission by Seller or any of its present officers and employees and preserve its relationships Affiliates with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except respect to the matters specifically addressed by any provision of this clause (iC) in the case shall be deemed to be a breach of the Company as provided in Article IV of the Company Schedules, clause (iiA) in the case of Parent as provided in Article IV of the Parent Schedules, or clause (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:B)):

Conduct of Business. During the period from (a) From the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or and the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as prohibited or required by this AgreementApplicable Law (including any COVID-19 Measures), (ii) as set forth in the case Section 5.01(a) of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV Disclosure Letter or Section 5.01(a) of the Parent SchedulesDisclosure Letter (as applicable), or (iii) to as otherwise required or expressly contemplated by this Agreement or (iv) with the extent that prior written consent of the other party shall otherwise consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard delayed), each of the Company and Parent shall, and shall cause each of its Subsidiaries to, (A) use reasonable best efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course of business consistent with past practices and policies practice, (B) use its reasonable best efforts to preserve intact its present business organizationorganization and material business relationships (including with its suppliers, customers and Governmental Entities) and keep available the services of its present current officers and employees key employees, (C) use its reasonable best efforts to keep in effect all material insurance policies in coverage amounts substantially similar to those in effect on the date of this Agreement, and preserve (D) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of the Company or Parent to perform its relationships covenants and agreements under this Agreement or to consummate the transactions contemplated hereby; provided, however, that no action or failure to take action with customersrespect to matters specifically addressed by any of the provisions of Section 5.01(b), supplierswith respect to the Company, distributorsor Section 5.01(c) with respect to Parent, licensorsshall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of such Section; provided, licensees and others with which it has business dealings. In additionfurther, except (i) however, in the case of clause (i), the Company or any of its Subsidiaries may, in connection with COVID-19 or any COVID-19 Measures, take such actions as provided in Article IV are reasonably necessary or advisable and, where applicable, consistent with past practice to (1) protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company Schedulesor any of its Subsidiaries or (2) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures; provided that for purposes of the immediately preceding proviso (other than clause (1) thereof), subject to prior consultation with Parent (ii) in or if prior consultation is not reasonably practicable, so long as the case Company promptly notifies Parent of such actions and considers the reasonable requests of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard respect to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:such acts).

Conduct of Business. During (a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a) of the MLP Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any MLP Material Contract in effect as of the date of this Agreement (including the MLP Partnership Agreement) or (v) as agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV MLP shall, and shall include the Company and cause each of its subsidiariesSubsidiaries and the MLP Joint Ventures to, (A) conduct its business in the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and Parent (which for preserve intact its business organization and the purposes goodwill of this Article IV shall include Parent those having business relationships with it and each retain the services of its subsidiariespresent officers and key employees, (C) agreeuse commercially reasonable efforts to keep in full force and effect all material insurance policies maintained by MLP, its Subsidiaries and the MLP Joint Ventures, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all MLP Material Contracts. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 5.2(a) of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesMLP Disclosure Schedule, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by applicable Law, (iv) as required by any MLP Material Contract in effect as of the date of this Agreement (including the MLP Partnership Agreement) or (iv) as agreed in writing by Parent (in the case of clauses (iii), without (iv), (v), (vi), (vii), (viii), (xii), (xiii), (xiv) and (xv) below (but, with respect to (xv), only to the prior written consent (which extent applicable to the other clauses designated in this Section 5.2(a)(iv)), such consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned), during the period from the date of this Agreement to actions that would be reasonably necessary carry on the business of Parent or CompanyEffective Time, as applicableMLP shall not, in the ordinary course, as a standalone entity if the Merger were and shall not consummated) of the other, neither the Company nor Parent shall do permit any of its Subsidiaries and the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingMLP Joint Ventures to:

Conduct of Business. During (a) Except (i) as required by applicable Law or Judgment, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) to the extent reasonably undertaken in connection with any COVID-19 Measures, (iv) subject to Section 5.01(b)(xxi) and solely to the extent and for so long as the Company’s Cash on Hand (including, for the avoidance of doubt, any amounts held pursuant to escrow arrangements or in the Segregated Account) shall be less than an amount equal to the then in effect Minimum Cash Amount plus $500,000, in connection with any preparatory work required for seeking relief under the United States Bankruptcy Code, solely to the extent the Special Committee has determined in good faith, after consultation with, and taking into account the advice of, its financial advisor and outside legal counsel, that the failure to conduct such preparatory work would be inconsistent with the directors’ fiduciary duties under applicable Laws, and which preparatory work shall take into account any such previously prepared preparatory work in order to minimize cost (“Bankruptcy Preparatory Work”) or (v) as described in Schedule 5.01(a) of the Company Disclosure Letter, in each case, during the period from the date of this Agreement and continuing until the Effective Time (or such earlier of the termination of date on which this Agreement is validly terminated pursuant to its terms Section 7.01), unless Parent otherwise expressly consents in writing (such consent not to be unreasonably withheld, conditioned or the Effective Timedelayed), the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) Subsidiaries to, use its and Parent their commercially reasonable efforts (which for taking into consideration the purposes of this Article IV shall include Parent financial condition and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case cash runway of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iiiCompany) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummatedx) in writing, to carry on its business in all material respects in the ordinary course, in substantially the same manner as heretofore conducted course of business and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to (y) preserve intact in all material respects its present business organization, keep available the services and each of its present officers Subsidiaries’ business organizations and employees and preserve its relationships existing relations with key customers, suppliers, distributors, licensors, licensees suppliers and others other Persons with which it has whom the Company or its Subsidiaries have significant business dealings. In addition, except (i) in relationships and the case goodwill and reputation of the Company’s and its Subsidiaries’ respective businesses; provided, however, that no action by the Company as provided in Article IV or its Subsidiaries with respect to the matters specifically addressed by any provision of Section 5.01(b) shall be deemed a breach of this Section 5.01(a) unless such action would constitute a breach of Section 5.01(b); provided, further, that any effect resulting from the Company’s public announcement of its consideration of a potential filing of a voluntary petition for relief under Chapter 7 of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent United States Bankruptcy Code shall not be unreasonably withheld deemed to constitute, or delayed with regard to actions that would be reasonably necessary carry on the business taken into account in determining whether there has been, a breach of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:this Section 5.01(a).

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this Agreement, (ii) in the case required by applicable Law, set forth on Section 7.01 of the Company as provided Disclosure Letter or consented to in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing by Acquiror (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companydenied), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated(i) in writing, to carry on operate its business in the ordinary course of business (provided that any action taken, or omitted to be taken that relates to, or arises out of, COVID-19 or COVID-19 Measures shall be deemed to be in the ordinary course, in substantially the same manner as heretofore conducted ) and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts to (a) continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses and establish reserves for uncollectible accounts in accordance with past custom and practice, and (b) generally seek to enhance or maintain consistent with the Company’s past practices practice assets, properties, goodwill and policies to preserve intact its present business organization, keep available the services relationships of its present officers and employees and preserve its relationships with customerscarriers, suppliers, distributorsvendors and customers, licensorsin each case, licensees having business relationships with the Company or any of its Subsidiaries that are material to the Company and others with which it has business dealingsits Subsidiaries, taken as a whole. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedulesrequired by Law, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without as set forth on Section 7.01 of the prior written consent Company Disclosure Letter or as consented to in writing by Acquiror (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companydenied, as applicableexcept, in the ordinary coursecase of clause (a) and (b) below, as a standalone entity if the Merger were not consummated) of the otherto which Acquiror’s consent may be granted or withheld in its sole discretion), neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period:

Conduct of Business. During the period from (a) From and after the date of this Agreement and continuing hereof until the earlier of the termination of Effective Time or the date, if any, on which this Agreement is terminated pursuant to its terms or Section 7.1 (the Effective Time“Termination Date”), the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as may be required by this Agreementapplicable Law, (ii) with the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed), (iii) as may be expressly contemplated or required by this Agreement or the OpCo Spin-Off Agreements or (iv) as set forth in Section 5.1(a) of the Company Disclosure Letter, the Company covenants and agrees that it shall use commercially reasonable efforts to conduct the business of the Company and its Subsidiaries in all material respects in the ordinary course of business, and shall use commercially reasonable efforts to preserve intact their present lines of business, maintain their rights, franchises and Company Permits; provided that the Company and its Subsidiaries shall be restricted pursuant to Section 5.1(a) or Section 5.1(b) with respect to the OpCo Business, OpCo Assets or OpCo Liabilities solely to the extent that an action set forth below taken (in the case of the Company as provided in Article IV of the Company Schedules and negative covenants) or not taken (in the case of affirmative covenants) by the Company or its Subsidiaries with respect to the OpCo Business, OpCo Assets or OpCo Liabilities would reasonably be expected to adversely affect PropCo or the Pinnacle Business (as such term is defined in the Separation and Distribution Agreement) or Parent as provided the owner and operator thereof following the Effective Time, in Article IV each case in any material respect, or would reasonably be expected to prevent, impede or materially delay the consummation of the Parent Schedulestransactions contemplated by this Agreement or the OpCo Spin-Off Agreements; provided, or (iii) to the extent further, that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of no action by the Company as provided in Article IV or its Subsidiaries with respect to matters specifically addressed by any provision of the Company Schedules, (iiSection 5.1(b) in the case shall be deemed a breach of Parent as provided in Article IV this sentence unless such action would constitute a breach of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:such other provision.

Conduct of Business. During (a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a) of the ETP Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any ETP Material Contract in effect as of the date of this Agreement (including the ETP Partnership Agreement) or (v) as agreed in writing by SXL (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV ETP shall, and shall include the Company and cause each of its subsidiaries) Subsidiaries and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this AgreementETP Joint Ventures to, (iiA) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct its business in the ordinary coursecourse of business consistent with past practice, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (B) use its commercially reasonable efforts consistent with past practices to maintain and policies to preserve intact its present business organization, keep available organization and the goodwill of those having business relationships with it and retain the services of its present officers and employees key employees, (C) use commercially reasonable efforts to keep in full force and preserve effect all material ETP Permits and all material insurance policies maintained by ETP, its relationships Subsidiaries and the ETP Joint Ventures, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with customers, suppliers, distributors, licensors, licensees all applicable Laws and others with which it has business dealingsthe requirements of all ETP Material Contracts. In additionWithout limiting the generality of the foregoing, except (i1) as expressly permitted by this Agreement, (2) as set forth in the corresponding provision of Section 5.2(a) of the ETP Disclosure Schedule, (3) as required by applicable Law, (4) as required by any ETP Material Contract in effect as of the date of this Agreement (including the ETP Partnership Agreement) or (5) as agreed in writing by SXL (in the case of the Company as provided in Article IV of the Company Schedulesclauses (iii), (iiiv), (v), (vi), (vii), (xi), (xii), (xiii) and (xv) below (but, with respect to (xv), only to the extent applicable to the other clauses designated in the case of Parent as provided in Article IV of the Parent Schedulesthis Section 5.2(a)(v), or (iii) as required by this Agreement, without the prior written consent (which such consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned)), during the period from the date of this Agreement to actions that would be reasonably necessary carry on the business of Parent or CompanyEffective Time, as applicableETP shall not, in the ordinary course, as a standalone entity if the Merger were and shall not consummated) of the other, neither the Company nor Parent shall do permit any of its Subsidiaries and the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingETP Joint Ventures to:

Conduct of Business. During the period from From the date of this Agreement and continuing until through the earlier of the Closing or valid termination of this Agreement pursuant to its terms or Article X (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this AgreementAgreement or the Ancillary Agreements, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesrequired by Law (including Pandemic Measures), or (iii) as consented to the extent that the other party shall otherwise consent by OmniLit in writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on denied), operate the business of Parent or Company, as applicable, the Company in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance course consistent with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, past practice and use its commercially reasonable efforts consistent with past practices and policies to (A) preserve intact the current business organization and ongoing businesses of the Company and its present Subsidiaries, (B) maintain the existing material business organizationrelations of the Company and its Subsidiaries, and (C) keep available the services of its their present officers and employees other key employees; provided, that, notwithstanding anything to the contrary in this Agreement, the Company and preserve its relationships Subsidiaries may take any Pandemic Response Measures; provided further, that the Company shall, to the extent practicable, inform OmniLit of any such actions prior to the taking thereof and shall consider in good faith any suggestions or modifications from OmniLit with customers, suppliers, distributors, licensors, licensees and others with which it has business dealingsrespect thereto. In additionWithout limiting the generality of the foregoing, except (i) in the case as set forth on Section 6.1 of the Company Disclosure Letter or as provided consented to by OmniLit in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummateddenied) of the other, neither the Company nor Parent shall do any of the followingnot, and neither shall cause its Subsidiaries not to, except as required by this Agreement or the Company nor Parent shall permit its subsidiaries to do Ancillary Agreements or required by Law (including Pandemic Measures) or in connection with any of the followingPandemic Response Measures:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing Date and the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company shall, and shall cause its Subsidiaries to (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeor, except (i) as required by this Agreement, (ii) in the case of the Company as provided JV, shall use its reasonable best efforts through its participation in Article IV the management and control of the Company Schedules JV and exercise of its rights under the JV Agreement to cause the JV to), except as expressly contemplated by this Agreement or as consented to by Acquiror in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), (i) use commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course consistent with past practices and policies practice, to preserve intact its the goodwill and present business organizationrelationships (contractual or otherwise) with all customers, suppliers and others having material business relationships with it and to keep available the services of its present current officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses, establish reserves for uncollectible accounts and manage inventory in accordance with past custom and practice. Without limiting the case of Parent as provided in Article IV generality of the Parent Schedulesforegoing, except as set forth on Schedule 6.01 or (iii) as required consented to by this Agreement, without the prior written consent Acquiror in writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), the Company shall not, and the Company shall cause its Subsidiaries not to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable(or, in the ordinary course, as a standalone entity if the Merger were not consummated) case of the otherJV, neither shall use its reasonable best efforts through its participation in the Company nor Parent shall do any management and control of the followingJV and exercise of its rights under the JV Agreement to cause the JV not to), and neither during the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period, except as otherwise contemplated by this Agreement:

Conduct of Business. (a) During the period from commencing on the date of this Agreement hereof and continuing until ending on the earlier Offer Closing Date, except as set forth in Section 4.1(a) of the termination of this Agreement pursuant to its terms or the Effective TimeCompany Disclosure Letter, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by applicable Law or as otherwise expressly permitted or required pursuant to this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of unless Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on provides its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary carry on delayed), the business of Parent or CompanyCompany shall, as applicableand shall cause its Subsidiaries to, (x) conduct its operations in the ordinary coursecourse consistent with past practice and, to the extent consistent therewith, (y) use its reasonable best efforts to (A) maintain and preserve its business organization and its material rights and franchises, (B) retain the services of its senior management and key employees and (C) maintain relationships with customers, suppliers, lessees, licensees and other third parties having significant business relationships with it, to the end that their goodwill and ongoing business shall not be impaired in any material respect (it being understood that any impairment of such goodwill and ongoing business shall not be a breach of this sentence so long as a standalone entity if the Merger were not consummatedCompany and its Subsidiaries shall have complied with their respective obligations to use reasonable best efforts as provided in this sentence). Without limiting the generality of the foregoing, during the period commencing on the date hereof and ending on the Offer Closing Date, except as set forth in Section 4.1(a) of the otherCompany Disclosure Letter, as required by applicable Law or as otherwise expressly permitted or required pursuant to this Agreement, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries shall:

Conduct of Business. During (a) Except (i) as expressly contemplated or expressly permitted by this Agreement, (ii) as required by applicable Law (including COVID-19 Measures) or (iii) as set forth in Section 5.1(a) of the Company Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier First Effective Time, unless Parent otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall use reasonable best efforts to conduct its business in all material respects in the Ordinary Course of Business and, to the extent not inconsistent with the foregoing, use reasonable best efforts to preserve substantially intact its present lines of business and preserve existing relationships with key customers, key suppliers, key employees and other Persons with whom the Company or its Subsidiaries have significant business relationships; provided, however, that no action or failure to take action with respect to matters specifically addressed by any of the termination provisions of the next sentence shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of the next sentence. In addition, without limiting the generality of the foregoing and subject to applicable Law, during the period from the date of this Agreement pursuant to its terms or until the First Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required expressly contemplated or expressly permitted by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, required by applicable Law or (iii) to as set forth in Section 5.1(a) of the extent that Company Disclosure Schedule, during the other party shall period from the date of this Agreement until the First Effective Time, unless Parent otherwise consent consents in advance in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companyconditioned), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were and shall not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeshall, except (i) as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, (ii) Agreement or as consented to by Acquiror in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard delayed), or as may be required by Law (including COVID-19 Measures), (i) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct and operate its business in the ordinary coursecourse consistent with past practice in all material respects, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present the current business organizationorganization and ongoing businesses of the Company, and maintain the existing relations and goodwill of the Company with customers, suppliers, distributors and creditors of the Company and (iii) use commercially reasonable efforts to keep available the services of its present officers and employees and preserve its relationships with customersofficers; provided, suppliersthat, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19, the Company may, in connection with COVID-19, take such actions in good faith as provided in Article IV are reasonably necessary (A) to protect the health and safety of the Company’s employees and other individuals having business dealings with the Company Schedulesor (B) to respond to third-party supply or service disruptions caused by COVID-19, including, but not limited to COVID-19 Measures, and any such actions taken (iior not taken) as a result of, in response to, or otherwise related to COVID-19 shall be deemed to be taken in the case “ordinary course of Parent business” for all purposes of this Section 6.01 and not be considered a breach of this Section 6.01; provided, further, that following any such suspension, to the extent that the Company took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, to resume conducting its business in the ordinary course of business consistent with past practice in all material respects as provided in Article IV soon as reasonably practicable. Without limiting the generality of the Parent Schedulesforegoing, or (iii) except as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, without the prior written consent Agreement or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would delayed), or as may be reasonably necessary carry on the business of Parent or Companyrequired by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of not during the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period:

Conduct of Business. During the period from the date of this Agreement and continuing hereof to the Closing (and, following the Closing, with respect to any Disputed MCE System that is not a Buyer Managed MCE System, until the earlier expiration of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeMCE Period), except (i) as required otherwise expressly contemplated by this Agreement, as set forth on Schedule 5.2 of the Seller Disclosure Schedule or as Buyer otherwise agrees in writing in advance, Seller shall (iix) conduct, and shall cause its Affiliates to conduct, each Specified Business in the case of the Company as provided in Article IV of the Company Schedules Ordinary Course and in the case of Parent as provided in Article IV of the Parent Schedulesaccordance with applicable material Laws (including, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts Section 5.2(s), completing line extensions, placing conduit or taxescable in new developments, to pay or perform other material obligations when due subject to good faith disputes over such obligationsfulfilling installation requests and work on existing and planned construction projects), and (y) use its commercially reasonable efforts consistent with past practices and policies to preserve intact each Specified Business and its present business organization, keep available the services of relationship with its present officers and employees and preserve its relationships with customers, suppliers, distributorscreditors and employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business) and (z) use its commercially reasonable efforts to perform and honor all of its post-petition obligations under any Contract as they become due and otherwise discharge and satisfy all Liabilities thereunder as and when they become due. During the period from the date hereof to the Closing (and, licensorsfollowing the Closing, licensees and others with which it has business dealings. In additionrespect to any Disputed MCE System that is not a Buyer Managed MCE System, until the expiration of the MCE Period), except as 91 otherwise contemplated by this Agreement or any Ancillary Agreement or as Buyer shall otherwise consent (iprovided, that Buyer shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Seller’s written request for such response) or as set forth in the case applicable sections of Schedule 5.2 of the Company as provided in Article IV of the Company SchedulesSeller Disclosure Schedule, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingSeller shall, and neither the Company nor Parent shall permit cause each of its subsidiaries Affiliates to, with respect to do any of the followingeach Specified Business:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company shall (which for the purposes of this Article IV and shall include the cause each other Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeGroup Member to), except (i) as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, (ii) Agreement or as consented to by Acquiror in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard delayed), or as may be required by Law (including COVID-19 Measures), (i) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct and operate its business in the ordinary coursecourse consistent with past practice in all material respects, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present the current business organizationorganization and ongoing businesses of the Company Group, and maintain the existing relations and goodwill of the Company Group with the Company Group’s customers, suppliers, distributors and creditors, as well as with the NRC and any analogous Governmental Authority outside of the United States and (iii) use commercially reasonable efforts to keep available the services of its the present officers and employees and preserve its relationships with customersof the Company Group; provided, suppliersthat, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of each of the preceding clauses (i)-(iii), the Company may, in connection with COVID-19, take such actions in good faith as provided in Article IV are reasonably necessary (A) to protect the health and safety of the Company SchedulesGroup’s employees and other individuals having business dealings with the Company Group or (B) to respond to third-party supply or service disruptions caused by COVID-19, including, but not limited to COVID-19 Measures, and any such actions taken (iior not taken) as a result of, in response to, or otherwise related to COVID-19 shall be deemed to be taken in the case “ordinary course of Parent business” for all purposes of this Section 6.01 and not be considered a breach of this Section 6.01; provided, further, that to the extent that any Company Group Member took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, such Company Group Member resumes conducting its business in the ordinary course of business consistent with past practice in all material respects as provided in Article IV soon as reasonably practicable. Without limiting the generality of the Parent Schedulesforegoing, or (iii) except as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, without the prior written consent Agreement or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would delayed), or as may be reasonably necessary carry on the business of Parent or Companyrequired by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of not (and shall cause each other Company Group Member not to) during the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period:

Conduct of Business. During (a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 6.2(a) of the Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in any Partnership Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) the Partnership, the General Partner and Parent (which for the purposes of this Article IV Managing GP shall, and shall include Parent and cause each of their respective Subsidiaries to, (A) conduct its subsidiariesbusiness in the ordinary course of business consistent with past practice, (B) agreeuse commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationship with it and retain the services of its present officers and key employees, (C) use commercially reasonable efforts to keep in full force and effect all material Partnership Permits and all material insurance policies maintained by the Partnership and its Subsidiaries, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Partnership Material Contracts. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 6.2(a) of the Company Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in Article IV any Partnership Material Contract in effect as of the Company Schedules and in date of this Agreement (including the case of Parent as provided in Article IV of the Parent Schedules, Partnership Agreement) or (iiiv) as consented to the extent that the other party shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on conditioned), during the business period from the date of Parent or Companythis Agreement until the Effective Time, as applicablethe Partnership, in the ordinary course, as a standalone entity if General Partner and the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsManaging GP shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingtheir respective Subsidiaries to:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except as (ia) expressly contemplated by this Agreement or the other Transaction Agreements, (b) required by applicable Law (including as required by this Agreementany COVID-19 Measures), (iic) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesset forth on Schedule 7.01, or (iiid) consented to the extent that the other party shall otherwise consent in writing by Buyer (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), (i) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary coursecourse of business (including, for the avoidance of doubt, recent past practice in substantially light of COVID-19 or other reasonable measures or reasonable measures following the same manner as heretofore conducted declaration of another epidemic, pandemic, or health emergency) and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with to continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses, establish reserves for uncollectible accounts and manage inventory in the ordinary course of business (including, for the avoidance of doubt, recent past practices and policies practice in light of COVID-19). Notwithstanding anything to preserve intact its present business organizationthe contrary herein, keep available nothing herein shall prevent the services Company or any of its present officers Subsidiaries, following good faith consultation with Buyer, from taking or failing to take any action in good faith, including the establishment of any policy, procedure or protocol, reasonably necessary or appropriate to comply with any COVID-19 Measures or similar requirements and employees (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings(z) no such actions or failure to take such actions shall serve as a basis for Buyer to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required contemplated by this Agreement, without the prior written consent as set forth on Schedule 7.01, as consented to by Buyer in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent denied), or Companyas required by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or Article 8 hereof and the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) the Parent, Sub and Parent Company agree (which for the purposes of unless such party is required to take such action pursuant to this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, Agreement or (iii) to the extent that the such other party shall otherwise give its prior consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing), subject to the prohibitions set forth in this Section 4.1 and in Section 4.2, to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance course consistent with all applicable laws and regulationspast practice, to pay its debts Liabilities, Taxes and taxes other obligations consistent with its past practices (and in any event when due subject to good faith disputes over such debts or taxesdue), and, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts the extent consistent with past practices and policies such business, to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensorslicensees, licensees independent contractors and others other Persons having business dealings with which it has business dealingsit, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. In addition, except (i) in the case of the Company Except as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required expressly contemplated by this Agreement, none of the parties shall, without the prior written consent (which consent shall not be unreasonably withheld of such other party, take or delayed with regard agree in writing or otherwise to actions take, any action that would be reasonably necessary carry on the business of Parent or Company, as applicable, result in the ordinary course, as a standalone entity if the Merger were not consummated) occurrence of any of the otherchanges described in Section 2.10 or Section 3.9 or any other action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect (individually or in the aggregate) or prevent such party from performing or cause it not to perform its agreements and covenants hereunder or cause any condition to any other party's closing obligations in Article 6 not to be satisfied. Without limiting the generality of the foregoing, neither during the Company nor Parent period from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article 8 hereof, or the Effective Time, the respective party or parties shall do not, except as set forth in such party's respective Disclosure Schedule, cause or permit any of the following, and neither without the Company nor Parent shall permit its subsidiaries to do any prior written consent of the followingrespective other party:

Conduct of Business. During Except as set forth in Section 4.01 of the Company Disclosure Letter, as contemplated, required or permitted by this Agreement, as required by Law or any Governmental Entity of competent jurisdiction, or as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed after reasonable consultation between the Company and Parent), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) Subsidiaries to, carry on its business in the ordinary course and, to the extent consistent therewith, use reasonable best efforts to preserve substantially intact its current business organizations, to keep available the services of its current officers and Parent (key employees and to preserve its relationships with significant customers, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having significant business dealings with it and to take no action which is intended to or which would reasonably be expected to materially adversely affect or materially delay the ability of any of the parties hereto from obtaining any necessary approvals of any Governmental Entity required for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required transactions contemplated by this Agreement, (ii) from performing its covenants and agreements under this Agreement or from consummating the transactions contemplated hereby or otherwise materially delay or prohibit consummation of the Merger or other transactions contemplated hereby. Without limiting the generality of the foregoing, except as set forth in the case Section 4.01 of the Company Disclosure Letter, contemplated, required or permitted by this Agreement, required by Law (including, as provided in Article IV applicable, Section 409A of the Company Schedules and Code) or any Governmental Entity of competent jurisdiction or consented to in the case of writing by Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard after reasonable consultation between the Company and Parent), during the period from the date of this Agreement to actions that would be reasonably necessary to carry on the business of Parent or CompanyEffective Time, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsCompany shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services shall not permit any of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

Conduct of Business. During From the period from date hereof through the Closing Date, Seller shall (unless Seller receives Purchaser’s prior written consent) (a) conduct its business relating to the Purchased Assets and Assumed Liabilities in the usual, regular and ordinary course consistent with law and past practice, (b) use commercially reasonable efforts, consistent with past practice, to maintain and preserve intact its relationships generally with Seller’s Bank Employees and Depositors; provided, however, that any salary increases with respect to Bank Employees shall be in the ordinary course of business consistent with Seller’s past practices, (c) not intentionally take any action which would adversely affect the ability of any party hereto to obtain any Government Approval or to perform its covenants and agreements under this Agreement, which shall not be deemed to include the providing of any submission or filing with any Government Authority, (d) perform, consistent with law and past practice, their material obligations, commitments, and contracts relating to the operation of the Branch except as modified in accordance with the terms of this Agreement, (e) not modify or terminate any material contract obligations relating to the Branches, except in accordance with their contractual terms and in accordance with customary and past practice, (f) operate the Branches in material compliance with all current legal or statutory provisions, (g) not dispose of any assets or liabilities of the Branches except in the ordinary course of business consistent with past practice, (h) not materially alter any of Seller’s policies or practices of the Branches between the date of this Agreement and continuing until the earlier Closing Date with respect to the rates, fees, charges, or level of services available at or to Depositors of the termination Branches except for such alterations as may be instituted generally for similar branch offices of this Agreement pursuant to its terms or the Effective TimeSeller and in accordance with ordinary course of business consistent with past practice, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) not make any capital expenditures in the case excess of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) $1,000 with respect to the extent that the other party shall otherwise consent (Branches without Purchaser’s written consent, which consent shall will not be unreasonably withheld withheld; not enter into any employment or delayed other contract with regard to actions that would be reasonably necessary to carry on the business of Parent employees, pay any bonuses, or Companyamend any employee benefit, as applicable, other than in the ordinary coursecourse consistent with past practice provided, as a standalone entity if however that Seller shall be under no obligation to advertise or promote new or substantially new customer services in the Merger were not consummated) in writingprincipal market area of, to carry or for the benefit of, the Branches; provided, further, that Seller shall pay interest on its business the Deposit Account Liabilities at rates which are determined in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course of business consistent with Seller’s past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:practices.

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms (a) Except as expressly contemplated or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (iias permitted by Section 5.3, as may be required by applicable Law or as set forth in Section 5.1(a) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV Disclosure Schedule or Section 5.1(a) of the Parent SchedulesDisclosure Schedule, as applicable, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or the Company, as applicable, otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), from the ordinary coursedate hereof until the Effective Time or the date on which this Agreement is terminated pursuant to Section 7.1 (the “Termination Date”), as a standalone entity if each of the Merger were not consummatedCompany and Parent shall, and shall cause each of its respective Subsidiaries to, (i) in writing, to carry on conduct its business in the ordinary course, in substantially the same manner as heretofore conducted course of business consistent with past practice and in compliance with all applicable laws Law and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of organization and maintain its present officers and employees and preserve its relationships existing relations with customers, suppliers, distributorslandlords, tenants, creditors, licensors, licensees licensees, business partners, officers, key employees, consultants, insurers and others having business dealings with which it has business dealings. In additionit, except (i) in each case, in all material respects; provided, however, that no action relating to the case subject matter of any of the Company as provided in Article IV clauses of Section 5.1(b) or Section 5.1(d) that is permitted to be taken by the Company Schedules, (ii) in the case or any of its Subsidiaries without Parent’s consent or by Parent as provided in Article IV or any of the Parent Schedules, or (iii) as required by this Agreement, its Subsidiaries without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company’s consent, as applicable, in shall be deemed a breach of this Section 5.1(a). From the ordinary coursedate hereof until the Effective Time or the Termination Date, as a standalone entity if the Merger were not consummated) of the otherSub shall not, neither the Company nor and Parent shall do cause Merger Sub not to, carry on any business, incur any liabilities or conduct any operations, other than in connection with the execution of this Agreement, the following, performance of its obligations hereunder and neither the Company nor Parent shall permit its subsidiaries to do any of the following:matters ancillary thereto.

Conduct of Business. During Except as expressly set forth in this Agreement or in the Restructuring Support Agreement or with the prior written consent of Requisite Commitment Parties (requests for which, including related information, shall be directed to the counsel and financial advisors to the Ad Hoc Committee), during the period from the date of this Agreement and continuing until to the earlier of the termination of Closing Date and the date on which this Agreement pursuant to is terminated in accordance with its terms or (the Effective Time“Pre-Closing Period”), (a) the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, course and use its commercially reasonable efforts consistent with past practices and policies to to: (i) preserve intact its present business organizationbusiness, (ii) keep available the services of its present officers and employees and employees, (iii) preserve its material relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having material business dealings with which it has the Company or its Subsidiaries in connection with their business, and (iv) file Company SEC Documents within the time periods required under the Exchange Act, in each case in accordance with ordinary course practices, and (b) the Company shall not, and shall not permit any of its Subsidiaries to, enter into any transaction that is material to their business dealings. In addition, except other than (iA) transactions in the case ordinary course of business to the extent necessary to conduct operations of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companyand its Subsidiaries, as applicable, in a manner consistent with the financial and business projections provided to the Commitment Parties prior to the date hereof, (B) other transactions after prior notice to the Commitment Parties to implement tax planning which transactions are not reasonably expected to materially adversely affect any Commitment Party and (C) transactions expressly contemplated by the Transaction Agreements. For the avoidance of doubt, the following shall be deemed to occur outside of the ordinary course, as a standalone entity if the Merger were not consummated) course of business of the otherCompany and shall require the prior written consent of the Requisite Commitment Parties unless the same would otherwise be permissible under the preceding clause (B) or (C): (1) any amendment, neither modification, termination, waiver, supplement, restatement or other change to any Material Contract or any assumption of any Material Contract in connection with the Chapter 11 Cases (other than any Material Contracts that are otherwise addressed by clause (3) below), (2) entry into, or any amendment, modification, waiver, supplement or other change to, any employment agreement to which the Company nor Parent shall do or any of its Subsidiaries is a party or any assumption of any such employment agreement in connection with the Chapter 11 Cases, and (3) the adoption or amendment of any management incentive or equity plan by any of the followingDebtors except for the new management incentive plan in accordance with the Restructuring Term Sheet. Except as otherwise provided in this Agreement, and neither nothing in this Agreement shall give the Commitment Parties, directly or indirectly, any right to control or direct the operations of the Company nor Parent and its Subsidiaries. Prior to the Closing Date, the Company and its Subsidiaries shall permit its subsidiaries to do any exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the following:business of the Company and its Subsidiaries.

Conduct of Business. During (a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a) of the MLP Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any MLP Material Contract in effect as of the date of this Agreement (including the MLP Partnership Agreement) or (v) as agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV MLP shall, and shall include the Company and cause each of its subsidiariesSubsidiaries and the MLP Joint Ventures to, (A) conduct its business in the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and Parent (which for preserve intact its business organization and the purposes goodwill of this Article IV shall include Parent those having business relationships with it and each retain the services of its subsidiariespresent officers and key employees, (C) agreeuse commercially reasonable efforts to keep in full force and effect all material MLP Permits and all material insurance policies maintained by MLP, its Subsidiaries and the MLP Joint Ventures, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all MLP Material Contracts. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 5.2(a) of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesMLP Disclosure Schedule, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by applicable Law, (iv) as required by any MLP Material Contract in effect as of the date of this Agreement (including the MLP Partnership Agreement) or (v) as agreed in writing by Parent (in the case of clauses (iii), without (iv), (v), (vi), (vii), (viii), (xii), (xiii), (xiv) and (xv) below (but, with respect to (xv), only to the prior written consent (which extent applicable to the other clauses designated in this Section 5.2(a)(iv), such consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned), during the period from the date of this Agreement to actions that would be reasonably necessary carry on the business of Parent or CompanyEffective Time, as applicableMLP shall not, in the ordinary course, as a standalone entity if the Merger were and shall not consummated) of the other, neither the Company nor Parent shall do permit any of its Subsidiaries and the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingMLP Joint Ventures to:

Conduct of Business. During the period from From the date of this Agreement and continuing hereof until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, the Company (which for the purposes of this Article IV shall include the Company conduct its business and each of shall cause its subsidiaries) Subsidiaries to conduct their respective businesses in, and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeonly in, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted course and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsshall use, and use shall cause its commercially reasonable Subsidiaries to use, their best efforts consistent with past practices and policies to preserve intact its their respective present business organizationorganizations, operations, goodwill and relationships with third parties and to keep available the services of its the present directors, officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealingskey employees. In additionWithout limiting the generality of the foregoing, except (i) in the case as required pursuant to outstanding agreements or obligations of the Company as provided in Article IV or any of the Company Schedules, (ii) its Subsidiaries that have been disclosed to Buyer and set forth in the case of Parent as provided in Article IV of Schedules hereto or the Parent SchedulesSEC Reports, or (iii) as required by this Agreementfrom the date hereof until the Closing, without the prior written consent of Buyer (which consent except as expressly permitted or required by this Agreement), (i) the Company shall not, and shall cause each of its Subsidiaries not to, take any action that would cause a representation or warranty of the Company set forth herein to be untrue if made at such time, or a covenant of the Company set forth herein to fail to be satisfied; (ii) the Company shall not be unreasonably withheld adopt any shareholder rights plan or delayed with regard to actions supermajority voting requirement, issue any security or take any similar action that would be reasonably necessary carry on have an adverse effect upon the business legal rights of Parent or Company, as applicable, in the ordinary course, Buyer as a standalone entity if the Merger were not consummated) majority shareholder of the other, neither Company under applicable corporate Law following the consummation of the transactions contemplated in this Agreement; and (iii) the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause each of its subsidiaries Subsidiaries not to, commit or agree to do any of the following:foregoing.

Conduct of Business. During (a) Except (i) as permitted by this Agreement, (ii) as set forth in Section 6.2(a) of the Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in any Partnership Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) the Partnership and Parent (which for the purposes of this Article IV General Partner shall, and shall include Parent and cause each of their respective Subsidiaries to: (A) conduct its subsidiariesbusiness in the ordinary course of business consistent with past practice, provided, that this Section 6.2(a)(iv)(A) agreeshall not prohibit the Partnership and the other Group Members from taking commercially reasonable actions outside of the ordinary course of business or not consistent with past practice in response to (x) changes or developments resulting or arising from the COVID-19 pandemic or (y) other changes or developments that would reasonably be expected to cause a reasonably prudent company similar to the Partnership to take commercially reasonable actions outside of the ordinary course of business consistent with past practice; (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, if any; (C) use commercially reasonable efforts to keep in full force and effect all material Partnership Permits and all material insurance policies maintained by the Group Members, other than changes to such policies made in the ordinary course of business; and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Partnership Material Contracts. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 6.2(a) of the Company Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) with respect to clause (iv) below, as provided in Article IV any Partnership Material Contract in effect as of the Company Schedules and in date of this Agreement (including the case of Parent as provided in Article IV of the Parent SchedulesPartnership Agreement), or (iiiv) as consented to the extent that the other party shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on conditioned), during the business period from the date of Parent or Companythis Agreement until the Effective Time, as applicable, in the ordinary course, as a standalone entity if Partnership and the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsGeneral Partner shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingtheir respective Subsidiaries to:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier such time as Merger Sub's designees shall constitute a majority of the termination Board of this Agreement pursuant to its terms or Directors of the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeCompany, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, otherwise contemplated hereby or (iii) to the extent that the other party Purchaser shall otherwise consent (which consent in writing, the Company shall, and shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to cause its Subsidiaries to, carry on the business of Parent or Company, as applicable, their respective businesses in the ordinary course, as a standalone entity if course consistent with the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsand, to pay its debts and taxes when due subject to good faith disputes over such debts or taxesthe extent consistent therewith, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present their current business organization, keep available the services of its present their current officers and employees and preserve its their relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having significant business dealings with which it has business dealingsthem. In additionWithout limiting the generality of the foregoing, during the period from the date of this Agreement until such time as Merger Sub's designees shall constitute a majority of the Board of Directors of the Company, except as expressly contemplated or permitted by this Agreement or the Disclosure Letter, or to the extent that Purchaser shall otherwise consent in writing, the Company shall (ia) use its commercially reasonable efforts to operate and maintain its business in all material respects only in the case usual, regular and ordinary manner consistent with past practice (including undertaking scheduled or necessary "turnarounds" or other maintenance work and including offsite storage, treatment and disposal of chemical substances generated prior to such time as Merger Sub's designees shall constitute a majority of the Company as provided in Article IV Board of Directors of the Company SchedulesCompany) and, (ii) to the extent consistent with such operation and maintenance, use commercially reasonable efforts to preserve the present business organization of its business intact, keep available the services of, and good relations with, the present employees and preserve present relationships with all persons having business dealings with its business, except in each case for such matters that, individually and in the case of Parent aggregate, do not and are not reasonably likely to have a material adverse effect on the Company and its Subsidiaries taken as provided in Article IV of a whole and (b) except to the Parent Schedules, or (iii) as extent required by clause (a) of this AgreementSection 6.1, without the prior written consent (which consent Company shall not, and shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

Conduct of Business. During (a) Except (1) as contemplated in this Agreement (including, for the avoidance of doubt, the actions described in Section 4.8 and Section 4.20), as required by applicable Law, or as required by a Governmental Entity (including pursuant to an Order issued by FERC, the KPSC or the WVPSC), (2) actions reasonably necessary under emergency circumstances, including operational emergencies, failures of facilities or outages, or other unforeseen operational emergencies (provided that Sellers shall provide notice to Purchaser of any such event (including by providing reasonable details thereof) and action prior to taking any such action as may be reasonably practicable or, if such prior notice is not reasonably practicable, as soon as may be reasonably practicable thereafter), (3) for any COVID-19 Measures (provided, that Sellers shall notify Purchaser (including by providing reasonable details thereof) prior to taking any such COVID-19 Measure as may be reasonably practicable or, if such prior notice is not practicable, as soon as may be reasonably practicable thereafter), or (4) as otherwise described in Section 4.1(a) of the Sellers Disclosure Letter (provided, that any action taken pursuant to clauses (1) through (3) shall be taken in accordance with Good Utility Practice), during the period from the date of this Agreement Effective Date through and continuing until including the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, the Sellers shall, and shall cause each Acquired Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreementto, (iix) operate the businesses of each Acquired Company in the case of the Company as provided in Article IV of the Company Schedules accordance with Good Utility Practice and in the case ordinary course of Parent as provided business in Article IV all material respects consistent with past practice, use commercially reasonable efforts to preserve intact the properties, assets and businesses of each Acquired Company and preserve the Parent Schedulesgoodwill and relationships of each Acquired Company with employees, or customers, suppliers, and other parties having business dealings with each Acquired Company and (iiiy) to not, without the extent that the other party shall otherwise prior written consent of Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:delayed):

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Cybex (which for the purposes of this Article IV shall include the Company Cybex and each of its subsidiaries) and Parent Apex (which for the purposes of this Article IV shall include Parent Apex and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company Cybex as provided in Article IV of the Company Cybex Schedules and in the case of Parent Apex as provided in Article IV of the Parent Apex Schedules, or (iiiii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary in writing, to carry on the its business of Parent or Company, as applicable, diligently and in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, accordance with good commercial practice and to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In furtherance of the foregoing and subject to applicable law, Cybex and Apex agree to confer, as promptly as practicable, prior to taking any material actions or making any material management decisions with respect to the conduct of business. In addition, except (i) in the case of the Company Cybex as provided in Article IV of the Company Schedules, (ii) Cybex Schedules and in the case of Parent Apex as provided in Article IV of the Parent Apex Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company Cybex nor Parent Apex shall do any of the following, and neither the Company Cybex nor Parent Apex shall permit its subsidiaries to do any of the following:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms (the “Interim Period”), PGHL shall, and shall cause its Subsidiaries to, except as contemplated or permitted by this Agreement or the Effective Timeother Transaction Agreements, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case set forth on Schedule 7.01 of the Company as provided in Article IV of the Company PGHL Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) consented to the extent that the other party shall otherwise consent by FTAC (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), (a) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary coursecourse of business (including, for the avoidance of doubt, recent past practice in substantially light of COVID-19; provided that, any action taken, or omitted to be taken, that relates to, or arises out of, COVID-19 shall be deemed to be in the same manner as heretofore conducted ordinary course of business) and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (b) use its commercially reasonable efforts consistent to continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses and establish reserves for uncollectible accounts in accordance with past practices custom and policies practice (including, for the avoidance of doubt, recent past practice in light of COVID-19; provided that, any action taken, or omitted to preserve intact its present business organizationbe taken, keep available that relates to, or arises out of, any COVID-19 shall be deemed to be in the services ordinary course of business). Notwithstanding anything to the contrary contained herein, nothing herein shall prevent PGHL or any of its present officers Subsidiaries from taking or failing to take any action in response to COVID-19 or any COVID-19 Measures, including the establishment of any policy, procedure or protocol, and employees (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and preserve its relationships (z) no such actions or failure to take such actions shall serve as a basis for FTAC to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided, that, to the extent practicable, prior to taking any such material actions PGHL shall use good faith efforts to provide written notice to FTAC and consult with customersFTAC on such actions or, suppliersif not practicable, distributors, licensors, licensees and others with which it has business dealingsshall provide written notice reasonably promptly thereafter. In additionWithout limiting the generality of the foregoing, except (i) in as contemplated or permitted by this Agreement or the case other Transaction Agreements, as set forth on Schedule 7.01 of the Company as provided in Article IV of the Company PGHL Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required consented to by this Agreement, without the prior written consent FTAC (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent denied), or Companyas required by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent PGHL shall do any of the followingnot, and neither PGHL shall cause its Subsidiaries not to, during the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period, except as otherwise contemplated by this Agreement:

Conduct of Business. Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2 of the MLP Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the Effective Time, MLP shall, and shall cause each of its Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, (C) use commercially reasonable efforts to keep in full force and effect all material Permits and all material insurance policies maintained by MLP and its Subsidiaries, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Material Contracts; provided that, in each case, MLP and its Subsidiaries may continue any necessary changes in their respective business practices adopted prior to the date hereof that are reasonably required by any COVID-19 Measures and, after the date hereof, may take further actions in good faith that are reasonably required to respond to COVID-19 by any COVID-19 Measures. MLP shall not, and MLP shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives not to, directly or indirectly solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or knowingly induce or take any other action intended to lead to any inquiries or any proposals that constitute or could reasonably be expected to lead to any inquiry, proposal or offer from any Person or “group” (as defined in Section 13(d) of the Exchange Act), other than Parent, its Subsidiaries, and their Affiliates, relating to any (A) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of MLP and its Subsidiaries, (B) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of beneficial ownership (within the meaning of Section 13 under the Exchange Act) of any class of equity securities of MLP, (C) tender offer or exchange offer that if consummated would result in any Person or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning any class of equity securities of MLP, or (D) merger, consolidation, unit exchange, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving MLP or any of its Subsidiaries, other than the transactions contemplated hereby and other than in the ordinary course of business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, if permitted by applicable Law, MLP shall declare and pay regular quarterly cash distributions to the Company (which for the purposes holders of this Article IV shall include the Company and each of its subsidiaries) the Common Units and the Series A Preferred Units, respectively, consistent with past practice; provided that, in no event shall the regular quarterly cash distributions declared or paid by MLP to the holders of Common Units and Preferred Units be less than $0.01 per Common Unit and $0.546875 per Preferred Unit, respectively. Without limiting anything in this Section 5.2, it is understood that violations of Section 5.2 caused by or at the direction of Parent (which for the purposes of this Article IV shall include Parent and each or any of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent Affiliates shall not be unreasonably withheld a violation or delayed with regard to actions that would be reasonably necessary to carry on the business breach of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required this Section 5.2 by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:MLP.

Conduct of Business. (a) Except (i) as permitted by this Agreement, (ii) as set forth in Section 6.2(a) of the Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in any Partnership Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the Effective Time, each of the Partnership and the General Partner shall, and shall cause each of their respective Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice in all material respects; provided, that this Section 6.2(a)(A) shall not prohibit the Partnership and its Subsidiaries from taking commercially reasonable actions outside of the ordinary course of business or not consistent with past practice in response to (1) changes or developments resulting or arising from the COVID-19 pandemic or (2) other changes or developments that would reasonably be expected to cause a reasonably prudent company similar to the Partnership to take commercially reasonable actions outside of the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, if any, (C) use commercially reasonable efforts to keep in full force and effect all material Partnership Permits and all material insurance policies maintained by the Partnership and its Subsidiaries, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Partnership Material Contracts; provided, that no action or inaction by the Partnership, the General Partner, or their respective Subsidiaries with respect to the matters specifically addressed by any portion of the remaining provisions of this Section 6.2(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisions of this Section 6.2(a). During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (General Partner shall declare and shall cause the Partnership to pay regular quarterly cash distributions to the holders of the Common Units, consistent with past practice, for each completed calendar quarter ending prior to the Closing Date, to the extent the Closing does not occur prior to the applicable record date established by the General Partner with respect to such quarterly distribution consistent with past practice; provided that, in no event shall the regular quarterly cash distributions declared or paid by the Partnership to the holders of the Common Units be less than $0.455 per Common Unit; provided, further, that neither the General Partner nor the Partnership shall be required to take any action pursuant to this sentence that would violate applicable Law, the Organizational Documents of the Partnership or any Contract to which for the purposes General Partner or the Partnership is a party as of this Article IV shall include the Company date hereof and each set forth in Section 6.2(a) of its subsidiaries) and Parent (which for the purposes Partnership Disclosure Schedule. Without limiting the generality of this Article IV shall include Parent and each of its subsidiaries) agreethe foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 6.2(a) of the Company Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in Article IV any Partnership Material Contract in effect as of the Company Schedules and in date of this Agreement (including the case of Parent as provided in Article IV of the Parent Schedules, Partnership Agreement) or (iiiv) as consented to the extent that the other party shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on conditioned), during the business period from the date of Parent or Companythis Agreement until the Effective Time, as applicable, in the ordinary course, as a standalone entity if Partnership and the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsGeneral Partner shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingtheir respective Subsidiaries to:

Conduct of Business. During (a) Except (i) as permitted by this Agreement, (ii) as set forth in Section 6.2(a) of the Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in any Partnership Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) the Partnership and Parent (which for the purposes of this Article IV General Partner shall, and shall include Parent and cause each of their respective Subsidiaries to, (A) conduct its subsidiariesbusiness in the ordinary course of business consistent with past practice; provided, that this Section 6.2(a)(iv)(A) agreeshall not prohibit the Partnership and its Subsidiaries from taking commercially reasonable actions outside of the ordinary course of business or not consistent with past practice in response to (x) changes or developments resulting or arising from the COVID-19 pandemic or (y) other changes or developments that would reasonably be expected to cause a reasonably prudent company similar to the Partnership to take commercially reasonable actions outside of the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, if any, (C) use commercially reasonable efforts to keep in full force and effect all material Partnership Permits and all material insurance policies maintained by the Partnership and its Subsidiaries, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Partnership Material Contracts. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 6.2(a) of the Company Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in Article IV any Partnership Material Contract in effect as of the Company Schedules and in date of this Agreement (including the case of Parent as provided in Article IV of the Parent Schedules, Partnership Agreement) or (iiiv) as consented to the extent that the other party shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on conditioned), during the business period from the date of Parent or Companythis Agreement until the Effective Time, as applicable, in the ordinary course, as a standalone entity if Partnership and the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsGeneral Partner shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingtheir respective Subsidiaries to:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Click2learn (which for the purposes of this Article IV shall include the Company Click2learn and each of its subsidiariesSubsidiaries) and Parent Docent (which for the purposes of this Article IV shall include Parent Docent and each of its subsidiariesSubsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company Click2learn as provided in Article IV of the Company Click2learn Schedules and in the case of Parent Docent as provided in Article IV of the Parent Docent Schedules, or (iiiii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary in writing, to carry on the its business of Parent or Company, as applicable, diligently and in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, accordance with good commercial practice and to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company Click2learn as provided in Article IV of the Company Schedules, (ii) Click2learn Schedules and in the case of Parent Docent as provided in Article IV of the Parent Docent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company Click2learn nor Parent Docent shall do any of the following, and neither the Company Click2learn nor Parent Docent shall permit its subsidiaries Subsidiaries to do any of the following:

Conduct of Business. During the period from the date of this ------------------- Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company MCS (which for the purposes of this Article IV shall include the Company MCS and each of its subsidiaries) and Parent NetIQ (which for the purposes of this Article IV shall include Parent NetIQ and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company MCS as provided in Article IV of the Company MCS Schedules and in the case of Parent NetIQ as provided in Article IV of the Parent NetIQ Schedules, or (iiiii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary in writing, to carry on the its business of Parent or Company, as applicable, diligently and in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, accordance with good commercial practice and to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In furtherance of the foregoing and subject to applicable law, MCS and NetIQ agree to confer, as promptly as practicable, prior to taking any material actions or making any material management decisions with respect to the conduct of business. In addition, except (i) in the case of the Company MCS as provided in Article IV of the Company MCS Schedules, ; (ii) in the case of Parent NetIQ as provided in Article IV of the Parent NetIQ Schedules, or ; and (iii) as required in connection with the transactions contemplated by this Agreementthe LOI, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company MCS nor Parent NetIQ shall do any of the following, and neither the Company MCS nor Parent NetIQ shall permit its subsidiaries to do any of the following:

Conduct of Business. (a) Except (i) as permitted by this Agreement, (ii) as set forth in Section 6.2(a) of the Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as required by any Partnership Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the Effective Time, each of the Partnership and the General Partner shall, and shall cause each of their respective Subsidiaries to: (A) conduct its business in the ordinary course of business consistent with past practice, provided, that this Section 6.2(a)(iv)(A) shall not prohibit the Partnership and the other Group Members from taking commercially reasonable actions outside of the ordinary course of business or not consistent with past practice in response to changes or developments that would reasonably be expected to cause a reasonably prudent company similar to the Partnership to take commercially reasonable actions outside of the ordinary course of business consistent with past practice; (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, if any; (C) use commercially reasonable efforts to keep in full force and effect all material Partnership Permits and all material insurance policies maintained by the Group Members, other than changes to such policies made in the ordinary course of business and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Partnership Material Contracts; provided, that no action or inaction by the Partnership, the General Partner, or their respective Subsidiaries with respect to the matters specifically addressed by any portion of the remaining provisions of this Section 6.2(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisions of this Section 6.2(a). During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, if permitted by applicable Law and the Company (which for Partnership Agreement, the purposes General Partner shall cause the Partnership to declare and pay regular quarterly cash distributions to the holders of this Article IV the Common Units, consistent with past practice; provided, that, in no event shall include the Company and each regular quarterly cash distributions declared or paid by the Partnership to the holders of its subsidiaries) and Parent (which for the purposes Common Units be less than $0.35 per Common Unit. Without limiting the generality of this Article IV shall include Parent and each of its subsidiaries) agreethe foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 6.2(a) of the Company Partnership Disclosure Schedule, (iii) as provided required by applicable Laws, (iv) as required by any Partnership Material Contract in Article IV effect as of the Company Schedules and in date of this Agreement (including the case of Parent as provided in Article IV of the Parent SchedulesPartnership Agreement), or (iiiv) as consented to the extent that the other party shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on conditioned), during the business period from the date of Parent or Companythis Agreement until the Effective Time, as applicable, in the ordinary course, as a standalone entity if Partnership and the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsGeneral Partner shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingtheir respective Subsidiaries to:

Conduct of Business. During (a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in the Company Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any agreement of the Company or any of its Subsidiaries in effect as of the date of this Agreement (including the Company LLC Agreement) or (v) as agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiariesSubsidiaries and the Company Joint Ventures to, (A) conduct its business in the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and Parent (which for preserve intact its business organization and the purposes goodwill of this Article IV shall include Parent those having business relationships with it and each retain the services of its subsidiariespresent officers and key employees, (C) agreeuse commercially reasonable efforts to keep in full force and effect all material insurance policies maintained by the Company, its Subsidiaries and the Company Joint Ventures, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Company Material Contracts. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesDisclosure Schedule, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by applicable Law, (iv) as required by any Company Material Contract in effect as of the date of this Agreement (including the Company LLC Agreement) or (iv) as agreed in writing by Parent (in the case of clauses (iii), without (iv), (v), (vi), (vii), (viii), (xii), (xiii) and (xiv) below (but, with respect to (xiv), only to the prior written consent (which extent applicable to the other clauses designated in this Section 5.2(a)(iv)), such consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned), during the period from the date of this Agreement to actions that would be reasonably necessary carry on the business of Parent or CompanyEffective Time, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do not, and shall not permit any of the following, its Subsidiaries and neither the Company nor Parent shall permit its subsidiaries to do any of the followingJoint Ventures to:

Conduct of Business. During the period from From the date of this Agreement and continuing until through the earlier of the Closing or the termination of this Agreement pursuant to its terms or the Effective Timein accordance with Article IX, the Company (which for the purposes of this Article IV Sellers shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeCompanies to, except (i) as required contemplated by this Agreement, (ii) Agreement or as consented to by Acquiror in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companydenied), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated(i) in writing, to carry on operate its business in the ordinary course, course (including by making capital expenditures substantially in substantially the same manner as heretofore conducted accordance with and in compliance with all applicable laws and regulationsamounts equal to the amounts set forth in Schedule 5.1(a) attached hereto), to pay (ii) maintain its debts and taxes when due subject to good faith disputes over such debts or taxesbooks, to pay or perform other material obligations when due subject to good faith disputes over such obligationsrecords, and use its commercially reasonable efforts consistent accounts in accordance with past practices practice as used in the preparation of the Interim Financial Statements and policies the Audited Financial Statements and (iii) use reasonable best efforts to maintain and preserve substantially intact its present business organization, keep available organization and advantageous business relationships and the goodwill of its customers and suppliers and retain the services of its present key officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealingskey employees. In additionWithout limiting the generality of the foregoing, except as set forth on Schedule 5.1 or as consented to by Acquiror in writing (which consent, in the cases of clauses (a), (b), (d), (e), (f), (i) in the case of the Company as provided in Article IV of the Company Schedules), (iik), (l), (m), (n), (o), (q) in the case of Parent as provided in Article IV of the Parent Schedulesand (r) below, shall not be unreasonably conditioned, withheld, delayed or denied (iii) as required by this Agreementit being understood that, without the prior written consent (which limiting other circumstances where conditioning, withholding or delaying any such consent shall not be unreasonably withheld deemed unreasonable, any conditioning, any denial or delayed withholding of consent with regard respect to actions the foregoing shall not be deemed unreasonable if the action for which consent is sought would require Acquiror and/or the Companies to pay, after the Closing, more than $250,000 in excess of the amounts that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity paid if the Merger were action for which the consent is sought was not consummated) of otherwise taken or if the otheraction would have similar adverse consequences to Acquiror)), neither Sellers shall cause the Company nor Parent shall do any of the followingCompanies not to, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingexcept as otherwise expressly contemplated by this Agreement:

Conduct of Business. During A. Conduct of Business by the Company Pending the Merger. 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 time Parent's designees are elected as directors of the Company pursuant to its terms Section 1.3, unless Parent shall otherwise agree in writing, which agreement shall not be unreasonably withheld, delayed, or the Effective Timeconditioned, the Company shall, unless expressly authorized to do otherwise pursuant to paragraphs (which for a) through (o) below, in all material respects conduct its business and shall cause the purposes businesses of this Article IV its subsidiaries to be conducted only in the ordinary course of business consistent with past practice, and the Company shall include use reasonable commercial efforts to preserve substantially intact the business organization of the Company and each of its subsidiaries) , to keep available the services of the present officers, employees and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case consultants of the Company as provided in Article IV and its subsidiaries and to preserve the present relationships of the Company Schedules and in its subsidiaries with customers, suppliers and other persons with which the case Company or any of Parent its subsidiaries has a significant business relations. Without limiting the foregoing, except as provided in Article IV contemplated by this Agreement or as set forth on Section 5.1 of the Parent SchedulesCompany Disclosure Schedule, neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the time Parent's designees are elected as directors of the Company pursuant to Section 1.3, directly or indirectly do, or (iii) propose to do, any of the extent that following without the other party shall otherwise prior written consent (of Parent, which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:

Conduct of Business. During the period from the date of (a) Except as (x) required by applicable Law, (y) otherwise expressly required, permitted or contemplated by this Agreement and continuing until the earlier or (z) otherwise set forth in Section 4.1 of the termination of this Agreement pursuant to its terms or the Effective TimeCompany Disclosure Letter, the Company (which for covenants and agrees that, commencing on the purposes of date hereof and ending at the Effective Time or such earlier date as this Article IV shall include the Company and each of Agreement may be terminated in accordance with its subsidiaries) and terms, unless Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall approve in writing, such approval not to be unreasonably withheld or delayed with regard conditioned (and if Parent fails to actions that would respond in the negative to any consent requested in writing within five (5) Business Days of receipt of such request, Parent shall be reasonably necessary deemed to carry on have granted such consent), the business of Parent or CompanyCompany shall, as applicableand shall cause its Subsidiaries to, conduct their respective businesses in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, course and use its their respective commercially reasonable best efforts consistent with past practices and policies to preserve their respective business organizations intact its present business organizationand maintain existing relations and goodwill with Governmental Entities, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributorsemployees and business associates. Without limiting the generality of the foregoing and in furtherance thereof, licensors, licensees commencing on the date hereof and others ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with which it has business dealings. In additionits terms, except as (iA) required by applicable Law, (B) otherwise expressly required, permitted or contemplated by this Agreement or (C) otherwise set forth in the case Section 4.1 of the Company as provided Disclosure Letter, unless Parent shall otherwise approve in Article IV of the Company Scheduleswriting, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall such approval not to be unreasonably withheld or delayed with regard conditioned, except in the cases of clauses (i), (ii), (iii), (iv), (v), (vi), (viii), (ix), (x), (xi), (xv) or (xviii) (solely to actions that would be reasonably necessary carry on the business extent relating to one of Parent or Companythe preceding clauses), as applicable, to each of which Parent shall have the right to approve in its sole discretion (and if Parent fails to respond in the ordinary coursenegative to any consent requested in writing within five (5) Business Days of receipt of such request, as a standalone entity if the Merger were not consummated) of the otherParent shall be deemed to have granted such consent), neither the Company nor Parent shall do will not and will not permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company each of CKS (which for the purposes of this Article IV shall include the Company CKS and each of its subsidiaries) and Parent USWeb (which for the purposes of this Article IV shall include Parent USWeb and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company CKS as provided in Article IV of the Company CKS Schedules and in the case of Parent USWeb as provided in Article IV of the Parent USWeb Schedules, or (iiiii) to the extent that the other party of them shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in 25 compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In addition, except each of CKS and USWeb will promptly notify the other of any material event involving its business or operations. CKS and USWeb agree that USWeb may continue to execute its acquisition program in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted without CKS's consent; provided, however, that USWeb must obtain the written consent of CKS, which shall not be withheld unreasonably, prior to completing an acquisition if (i) the business to be acquired, without taking any other acquisition into account, would constitute a "significant subsidiary" of USWeb pursuant to the conditions specified in Rule 1-02(w) of SEC Regulation S-X, substituting 20 percent for 10 percent each place it appears therein or (ii) the aggregate number of shares of USWeb Common Stock issued in connection with all acquisitions after the date of this Agreement and prior to the Effective Time shall exceed 5,000,000. Furthermore, CKS and USWeb agree that during the period prior to the Effective Time they will exchange monthly summary financial data and that their respective senior management groups will participate in informational meetings on a monthly basis, at such time and place as shall be mutually agreeable. No information or knowledge obtained in any investigation will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger. In addition, during the period from the date of this Agreement and continuing until the earlier termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement, and except in the case of the Company CKS as provided in Article IV of the Company CKS Schedules, (ii) and except in the case of Parent USWeb as provided in Article IV of the Parent USWeb Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company CKS nor Parent USWeb shall do any of the following, and neither the Company CKS nor Parent USWeb shall permit its subsidiaries to do any of the following:: (a) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant or director stock plans or authorize cash payments in exchange for any options granted under any of such plans; (b) grant any severance or termination pay to any officer or employee except payments in amounts consistent with policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the other, or adopt any new severance plan; (c) transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the CKS IP Rights or the USWeb IP Rights, as the case may be, or enter into grants to future patent rights, other than in the ordinary course of business; (d) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (e) repurchase or otherwise acquire, directly or indirectly, any shares of capital stock except pursuant to rights of repurchase of any such shares under any employee, consultant or director stock plan existing on the date hereof; (f) issue, deliver, sell, authorize or propose the issuance, delivery or sale of, any shares of capital stock or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, other than (i) shares of CKS Common Stock or USWeb Common Stock, as the case may be, pursuant to the exercise of stock options therefor outstanding as of the date of this Agreement, (ii) options to purchase shares 26

Conduct of Business. During From the date of this Agreement through the Closing Date, except to the extent Buyer otherwise approves in advance in writing (which approval shall not be unreasonably withheld or delayed) or as otherwise expressly contemplated or permitted by this Agreement, Seller shall, and shall cause the Target Entities to, (a) conduct their businesses in the ordinary course in accordance with past practice, including with respect to the collection of accounts receivable and the payment of accounts payable, (b) use Commercially Reasonable Efforts to preserve intact their respective business organizations and goodwill and assets, (c) use their Commercially Reasonable Efforts to maintain satisfactory relationships with others having business relationships with the Acquired Companies and their respective Subsidiaries and (d) use Commercially Reasonable Efforts to keep available the services of the present officers and employees of the Target Entities. Except as described in Schedule 6.1 or as expressly contemplated or permitted by this Agreement or to the extent Buyer otherwise consents in writing in advance, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent Closing Date (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companydelayed), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsSeller shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizationshall cause or permit the Target Entities not to, keep available take any of the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except following actions: (i) in the case of the Company as provided in Article IV of the Company Schedulesincur Indebtedness, (ii) grant any Liens on its assets, other than Permitted Liens, (iii) enter into any Material Contract or terminate, assume, grant any waiver under or amend any Material Contract to which any such Person is a party, (iv) dispose of any material assets of any such Person, (v) make any distribution in respect of the equity securities of or other ownership interest in such Person, except for cash distributions in the case ordinary course of Parent business and consistent with past practice of such Person, or as contemplated by, or required to effectuate the provisions of, Section 2.2 of this Agreement, (vi) revoke any election under Section 754 of the Code, (vii) issue any equity or debt securities, (viii) amend its respective Project Company Agreements or other governing documents, (ix) waive, compromise, or settle any material claim, (x) grant or provide any severance or termination payments or benefits to any Employee, (xi) except as and to the extent in the ordinary course of business consistent with past practice, increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any new equity awards or offer of employment to any Employee, (xii) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan, to the extent not already provided in Article IV any such Benefit Plan, (xiii) permit the insurance coverage under any Insurance Policy to expire or be canceled, (xiv) voluntarily incur any material liability except in the ordinary course of the Parent Schedulesbusiness, or (iiixv) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld agree or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries commit to do any of the following:. For purposes of this Section 6.1, a “Material Contract” shall mean any Major Project Contract, any Acquired Companies Agreement or any contract entered into in the ordinary course of business that (x) requires payments by or to any such Person in excess of $500,000 in the aggregate, or (y) does not provide, either, that the term thereof is three (3) months or less, or that it may be terminated without liability on three (3) months or less notice. Notwithstanding the foregoing, upon prior consultation with Buyer, Seller may, from the date hereof and prior to the Closing, take or cause to be taken any such action with respect to the Project Facilities which Seller in good faith determines is necessary, appropriate and advisable to respond to emergency or similar conditions or, in accordance with prudent utility practice to avoid substantial impairment to the Project Facilities. Seller shall give Buyer prompt notice of Seller’s taking any such action and, to the extent practicable under the circumstances, advance notice thereof. On or prior to the Closing, Seller shall assign or cause to be assigned at Seller’s sole cost and expense any contracts relating solely to the business of any Target Entity to which Seller or any Affiliates or Subsidiaries of Seller is a party to the appropriate Project Company or Acquired Company, except as otherwise provided herein.

Conduct of Business. During (a) Except as set forth in Section 6.01 of the Company Disclosure Letter, expressly contemplated, required or permitted by this Agreement, required by Law or consented to in writing by Parent (which consent shall not be unreasonably conditioned, withheld or delayed), during the period from the date of this Agreement and continuing until the to earlier of the Effective Time and the valid termination of this Agreement pursuant to in accordance with its terms or the Effective Timeterms, the Company shall, and shall cause each Company Subsidiary to, (which for x) conduct its business in the purposes ordinary course consistent with past practice, (y) use commercially reasonable efforts to preserve substantially intact its current business organization and to preserve its relationships with each of this Article IV shall include the customers, key employees, suppliers, licensors, licensees, lessors and others with whom the Company and the Company Subsidiaries has material business dealings and (z) comply with applicable Law, in each case consistent with past practice. Without limiting the generality of its subsidiaries) the foregoing (and Parent (which for notwithstanding anything in the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeforegoing to the contrary), except (i) as set forth in Section 6.01 of the Company Disclosure Letter, expressly contemplated, permitted or required by this Agreement, (ii) required by Law or consented to in the case of the Company as provided in Article IV of the Company Schedules and in the case of writing by Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions delayed, except that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services cases of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except clauses (i), (ii), (iii), (iv), (v), (vii), (viii), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii), (xviii), (xxi), (xxii), (xxiii), (xxiv) and (xxv) (in the case of clause (xxv) to the Company as provided extent it relates to any of the foregoing clauses) of this Section 6.01, such consent shall be in Article IV Parent's sole discretion, in each case, subject to any exceptions to such requirement set forth in Section 6.01 of the Company SchedulesDisclosure Letter), (ii) in during the case period from the date of Parent as provided in Article IV this Agreement to the earlier of the Parent SchedulesEffective Time and the valid termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit any Company Subsidiary to, directly or indirectly, do, or (iii) as required by this Agreementagree to do, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:

Conduct of Business. During the period from between the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms in accordance with Section 8.1.4 or the Effective TimeClosing Date (the “Pre-Closing Period”), except as otherwise expressly provided for in this Agreement or the Company (which for Disclosure Letter or except to the purposes of this Article IV extent Buyer otherwise consents in writing, Sellers shall include the Company and cause each of its subsidiariesthe Acquired Companies to: (a) and Parent be operated in the ordinary course of business, consistent with past practice, (which for the purposes of this Article IV shall include Parent and each of its subsidiariesb) agree, except use commercially reasonable efforts to (i) as required by this Agreementpreserve intact its respective business organizations, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, independent contractors and others other Persons having business dealings with it, all with the intent of preserving substantially unimpaired its goodwill and ongoing businesses at and after the Closing, (c) to pay its liabilities, Taxes and other obligations consistent with the Company’s past practices (other than liabilities, Taxes and other obligations, if any, contested in good faith and for which it has business dealings. In additionreserves have been established in accordance with GAAP), except and (id) maintain in full force and effect all Permits used in the case conduct of the Company its business as provided presently conducted and otherwise conduct all activities related to its assets, properties and business in Article IV accordance in all material respects with all Laws or Orders of the Company Schedulesany Governmental Authority, (ii) in the case of Parent including without limitation by timely filing all required reports or other submissions. Except as provided in Article IV of the Parent Schedules, or (iii) as required expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard delayed), take or agree in writing or otherwise to actions take, any action that would be reasonably necessary carry on the business of Parent or Company, as applicable, result in the ordinary course, as a standalone entity if the Merger were not consummated) occurrence of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:: {P02534_X101.HTM;8}

Conduct of Business. (a) During the period from the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant in accordance with its terms, subject to its terms or the Effective TimeSection 7.1(c), the Company (which for the purposes of this Article IV shall include Blocker and the Company and each its Subsidiaries may (1) subject to Section 7.1(a)(iii), use all available Cash to repay any Indebtedness and make Cash distributions or dividends and (2) enter into and/or pay any cash bonus arrangements with employees of the Company and its subsidiariesSubsidiaries so long as such bonuses (x) and Parent are included in the calculation of the Net Working Capital Amount or Transaction Expenses or paid prior to the Closing, (which y) are not included for the purposes of this Article IV Section 7.12 and (z) shall include Parent and each of its subsidiaries) agreenot, except (i) as required by this Agreement, (ii) in the case of any employee who is a party to a Senior Management Agreement, cause such employee's bonus opportunity for purposes of determining such employee's "Post-Sale Compensation" pursuant to the Company as provided in Article IV relevant Senior Management Agreement to exceed the amount set forth opposite such employee's name on Section 7.1(a) of the Company Schedules and in Disclosure Schedule. Except as expressly contemplated or permitted by this Agreement (including the case of Parent as provided in Article IV consummation of the Parent SchedulesRestructuring Transactions and the foregoing sentence), as required by applicable Law or (iiias contemplated by Section 7.1(a) to of the extent that Disclosure Schedule, during the other party shall period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, unless Purchaser otherwise consent consents (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned), (x) the Company shall, and shall cause its Subsidiaries to, (A) use reasonable best efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, conduct its and their respective businesses in all material respects in the ordinary course, as a standalone entity if the Merger were not consummatedcourse and (B) in writing, to carry on use its business and their respective reasonable best efforts in the ordinary coursecourse of business to preserve the Company's business organization intact in all material respects, in substantially provided that no action by the same manner as heretofore conducted and in compliance Company or its Subsidiaries with all applicable laws and regulationsrespect to matters specifically addressed by any provision of this Section 7.1(a) shall be deemed a breach of this Section 7.1(a), to pay its debts and taxes when due subject to good faith disputes over unless such debts action would constitute a breach of one or taxes, to pay or perform other material obligations when due subject to good faith disputes over more of such obligationsprovisions, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (iy) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries Subsidiaries to do any of the followingnot:

Conduct of Business. During the period from From the date of this the Original Agreement until Closing, Weather I has and continuing until the earlier of the termination of this Agreement pursuant to shall, and has and shall cause its terms or the Effective TimeSubsidiaries to, the Company (which for the purposes of this Article IV and Weather II has and shall include the Company cause Weather I and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required expressly contemplated or permitted by this AgreementAgreement (including, for the avoidance of doubt, as contemplated by the Refinancing Plan, the Spin-Off Plan and the Wind Hellas Spin-Off), or (ii) in the case of transactions listed on Annex 6.1(a)(i), which shall require prior consultation with, but not the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesconsent of, VimpelCom, or (iii) the transactions specified in the the budgets, business plans or forecasts of Weather I attached as Annex 6.1(a)(ii) (the “Weather I Budget”), provided that, for purposes of this Agreement, the issuance of debt by any member of the Globalive group shall be deemed not to be in the Weather I Budget, or (iv) as required by applicable Law, licenses or Permits or (v) to the extent that the other party VimpelCom shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to delayed), carry on the business of Parent or Company, as applicable, their respective businesses in the usual, regular and ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its course of business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance consistent with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, past practice and use its commercially reasonable efforts consistent with past practices and policies to (x) preserve intact its their present business organizationorganizations and (y) maintain their material Permits. Without limiting the generality of the foregoing, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In additionduring such period, except (i) in the case of the Company as provided in Article IV of the Company Schedulesexpressly required by applicable Law, licenses or Permits, (ii) in by contracts entered into before the case of Parent as provided in Article IV date of the Parent SchedulesOriginal Agreement, or (iii) as required expressly contemplated or permitted by this AgreementAgreement (including, without for the avoidance of doubt, as contemplated by the Refinancing Plan, the Spin-Off Plan and the Wind Hellas Spin-Off), or (iv) the transactions listed on Annex 6.1(a)(i), which shall require prior written consultation with, but not the consent of, VimpelCom, or (v) the transactions specified in the Weather I Budget, or (vi) to the extent VimpelCom shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companydelayed), as applicableWeather I has not and shall not, in the ordinary course, as a standalone entity if the Merger were and has not consummated) of the other, neither the Company nor Parent and shall do not permit any of the followingits Subsidiaries to, and neither the Company nor Parent Weather II shall not permit its subsidiaries to do Weather I or any of the followingits Subsidiaries to:

Conduct of Business. During the period from After the date of this Agreement and continuing until the earlier of the termination of Effective Time or until this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeis terminated as herein provided, except (i) as required expressly contemplated or permitted by this Agreement, as required by Law (iiincluding the Pandemic Measures), as required by any Regulatory Agencies, or as consented to in writing by First Internet (which consent will not be unreasonably withheld, conditioned, or delayed), each of First Century and its Subsidiaries shall: (1) carry on its business diligently, substantially in the case of the Company manner as provided in Article IV of the Company Schedules is presently being conducted and in the case ordinary course of Parent as provided in Article IV business consistent with past practices; (2) use commercially reasonable efforts to preserve its business organization intact, keep available the services of the Parent Schedulespresent officers and employees, and preserve its present relationships with customers and Persons having business dealings with it; (3) use commercially reasonable efforts to maintain all of the properties and assets that it owns or utilizes in the operation of its business as currently conducted in good operating condition and repair, reasonable wear and tear excepted (including, without limitation, installing any upgrades or patches and performing other recommended or required maintenance of its Software); (4) maintain its books, records, and accounts in the usual, regular, and ordinary manner, on a basis consistent with prior years and in compliance in all material respects with all statutes, laws, rules, and regulations applicable to them and to the conduct of its business; (5) not knowingly do or fail to do anything which will cause a breach of, or default in, any contract, agreement, commitment, obligation, understanding, arrangement, lease, or license to which it is a party or by which it is or may be subject or bound; and (iii6) take no action that would reasonably be expected to adversely affect or materially delay the extent that ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Authority required for the other party shall otherwise transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Specifically, by way of example but not limitation, after the date of this Agreement and until the Effective Time or until this Agreement is terminated as herein provided, except as expressly contemplated or permitted by this Agreement, as required by Law (including the Pandemic Measures), or as required by any Regulatory Agencies, First Century will not, and will cause its Subsidiaries to not, without the prior written consent (of First Internet, which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companydenied, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Scheduleswithheld, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms (the “Interim Period”), Wejo shall, and shall cause its Subsidiaries to, except as contemplated or permitted by this Agreement or the Effective Timeother Transaction Agreements, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case set forth on Schedule 7.01 of the Company as provided in Article IV of the Company Wejo Disclosure Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) consented to the extent that the other party shall otherwise consent by VOSO (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary coursecourse of business. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent Wejo or any of its Subsidiaries from taking or failing to take any action, including the establishment of any policy, procedure or protocol, in substantially response to COVID-19 or any COVID-19 Measures and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the same manner ordinary course of business and (z) no such actions or failure to take such actions shall serve as heretofore conducted and in compliance with all applicable laws and regulationsa basis for VOSO to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided, that, to pay its debts the extent practicable, Wejo shall provide VOSO with prior written notice and taxes when due subject consult with VOSO prior to good faith disputes over taking such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available actions. Without limiting the services generality of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In additionthe foregoing, except (i) in as contemplated or permitted by this Agreement or the case other Transaction Agreements, as set forth on Schedule 7.01 of the Company as provided in Article IV of the Company Wejo Disclosure Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required consented to by this Agreement, without the prior written consent VOSO (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent denied), or Companyas required by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent Wejo shall do any of the followingnot, and neither Wejo shall cause its Subsidiaries not to, during the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period, except as otherwise contemplated by this Agreement:

Conduct of Business. During the period from the date of hereof to the Closing, except as otherwise contemplated by this Agreement or as Buyer otherwise agrees in writing in advance, Seller shall own, operate and continuing until the earlier of the termination of this Agreement pursuant use, and shall cause its Affiliates to its terms or the Effective Timeown, operate and use, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) Transferred Assets in the case of Ordinary Course and use its reasonable best efforts to preserve intact the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, Transferred Assets and use its commercially reasonable efforts consistent to maintain existing relations with past practices its customers (limited to all customers that are parties to any of the Transferred Contracts); provided, however, that nothing contained in this Agreement shall preclude Seller and policies its Affiliates from terminating the employment of employees of Seller and its Affiliates who are not Applicable Employees or Key Employees from the date hereof. Unless otherwise in compliance with the preceding sentence, during the period from the date hereof to preserve intact its present business organizationthe Closing, keep available the services Seller shall not, and shall cause each of its present officers and employees and preserve its relationships Affiliates not to, with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except respect to the Business: (i) incur, create or assume any Encumbrance on any of its Transferred Assets other than a Permitted Encumbrance; (ii) sell, lease, license, transfer or dispose of any Transferred Asset (other than Inventory in the case Ordinary Course of Business and in a manner that will permit Seller to comply with its obligations under Section 5.13) other than to an entity that is part of the Company as provided CP Secure Group; (iii) offer any special pricing or special terms to induce purchases by customers prior to the Closing except in Article IV the Ordinary Course of Business; (iv) terminate or extend or modify any Transferred Contract unless it is necessary to modify such Transferred Contract, in a manner not adverse to Buyer or its Affiliates, in order to transfer the Transferred Contract to Buyer or its Affiliates in accordance with this Agreement; (v) enter into any contract, arrangement or commitment (including with respect to the Business or the Transferred Assets) other than in the Ordinary Course of Business; (vi) dispose of or permit to lapse any rights in, to or for the use of any Transferred IT Assets or Transferred IP, or disclose to any Person not an Employee any Transferred IT Assets or Transferred IP not heretofore a matter of public knowledge, except pursuant to any Contract existing on the date hereof and disclosed to Buyer or judicial or administrative process; (vii) (i) increase the compensation of any of the Company Schedulesemployees or independent contractors of the Business, (ii) pay or agree to pay or increase or agree to increase any bonus, pension, retirement allowance, severance, retention or other employee benefit, or make any new equity award, not already required or provided for under any existing plan, agreement or arrangement to any director, officer, employee or independent contractor, (iii) except as required by applicable Law, establish, adopt, terminate or amend in the case of Parent as provided any respect any such plan, agreement or arrangement, other than amendments that result in Article IV of the Parent Schedulesde minimis additional expense, or (iiiiv) as required by this Agreementhire any employee or individual independent contractor with annual compensation in excess of $75,000, without other than to fill vacancies arising in the prior written consent Ordinary Course of Business at compensation levels not in excess of those prevailing in the market and in any event not at an annual compensation level that exceeds 110% of the annual compensation of the departed employee; (which consent shall not be unreasonably withheld viii) assume or delayed with regard enter into any labor or collective bargaining agreement relating to actions the Business, the Transferred Assets or the Employees; (ix) settle any claims, actions, arbitrations, disputes or other proceedings (1) that would be reasonably necessary carry on the business of Parent restrict Seller or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of its Affiliates in any respect material to the followingTransaction, and neither the Company nor Parent shall permit its subsidiaries to do any of Transferred Assets or the following:Business or

Conduct of Business. During Except as expressly set forth in this Agreement (including with respect to the exercise of the board of directors’ fiduciary duties in Section 9.3(e) herein), the Plan Support Agreement, the Plan or with the prior written consent of the Requisite Commitment Parties (requests for which, including related information, shall be directed to the counsel and financial advisors designated by the Commitment Parties), which consent shall not be unreasonably withheld, conditioned, or delayed, during the period from the date of this Agreement and continuing until to the earlier of the termination of Closing Date and the date on which this Agreement pursuant to is terminated in accordance with its terms or (the Effective Time, “Pre-Closing Period”): (a) the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or CompanyDebtors to, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, respects and use its commercially reasonable efforts consistent with past practices and policies to to: (i) preserve intact its present business organizationbusiness, keep available the services of its present officers and employees and (ii) preserve its material relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having material business dealings with which it has business dealings. In addition, except (i) in the case any of the Company as provided Debtors in Article IV of the Company Schedulesconnection with their business, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or and (iii) as file Company SEC Documents within the time periods required under the Exchange Act, in each case in accordance with ordinary course practices; (b) each of the Debtors shall not enter into any transaction that is material to the Debtors’ business other than (A) transactions in the ordinary course of business that are consistent with prior business practices of the Debtors, (B) other transactions after prior notice to the Commitment Parties to implement tax planning which transactions are not reasonably expected to materially adversely affect any Commitment Party and (C) transactions expressly contemplated by this Agreementthe Transaction Agreements; and (c) the Debtors shall consult with the advisors to the Commitment Parties with respect to any amendment, without modification, termination, waiver, supplement, replacement, restatement, reinstatement, or other change to any Material Contract. For the avoidance of doubt, the following shall be deemed to occur outside of the ordinary course of business of the Debtors and shall require the prior written consent of the Requisite Commitment Parties unless the same would otherwise be expressly provided for under the Plan Support Agreement, the Plan or this Agreement (including the preceding clause (B) or (C)): (1) entry into, or any amendment, modification, waiver, supplement or other change to, any employment agreement to which any of the Debtors is a party or any assumption of any such employment agreement in connection with the Chapter 11 Cases; (2) any (x) termination by any of the Debtors without cause or (y) reduction in title or responsibilities, in each case, of the individuals who are as of the date of this Agreement the Chief Executive Officer, the Chief Financial Officer, or the Senior Vice President of Operations of the Company; and (3) the adoption or amendment of any management or employee incentive or equity plan by any of the Debtors. Following a request for consent of the Requisite Commitment Parties under this Section 6.3 by or on behalf of the Debtors, if the consent of the Requisite Commitment Parties is not obtained or declined within five (5) Business Days following the date such request is made in 17-13193-mew Doc 542-3 Filed 08/29/18 Entered 08/29/18 19:09:16 Exhibit C: A&R Commitment Agreement Pg 27 of 60 writing and delivered to the Commitment Parties (which notice will be deemed delivered if given in writing to the counsel and financial advisors designated by the Commitment Parties), such consent shall not be unreasonably withheld deemed to have been granted by the Requisite Commitment Parties. Except as otherwise provided in this Agreement, nothing in this Agreement shall give the Commitment Parties, directly or delayed indirectly, any right to control or direct the operations of the Debtors. Prior to the Closing Date, the Debtors shall exercise, consistent with regard to actions that would be reasonably necessary carry on the terms and conditions of this Agreement, complete control and supervision of the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Debtors.

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall include shall, and the Company and each of shall cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required contemplated or permitted by this AgreementAgreement or the other Transaction Agreements, (ii) in the case of the Company as provided in Article IV set forth on Schedule 7.01 of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) consented to the extent that the other party shall otherwise consent by AAC (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary coursecourse of business (including, for the avoidance of doubt, recent past practice in substantially light of COVID-19; provided that any action taken, or omitted to be taken that relates to, or arises out of, COVID-19 shall be deemed to be in the same manner ordinary course of business). Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Company or any of its Subsidiaries from taking or failing to take any action in response to COVID-19 or any COVID-19 Measures, including the establishment of any policy, procedure or protocol, and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business, and (z) no such actions or failure to take such actions shall serve as heretofore conducted and in compliance with all applicable laws and regulationsa basis for AAC to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided that to the extent practicable, prior to pay its debts and taxes when due subject to taking any such material actions the Company shall use good faith disputes over efforts to provide written notice to AAC and consult with AAC on such debts or taxesactions or, to pay or perform other material obligations when due subject to good faith disputes over such obligationsif not practicable, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available shall provide written notice reasonably promptly thereafter. Without limiting the services generality of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In additionthe foregoing, except (i) in as contemplated or permitted by this Agreement or the case of the Company other Transaction Agreements, as provided in Article IV set forth on Schedule 7.01 of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required consented to by this Agreement, without the prior written consent AAC (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent denied), or Companyas required by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period, except as otherwise contemplated by this Agreement:

Conduct of Business. During (a) Except as set forth in Section 6.01 of the Company Disclosure Letter, expressly contemplated, required or permitted by this Agreement, required by Law or consented to in writing by Parent (which consent shall not be unreasonably conditioned, withheld or delayed), during the period from the date of this Agreement and continuing until the to earlier of the Effective Time and the valid termination of this Agreement pursuant to in accordance with its terms or the Effective Timeterms, the Company shall, and shall cause each Company Subsidiary to, (which for x) conduct its business in the purposes ordinary course consistent with past practice, (y) use commercially reasonable efforts to preserve substantially intact its current business organization and to preserve its relationships with each of this Article IV shall include the customers, key employees, suppliers, licensors, licensees, lessors and others with whom the Company and the Company Subsidiaries has material business dealings and (z) comply with applicable Law, in each case consistent with past practice. Without limiting the generality of its subsidiaries) the foregoing (and Parent (which for notwithstanding anything in the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeforegoing to the contrary), except (i) as set forth in Section 6.01 of the Company Disclosure Letter, expressly contemplated, permitted or required by this Agreement, (ii) required by Law or consented to in the case of the Company as provided in Article IV of the Company Schedules and in the case of writing by Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions delayed, except that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services cases of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except clauses (i), (ii), (iii), (iv), (v), (vii), (viii), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii), (xviii), (xxi), (xxii), (xxiii), (xxiv) and (xxv) (in the case of clause (xxv) to the Company as provided extent it relates to any of the foregoing clauses) of this Section 6.01, such consent shall be in Article IV Parent’s sole discretion, in each case, subject to any exceptions to such requirement set forth in Section 6.01 of the Company SchedulesDisclosure Letter), (ii) in during the case period from the date of Parent as provided in Article IV this Agreement to the earlier of the Parent SchedulesEffective Time and the valid termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit any Company Subsidiary to, directly or indirectly, do, or (iii) as required by this Agreementagree to do, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:

Conduct of Business. During Except (a) as set forth on Schedule 5.1, (b) as required by applicable Legal Requirement, (c) as otherwise expressly required or permitted by this Agreement, or (d) with the period prior written consent of Gulliver Media (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, the Cox TMI and Company (which for the purposes of this Article IV shall, and shall include the cause Company Sub and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeTravel Channel Entities to, except (i) as required by this Agreementconduct the Business in the Ordinary Course in all material respects, (ii) use commercially reasonable efforts to preserve intact their business organizations and operations in all material respects, including, without limitation, operating the case of the Company as provided Business in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesmaterial compliance with all Legal Requirements, or (iii) use commercially reasonable efforts to preserve their goodwill and relationships with customers, employees, advertisers, suppliers, licensors, distributors and others having business dealings with them, in all material respects, and (iv) use commercially reasonable efforts to maintain all Material Business Contracts for the distribution of the Network by any multi-channel video provider existing as of the date of this Agreement (except to the extent that any such Material Business Contract expires by its terms). Notwithstanding the foregoing and for the avoidance of doubt, except as set forth on Schedule 5.1, from or after the date of this Agreement until the Closing, (x) no Material Business Contract (other party shall otherwise than a Material Affiliation Agreement) may be entered into, amended, modified or renewed in any material respect or terminated (other than by permitting the term of such Material Business Contract to expire in accordance with its terms), in each case other than in the Ordinary Course without Gulliver Media’s consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed delayed) and (y) no Material Affiliation Agreement may be amended or modified in any material respect or terminated (other than by permitting the term of such Material Affiliation Agreement to expire in accordance with regard to actions that would be reasonably necessary to carry on the business of Parent or its terms) without Gulliver Media’s consent and (z) nothing contained in this Agreement shall prohibit Company, as applicableCompany Sub or the Travel Channel Entities on or after the date of this Agreement until the Closing from distributing cash to their respective members, in the ordinary courseincluding Cox TMI, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxesthe provisions of the following sentence. From the date hereof through the Closing, Cox TMI shall cause the Travel Channel Entities to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except maintain working capital (iexcluding cash) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Ordinary Course.

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing Date, Seller agrees to continue to operate the Business in the usual and ordinary course. The Seller shall use its best efforts to preserve intact the business organization, the Company (which for Acquired Assets and the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case goodwill of the Company as provided in Article IV of Seller and its employees, customers, suppliers and others having business relations with the Company Schedules and in Seller with respect to the case of Parent as provided in Article IV of the Parent Schedules, or Acquired Assets. Seller agrees that it will (iii) except to the extent that the other party Buyer shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to in writing) carry on the business of Parent or Company, as applicable, Business in the usual, regular and ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsconducted, and, to pay its debts and taxes when due subject to good faith disputes over such debts or taxesthe extent consistent with the Business, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially all reasonable efforts consistent with past practices practice and policies to preserve intact its Seller’s present business organizationorganizations, keep available the services of its present officers and key employees and preserve its their relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with which it has business dealingsit, all with the goal of preserving unimpaired the Acquired Assets, including without limitation, goodwill of the Business at the Closing Date. In addition, except (i) Seller shall promptly notify Buyer of any event or occurrence or emergency not in the case ordinary course of the Company business, and any event that could have a Material Adverse Effect. Except as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required expressly contemplated by this Agreement, without the prior written consent (of Buyer, which consent shall not and be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companydelayed, as applicableSeller shall not, except in the ordinary coursecourse of business consistent with past practice, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither following related to the Company nor Parent shall permit its subsidiaries to do any of the followingBusiness:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required expressly contemplated by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, set forth on Schedule 7.01 or (iii) consented to the extent that the other party shall otherwise consent by Acquiror (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), (i) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary coursecourse of business consistent with past practice (including, for the avoidance of doubt, recent past practice in substantially light of COVID-19; provided that, any action taken, or omitted to be taken, that relates to, or arises out of, COVID-19 shall be deemed to be in the same manner as heretofore conducted ordinary course of business) and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent to continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses, establish reserves for uncollectible accounts and manage inventory in accordance with past practices custom and policies practice (including, for the avoidance of doubt, recent past practice in light of COVID-19; provided that, any action taken, or omitted to preserve intact its present business organizationbe taken, keep available that relates to, or arises out of, any COVID-19 shall be deemed to be in the services ordinary course of business). Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Company or any of its present officers Subsidiaries from taking or failing to take any action, including the establishment of any policy, procedure or protocol, in response to COVID-19 or any COVID-19 Measures and employees (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings(z) no such actions or failure to take such actions shall serve as a basis for Acquiror to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required contemplated by this Agreement, without as set forth on Schedule 7.01, in connection with a Permitted Recapitalization and the prior written consent Holdings Termination, as consented to by Acquiror in writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent denied), or Companyas required by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period, except as otherwise contemplated by this Agreement:

Conduct of Business. During the period from From the date of this Agreement and continuing until the Closing Date, or the earlier of the termination of this Agreement pursuant in accordance with its terms, Management (in its capacity as a Selling Shareholder, director or employee of an Acquired Company) shall and each Executing Selling Shareholder, solely in its capacity as a Selling Shareholder of the Company, shall exercise all rights attaching to its terms or the Effective Time, the Company Shares held by it, and all other powers of control (which for if any) it may have in relation to the purposes conduct of this Article IV shall include the affairs of the Company and to cause (so far as it is within its power to do so) each of its subsidiaries) and Parent (which for Acquired Company to, conduct their businesses in the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeordinary course consistent with past practice, except including using commercially reasonable efforts to (i) as required by this Agreementpreserve intact their respective present business organizations, (ii) maintain in effect Governmental Authorizations necessary for the case conduct of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesAcquired Companies’ business, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present each Acquired Company’s officers and employees employees, and preserve its (iv) maintain satisfactory relationships with the customers, supplierslenders, distributors, licensors, licensees suppliers of the Acquired Companies and others having a business relationship with which it has business dealingsthem. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required expressly contemplated by this Agreement, without Agreement or pursuant to the prior written consent of Purchaser (which unless the requirement to obtain Purchaser’s consent shall not be unreasonably withheld or delayed with regard to actions that in such instance would be reasonably necessary carry on a violation of Applicable Law), Management (in its capacity as a Selling Shareholder, director or employee of an Acquired Company) shall not, and shall cause each Acquire Company not to, and each Executing Selling Shareholder, solely in its capacity as a Selling Shareholder of the business of Parent or Company, as applicableshall exercise all rights attaching to the Company Shares held by it, and all other powers of control (if any) it may have in relation to the ordinary course, as a standalone entity if the Merger were not consummated) conduct of the other, neither affairs of the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit to cause (so far as it is within its subsidiaries power to do any of the followingso) each Acquired Company not to:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required expressly contemplated by this Agreement, (ii) set forth on Schedule 6.01 or consented to by the SPAC in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companydelayed), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course of business consistent with past practices and policies practice (provided that any action taken, or omitted to preserve intact its present be taken, that relates to, or arises out of, COVID-19 shall be deemed to be in the ordinary course of business organizationconsistent with past practice). Notwithstanding anything to the contrary contained herein, keep available nothing herein shall prevent the services Company or any of its present officers Subsidiaries from taking or failing to take any action, including the establishment of any policy, procedure or protocol, in specific response to COVID-19 or any COVID-19 Measures, and employees (x) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business consistent with past practice and preserve its relationships with customers, suppliers, distributors, licensors, licensees shall not require prior written consent of the SPAC pursuant to the subsequent sentence of this Section 6.01 and others with which it has business dealings(y) no such actions or failure to take such actions in specific response to COVID-19 or any COVID-19 Measures shall serve as a basis for the SPAC to assert that any of the conditions to the Closing contained herein have not been satisfied. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required contemplated by this Agreement, without any other Transaction Agreement, the prior written consent Pre-Closing Step Plan or the Closing Step Plan, as set forth on Schedule 6.01, as consented to by the SPAC in writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent delayed), or Companyas required by Applicable Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period:

Conduct of Business. During Except as provided in this Agreement, in the period Working Agreement, or as may otherwise be agreed upon by the Buyer (which approval shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement and continuing until hereof through the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing Date, the Company (which for the purposes of this Article IV Seller shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreementwith respect to the Branches, use its best efforts to preserve and maintain for the benefit of the Buyer its business operations and business relationship with depositors, customers, and others having business relationships with it and whose accounts shall be retained at the Branches and shall not transfer any of such accounts to any of Seller’s other branches, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, continue to carry on its business operations at the Branches, including with respect to services and hours of operation, rates offered on Deposits and its interest rate or fee pricing policies with respect to the Loans and the Overdraft Protection Loans, until the Closing in the ordinary coursecourse of business, consistent with prudent business practices in substantially the same manner as heretofore conducted market in which the Branches operates; (iii) underwrite and administer the Loans and the Overdraft Protection Loans in compliance the ordinary course of its business in accordance with all its customary practices and applicable laws and regulations; (iv) maintain the Branches in its current condition, to ordinary wear and tear excepted; (v) not increase the salaries, remuneration, severance, benefits, or compensation of, or pay its debts and taxes when due subject to good faith disputes over such debts or taxesany bonus to, to pay or perform other material obligations when due subject to good faith disputes over such obligationsthe Employees, and use its commercially reasonable efforts except in the ordinary course of business consistent with past practices and policies to preserve intact its present business organizationpractices, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedulesmay be required by applicable law, or (iii) as required by any Benefit Plans applicable to employees of the Seller generally; and (vi) use its best efforts to effect an orderly transition and transfer of the Branches, its business and its customers from Seller to Buyer. The Seller will notify the Buyer of any event of which the Seller obtains knowledge which would make any of its representations under Article 4 of this AgreementAgreement false in any respect. Notwithstanding the foregoing, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicableSeller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market area of the Branches. Nothing herein shall be construed as requiring the Seller to engage in any activities or efforts outside the ordinary course, course of business as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:presently conducted.

Conduct of Business. During the period from the date of this Agreement and continuing until to the earlier of Closing Date (except as otherwise expressly provided by the termination terms of this Agreement pursuant (including the Disclosure Letter), the PSA, the Plan or any other order of the Bankruptcy Court entered on or prior to its terms or the Effective Timedate hereof in the Chapter 11 Cases), the Company and its Subsidiaries shall carry on their businesses in the ordinary course (subject to any actions which for are consistent with the purposes Transformation Plan) and, to the extent consistent therewith, use their commercially reasonable efforts to preserve intact their current business organizations, keep available the services of this Article IV shall include their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with the Company or its Subsidiaries. Without limiting the generality of the foregoing, except as set forth in the Disclosure Letter, on and after the date on which the Business Plan is approved and accepted by AXXX and Dolce, the Company and its Subsidiaries shall carry on their businesses in all material respects in accordance with such Business Plan and shall not enter into any transaction that would be inconsistent with such Business Plan and shall use its commercially reasonable efforts to effect such Business Plan. Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted by this Agreement (including the Disclosure Letter), the PSA, the Plan or any other order of the Bankruptcy Court entered as of the date hereof in these Chapter 11 Cases, prior to the Closing Date, the Company shall not, and shall cause its Subsidiaries not to, take any of the following actions without the prior written consent of each of its subsidiaries) AXXX and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeDolce, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:

Conduct of Business. During (a) The Company covenants and agrees that, except as described in Section 5.01(a) of the period from Company Disclosure Schedules or as otherwise permitted by this Agreement (and subject to the limitations on conduct set forth in this Section 5.01), between the date of this Agreement hereof and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Effective Time, none of the Company or any of its Subsidiaries shall conduct their business other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Company Disclosure Schedules, the Company shall, and shall cause each of its Subsidiaries to, (which i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable efforts to (A) preserve intact its business organizations and the purposes business organization of this Article IV shall include the Company's business, (B) keep available to the Company the services of the employees of the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this AgreementSubsidiaries, (iiC) continue in the case full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company as provided in Article IV of the Company Schedules or its Subsidiaries, business or assets and in the case of Parent as provided in Article IV of the Parent Schedules, or (iiiD) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its current relationships with its customers, suppliers, distributors, licensors, licensees suppliers and others other persons with which it has significant business dealings. In additionrelationships; (iv) exercise, except but only after notice to Zoi and receipt of Zoi's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases which by their terms would otherwise expire; (iv) not make an offer of employment to any Person without the approval of Zoi and (vi) not engage in the case any practice, take any action, fail to take any action or enter into any transaction with knowledge that it would or could reasonably be expected to cause any representation or warranty of the Company as provided to be untrue in Article IV any material respect or result in a material breach of any covenant made by the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:.

Conduct of Business. During the period from From the date of hereof to the Closing, except as expressly permitted or required by this Agreement and continuing until or as otherwise consented to by the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeBuyer in writing, the Company (which for the purposes of this Article IV shall include Seller agrees to use its commercially reasonable efforts to cause the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except to (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business Business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsconducted, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its in all material respects the present business organizationorganization of the Company, maintain the properties thereof in good operating condition and repair, keep available the services of its the present officers and significant employees thereof, and preserve its relationships the relationship with customerscustomers thereof, suppliers, distributors, licensors, licensees suppliers thereof and others having business dealings with the Company; and (ii) not take any action or omit to take any action, which it has business dealingsaction or omission would result in a breach of any of the representations and warranties of the Seller and the Company set forth herein that would entitle the Buyer to terminate this Agreement under Section 6.1. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedulesset forth on Schedule 4.1, (ii) in the case of Parent as provided in Article IV of the Parent Schedulesmay be required by any Material Contract, or (iii) as may be reasonably required by this Agreementto satisfy the condition set forth in Section 5.1.5, neither the Company, nor with respect to the Business, the Seller, shall, without the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on conditioned): (i) authorize, issue, sell or transfer any capital stock of the business Company or any other securities of Parent or the Company, as applicableincluding any securities convertible or exercisable into or exchangeable for any capital stock or other securities of, in the ordinary courseor any warrants, as a standalone entity if the Merger were not consummated) options or other rights to acquire any capital stock or other securities of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Company;

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company shall, and shall cause its Subsidiaries to, except as expressly contemplated by this Agreement (which including, for the purposes avoidance of doubt, any action taken by the Company or any Contract entered into by the Company in contemplation of or in connection with any Specified Third Party Transaction that is not prohibited by Section 9.03 of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeAgreement), except (i) as required set forth on Schedule 7.01 or expressly consented to in writing by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent Buyer (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), (i) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary coursecourse of business (including, for the avoidance of doubt, recent past practice in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and light of COVID-19); (ii) use its commercially reasonable efforts consistent to continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses, establish reserves for uncollectible accounts and manage inventory in accordance with past practices custom and policies to preserve intact its present business organizationpractice (including, keep available for the services avoidance of its present officers doubt, recent past practice in light of COVID-19); and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) use its commercially reasonable efforts to take the actions set forth on Schedule 7.01(iii). Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Company or any of its Subsidiaries from taking or failing to take any action in good faith, including the establishment of any policy, procedure or protocol, reasonably necessary or appropriate to comply with any COVID-19 Measures and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and (z) no such actions or failure to take such actions shall serve as required a basis for Buyer to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied. Without limiting the generality of the foregoing, except as contemplated by this Agreement, without the prior written consent as set forth on Schedule 7.01, as consented to by Buyer in writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent delayed), or Companyas required by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period, except as otherwise contemplated by this Agreement:

Conduct of Business. During the period from From the date of this the Original Agreement until Closing, VimpelCom covenants solely to Weather I and continuing until the earlier of the termination of this Agreement pursuant to Weather II that it has and shall, and has and shall cause its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required expressly contemplated or permitted by this AgreementAgreement (including, for the avoidance of doubt, as contemplated by the Refinancing Plan and the Spin-Off Plan), or (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulestransactions listed on Annex 6.2(a)(i), or (iii) the transactions specified in the budgets, business plans or forecasts of VimpelCom attached as Annex 6.2(a)(ii) (the “VimpelCom Budget”), or (iv) as required by applicable Law, license or Permit or (v) to the extent that the other party Weather I and Weather II shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to delayed), carry on the business of Parent or Company, as applicable, their respective businesses in the usual, regular and ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its course of business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance consistent with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, past practice and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its their present business organizationorganizations and (ii) maintain their material Permits. Without limiting the generality of the foregoing, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In additionduring such period, except (i) in the case of the Company as provided in Article IV of the Company Schedulesexpressly required by applicable Law, licenses or Permits (ii) in by contracts entered into before the case of Parent as provided in Article IV date of the Parent SchedulesOriginal Agreement, or (iii) as required expressly contemplated or permitted by this AgreementAgreement (including, without for the prior written avoidance of doubt, as contemplated by the Refinancing Plan and the Spin-Off Plan), or (iv) the transactions listed on Annex 6.2(a)(i), or (v) the transaction specified in the VimpelCom Budget, or (vi) to the extent Weather I and Weather II shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companydelayed), as applicable, in the ordinary course, as a standalone entity if the Merger were VimpelCom has and shall not consummated) of the other, neither the Company nor Parent and has not and shall do not permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

Conduct of Business. During the period from the date of this Agreement and continuing until to the earlier of the Effective Time and the valid termination of this Agreement pursuant to in accordance with its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeterms, except (i1) as required by this Agreementset forth in Schedule 6.1, (ii2) as consented to in the case of the Company as provided writing in Article IV of the Company Schedules and in the case of advance by Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed delayed), (3) as otherwise expressly permitted, required, or contemplated by this Agreement or as required by applicable Law, or (4) in connection with regard any reasonable action taken, or omitted to actions that would be reasonably necessary taken, pursuant to carry on the business of Parent any COVID-19 Measures or Companywhich is otherwise taken, as applicableor omitted to be taken, in reasonable response to COVID-19 in good faith (provided, that the ordinary courseCompany shall consult with Parent in good faith prior to taking such actions to the extent reasonably practicable under the circumstances), as a standalone entity if the Merger were not consummated) in writingCompany shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course of business consistent with past practices practice and policies use reasonable best efforts to preserve intact its present business organization, preserve its assets, rights and properties in good repair and condition, keep available the services of its present officers and current officers, employees and consultants and preserve its goodwill and maintain its relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having business dealings with which it has business dealingsit. In additionaddition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier of the Effective Time and the valid termination of this Agreement in accordance with its terms, except (i1) as set forth in the case corresponding subsection of the Company as provided in Article IV of the Company SchedulesSchedule 6.1, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii2) as required consented to in writing in advance by this Agreement, without the prior written consent Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed delayed), (3) as otherwise expressly permitted, required, or contemplated by this Agreement or as required by applicable Law, or (4) in connection with regard any reasonable action taken, or omitted to actions that would be reasonably necessary carry on the business of Parent taken, pursuant to any COVID-19 Measures or Companywhich is otherwise taken, as applicableor omitted to be taken, in the ordinary coursereasonable response to COVID-19 in good faith (provided, as a standalone entity if the Merger were not consummated) of the other, neither that the Company nor shall consult with Parent in good faith prior to taking such actions to the extent reasonably practicable under the circumstances), the Company shall do not, and shall not permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

Conduct of Business. During Except (i) as set forth on Schedule 7.01, (ii) as required by any Law or Order, (iii) for any Exigency Action, (iv) as expressly permitted, required or contemplated by this Agreement or (v) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until to the earlier of the termination of Closing and the date on which this Agreement pursuant to its terms or is terminated in accordance with Article IX (the Effective Time“Pre-Closing Period”), the Company (which for Corporation shall, and the purposes of this Article IV Corporation shall include the Company and cause each of its subsidiariesSubsidiaries to use commercially reasonable efforts to (A) and Parent (which for conduct their respective businesses in the purposes ordinary course of 45 business in all material respects, it being understood that no action or inaction by the Corporation or any of its Subsidiaries with respect to the matters addressed by any of the provisions of the following sentence shall be deemed to be a breach of this Article IV shall include Parent sentence unless such action or inaction would constitute a breach of such other provisions and each (B) (1) preserve their respective business organizations, operations and goodwill and key employee, customer, vendor and other material business relationships and (2) operate in compliance in all material respects with applicable Law. Without limiting the generality of its subsidiaries) agreethe foregoing, and except (i) as required by this Agreementset forth on Schedule 7.01, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesrequired by any Law or Order, or (iii) to for any Exigency Action, (iv) as expressly permitted, required or contemplated by this Agreement or (v) with the extent that the other party shall otherwise prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on delayed) during the business of Parent or CompanyPre-Closing Period, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsCorporation shall not, and use shall cause its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall Subsidiaries not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingto:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, (ii) in connection with the case of the Company Internal Reorganization and Distribution or as provided consented to by Acquiror in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would delayed), or as may be reasonably necessary to carry on the business of Parent or Companyrequired by Law (including COVID-19 Measures), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated(i) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts to conduct and operate the Company Retained Business in the ordinary course consistent with past practices and policies practice in all material respects, (ii) use commercially reasonable efforts to preserve intact the current business organization and Company Retained Business, and maintain the existing relations and goodwill of the Company and its present business organizationSubsidiaries with customers, suppliers, distributors and creditors of the Company and its Subsidiaries, (iii) carry on the Company Retained Business in compliance in all respects with all applicable Laws, including without limitation, all applicable Health Care Laws, (iv) notify and consult with Acquiror prior to meeting with, or submitting any material correspondence to, the FDA or any other comparable Governmental Authority, other than routine correspondence as may be required in connection with any Permit and (v) use commercially reasonable efforts to keep available the services of its present officers and employees and preserve its relationships with customersofficers; provided, suppliersthat, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of each of the preceding clauses (i)-(v), during any period of full or partial suspension of operations related to COVID-19, or any similar national or international health concern, the Company may, in connection with therewith, take such actions in good faith as provided in Article IV are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company Schedulesor its Subsidiaries’ or (B) to respond to third-party supply or service disruptions caused thereby, including, but not limited to COVID-19 Measures, and any such actions taken (iior not taken) as a result of, in response to, or otherwise related to such health concerns shall be deemed to be taken in the case “ordinary course of Parent business” for all purposes of this Section 6.01 and not be considered a breach of this Section 6.01; provided, further, that following any such suspension, to the extent that the Company or any of its Subsidiaries took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, to resume conducting its business in the ordinary course of business consistent with past practice in all material respects as provided in Article IV soon as reasonably practicable. Without limiting the generality of the Parent Schedulesforegoing, or (iii) except as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, without the prior written consent Agreement or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would delayed), or as may be reasonably necessary carry on the business of Parent or Companyrequired by Law (including COVID-19 Measures), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period:

Conduct of Business. During the period from (a) From the date of this Agreement and continuing until the earlier of the Closing and the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as expressly required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, Agreement or (iii) to the extent that the other party shall otherwise consent Transaction Agreements, as set forth on Schedule 6.01, as consented to in writing by SPAC (which consent shall not be unreasonably conditioned, withheld or delayed with regard delayed), as required by applicable Law, or to actions that would be the extent reasonably necessary to carry on protect the business health and safety of Parent the employees of the Company and its Subsidiaries or Companyin response to COVID-19 Measures, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummateduse its commercially reasonable efforts to (x) in writing, to carry on conduct and operate its business in the ordinary course, course of business in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsrespects, and use (y) maintain the existing relations and goodwill of the Company and its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships Subsidiaries with customers, suppliers, distributorsjoint venture partners, licensors, licensees distributors and others with which it has business dealings. In addition, except (i) in the case creditors of the Company as provided and its Subsidiaries in Article IV all material respects. Without limiting the generality of the Company Schedulesforegoing, (ii) in during the case of Parent as provided in Article IV of the Parent SchedulesInterim Period, or (iii) except as required by this AgreementAgreement or the other Transaction Agreements, without the prior written consent as set forth on Schedule 6.01, as consented to in writing (with email being sufficient) by SPAC (which consent shall not be unreasonably withheld conditioned, withheld, or delayed with regard and which shall be deemed to actions that would be have been given if SPAC has not responded to any request for consent within 48 hours), as required by applicable Law, to the extent reasonably necessary carry on to protect the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) health and safety of the other, neither employees of the Company nor Parent and its Subsidiaries or in response to COVID-19 Measures or with respect to clause (ix) below, to the extent the Company provides SPAC prompt written notice of such action (with email being sufficient), the Company shall do any of the followingnot, and neither shall cause the Company nor Parent shall permit its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period:

Conduct of Business. During the period from After the date of this Agreement and continuing until the earlier of the termination of Effective Time or until this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeis terminated as herein provided, except (i) as required expressly contemplated or permitted by this Agreement, as required by Law (ii) in including the case of the Company Pandemic Measures), as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesrequired by any Regulatory Agencies, or (iii) as consented to the extent that the other party shall otherwise consent in writing by FFC (which consent shall will not be unreasonably withheld withheld, conditioned, or delayed with regard to actions that would be reasonably necessary to carry on the business delayed), each of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummatedHBI and its Subsidiaries shall: (1) in writing, to carry on its business diligently, substantially in the manner as is presently being conducted and in the ordinary course, in substantially the same manner as heretofore conducted and in compliance course of business consistent with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and past practices; (2) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizationorganization intact, keep available the services of its the present officers and employees and preserve its present relationships with customerscustomers and Persons having business dealings with it; (3) use commercially reasonable efforts to maintain all of the properties and assets that it owns or utilizes in the operation of its business as currently conducted in good operating condition and repair, suppliersreasonable wear and tear excepted (including, distributorswithout limitation, licensorsinstalling any upgrades or patches and performing other recommended or required maintenance of its Software); (4) maintain its books, licensees records and others accounts in the usual, regular and ordinary manner, on a basis consistent with prior years and in compliance in all material respects with all statutes, laws, rules, and regulations applicable to them and to the conduct of its business; (5) not knowingly do or fail to do anything which will cause a breach of, or default in, any contract, agreement, commitment, obligation, understanding, arrangement, lease, or license to which it has business dealingsis a party or by which it is or may be subject or bound; and (6) take no action that would reasonably be expected to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Authority required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. In additionSpecifically, by way of example but not limitation, after the date of this Agreement and until the Effective Time or until this Agreement is terminated as herein provided, except (i) in the case of the Company as provided in Article IV of the Company Schedulesexpressly contemplated or permitted by this Agreement, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this AgreementLaw (including the Pandemic Measures), or as required by any Regulatory Agencies, HBI will not, and will cause its Subsidiaries to not, without the prior written consent (of FFC, which consent shall not be unreasonably withheld denied, withheld, or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms (the “Interim Period”), Tempo and the Tempo Blockers shall, and Tempo shall cause its Subsidiaries to, except as contemplated or permitted by this Agreement or the Effective Time, the Company other Transaction Agreements (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case including consummation of the Company as provided in Article IV Blocker Pre-Closing Reorganization), set forth on Schedule 8.01 of the Company Tempo Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) consented to the extent that the other party shall otherwise consent by FTAC (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), (a) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary coursecourse of business (including, for the avoidance of doubt, recent past practice in light of COVID-19; provided that, any action taken, or omitted to be taken that relates to, or arises out of, COVID-19 shall be deemed to be in the ordinary course of business) and (b) use its reasonable best efforts to maintain its cash management practices, including continuing to accrue and collect accounts receivable, accruing and paying accounts payable and other expenses and establishing reserves for uncollectible accounts, in substantially each case, in accordance with past cash management practices (including, for the same manner avoidance of doubt, with respect to Tempo and its Subsidiaries and the Tempo Blockers, recent past practice in light of COVID-19; provided that, any action taken, or omitted to be taken, by Tempo or its Subsidiaries or the Tempo Blockers, that relates to, or arises out of, any COVID-19 Measures shall be deemed to be in the ordinary course of business of Tempo and its Subsidiaries and the Tempo Blockers; and provided further that the Tempo Blockers shall be permitted to use or distribute all of their respective cash). Notwithstanding anything to the contrary contained herein, nothing herein shall prevent Tempo or any of its Subsidiaries or the Tempo Blockers from taking or failing to take any action in response to COVID-19 or any COVID-19 Measures, including the establishment of any policy, procedure or protocol, and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and (z) no such actions or failure to take such actions shall serve as heretofore conducted and in compliance with all applicable laws and regulationsa basis for FTAC to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided, that, to pay its debts and taxes when due subject the extent practicable, prior to taking any such material actions Tempo or the Tempo Blockers, as the case may be shall use good faith disputes over efforts to provide written notice to FTAC and consult with FTAC on such debts or taxesactions or, to pay or perform other material obligations when due subject to good faith disputes over such obligationsif not practicable, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available shall provide written notice reasonably promptly thereafter. Without limiting the services generality of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In additionthe foregoing, except (i) in as contemplated or permitted by this Agreement or the case other Transaction Agreements, as set forth on Schedule 8.01 of the Company as provided in Article IV of the Company Tempo Schedules, (ii) actions with respect to the Blocker Pre-Closing Reorganization in accordance with Section 2.01, the case usage or distribution of Parent cash by the Tempo Blockers, as provided in Article IV of the Parent Schedules, or (iii) as required consented to by this Agreement, without the prior written consent FTAC (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent denied), or Companyas required by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent Tempo and each Tempo Blocker shall do any of the followingnot, and neither Tempo shall cause its Subsidiaries not to, during the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period, except as otherwise contemplated by this Agreement:

Conduct of Business. During Except as set forth in this Agreement or with the prior written consent of Requisite Commitment Parties (requests for which, including related information, shall be directed to the counsel and financial advisors to the Commitment Parties), during the period from the date of this Agreement and continuing until to the earlier of (1) the termination of Closing Date and (2) the date on which this Agreement pursuant to is terminated in accordance with its terms or (the Effective Time“Pre-Closing Period”), (a) the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, course and use its commercially reasonable best efforts consistent with past practices and policies to to: (i) preserve intact its present business organization, business; (ii) keep available the services of its present officers and employees and employees; (iii) preserve its material relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having material business dealings with which it has business dealings. In additionthe Company or its Subsidiaries in connection with their business; and (iv) with respect to the Company, except file Company SEC Documents (including, without limitation, its financial statements) with the SEC within the time periods required under the Exchange Act; and (b) the Company shall not, and shall not permit any of its Subsidiaries to, (i) enter into any transaction that is material to their business other than: (A) transactions in the case ordinary course of business and (B) transactions expressly contemplated by the Transaction Agreements or (ii) commit to or engage in new capital expenditures other than (A) those that are required pursuant to agreements to which the Company or its Subsidiaries are a party as of the date hereof that have been made available to the Commitment Parties and (B) in the ordinary course of business consistent with past practice. For the avoidance of doubt, the following shall be deemed to occur outside of the ordinary course of business of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without and shall require the prior written consent of the Requisite Commitment Parties to the extent not contemplated by the Transaction Agreements: (1) any material amendment, material modification, termination, material waiver, material supplement, material restatement or other material change to any Material Contract (other than any Material Contracts that are otherwise addressed by clause (3) below); (2) entry into, or any amendment, modification, termination (other than for cause), waiver, supplement or other change to, any employment agreement to which consent the Company or any of its Subsidiaries is a party or any assumption of any such employment agreement in connection with the Chapter 11 Cases; or (3) the adoption or material amendment of any management or employee incentive, retention, severance, or equity-based plan, program, policy, agreement or arrangement by any of the Debtors. Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall not be unreasonably withheld give the Commitment Parties, directly or delayed indirectly, any right to control or direct the operations of the Company and its Subsidiaries. Prior to the Closing Date, the Company and its Subsidiaries shall exercise, consistent with regard to actions that would be reasonably necessary carry on the terms and conditions of this Agreement, complete control and supervision of the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Subsidiaries.

Conduct of Business. During Except as set forth in this Agreement or the RSA or with the prior written consent of Requisite Commitment Parties, which consent shall not be unreasonably withheld, conditioned or delayed (requests for which, including related information, shall be directed to the counsel and financial advisors to the Commitment Parties), during the period from the date of this Agreement and continuing until to the earlier of (1) the termination of Closing Date and (2) the date on which this Agreement pursuant to is terminated in accordance with its terms or (the Effective Time“Pre-Closing Period”), (a) the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary coursecourse and, in substantially consistent with the same manner as heretofore conducted and in compliance with all applicable laws and regulationsRSA, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to to: (i) preserve intact its present business organization, business; (ii) keep available the services of its present officers and employees and employees; (iii) preserve its material relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having material business dealings with the Company or its Subsidiaries in connection with their business; and (iv) with respect to the Company, file Company SEC Documents (including, without limitation, its financial statements) with the SEC within the time periods required under the Exchange Act; and (b) the Company shall not, and shall not permit any of its Subsidiaries to, enter into any transaction that is material to their business other than: (A) transactions in the ordinary course of business; (B) other transactions after prior notice to the Commitment Parties and consent by the Requisite Commitment Parties to implement Tax planning and (C) transactions expressly contemplated by the RSA or the Transaction Agreements. For the avoidance of doubt, the following shall be deemed to occur outside of the ordinary course of business of the Company and shall require the prior written consent of the Requisite Commitment Parties to the extent not contemplated by the RSA or the Transaction Agreements: (1) any material amendment, material modification, termination, material waiver, material supplement, material restatement or other material change to any Material Contract (other than any Material Contracts that are otherwise addressed by clause (3) below); (2) entry into, or any amendment, modification, termination (other than for cause), waiver, supplement or other change to, any employment agreement to which it has the Company or any of its Subsidiaries is a party or any assumption of any such employment agreement in connection with the Chapter 11 Case; (3) the adoption or material amendment of any management incentive or equity plan by the Debtor except for the MIP; or (4) the sale of any Vessel listed on Schedule 4, except for (A) the Vessel named HAMMERHEAD, the sale of which may be completed pursuant to the existing purchase and sale agreement relating to such Vessel and (B) the Vessel named Highland Scout, pursuant to the memorandum of agreement relating to such Vessel. Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall give the Commitment Parties, directly or indirectly, any right to control or direct the operations of the Company and its Subsidiaries. Prior to the Closing Date, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement and the RSA, complete control and supervision of the business dealingsof the Company and its Subsidiaries. In addition, except (i) for the avoidance of doubt, the Company and its Subsidiaries may lay up any of its Vessels or other vessels that it operates or reactivate such Vessels or vessels consistent with ordinary business practices generally followed in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:offshore industry under current market conditions.

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement (pursuant to its terms either 7.1 or 7.2) or the Effective TimeSecond Closing, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) Timeline and Parent WorkWise agrees (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that expressly contemplated by this Agreement or as consented to in writing by the other party shall otherwise consent Buyer): (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummateda) in writing, to carry on its business in the usual regular and ordinary course, course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, conducted; (b) to pay its debts and taxes Taxes when due subject (i) to good faith disputes over such debts or taxesTaxes; and (ii) to the Buyer’s consent to the filing of material Tax Returns, if applicable; (c) to pay or perform other material obligations when due subject due; and (d) to good faith disputes over such obligations, and use its commercially all reasonable efforts consistent with past practices and policies to preserve intact its present business organizationorganizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Second Closing. Each of Timeline and WorkWise agrees to promptly notify the Buyer of any material event or occurrence not in the ordinary course of Timeline’s, WorkWise’s or, prior to the First Closing, the UK Subsidiary’s business, and of any event which it has business dealingscould reasonably be expected to have a Second Acquisition Material Adverse Change or, prior to the First Closing, a First Acquisition Material Adverse Change. In additionWithout limiting the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required expressly contemplated by this Agreement, neither Timeline nor WorkWise shall do, cause or permit any of the following, without the prior written consent (of the Buyer, which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingconditioned:

Conduct of Business. During the period from commencing on the date of this Agreement and continuing until ending on the earlier Closing Date, each of the termination Company and NEP will use commercially reasonable efforts to conduct their respective business in the ordinary course of this Agreement pursuant business, preserve intact its existence and business organization, Permits, goodwill, and present business relationships with all material customers, suppliers, licensors, distributors, and others having significant business relationships with either the Company or NEP (as applicable), to the extent the Company or NEP, as applicable, believes in its terms sole discretion that such relationships are and continue to be beneficial to either the Company or the Effective TimeNEP, as applicable, and their respective businesses; provided, however, that during such period, the Company (which for or NEP, as applicable, shall, as promptly as practicable, provide written notice to the purposes Purchasers regarding any material adverse developments in respect of this Article IV shall include the foregoing. Prior to the Closing, neither the Company and each nor NEP will (a) modify, amend, or waive in any material respect any provision of its subsidiariesthe Initial LLC Agreement (other than adoption of the A&R LLC Agreement at the Closing) and Parent or the NEP Partnership Agreement (which for other than in connection with the purposes of this Article IV shall include Parent and each of its subsidiariesNEP LPA Amendment) agree, except (i) as required by this Agreement, (ii) that is in the case of the Company as provided in Article IV NEP Partnership Agreement material to (i) the rights of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or CompanyNEP, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV rights of the Parent SchedulesPurchasers, or (iii) in their capacity as required by this Agreementpurchasers of the applicable Purchased Units, in each case, without the prior written consent of (which consent shall A) the Class A Purchaser and (B) the Class B Purchasers possessing the right to acquire not be unreasonably withheld less than a majority of the Class B Purchased Units or delayed with regard to (b) unless contemplated by this Agreement, take any actions that would be reasonably necessary carry on prohibited by Section 2.11 of the business Registration Rights Agreement or Section 6.03 or Section 6.04 of Parent or Company, as applicablethe LLC Agreement, in the ordinary courseany such case, as a standalone entity if the Merger were not consummated) taking of such actions would have been prohibited without the requisite consent of the other, neither Class B Purchasers following the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Closing.

Conduct of Business. During the period from After the date of this Agreement and continuing until the earlier of the termination of Effective Time or until this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeis terminated as herein provided, except (i) as required expressly contemplated or permitted by this Agreement, as required by Law (iiincluding the Pandemic Measures), as required by any Regulatory Agencies, or as consented to in writing by THSB (which consent will not be unreasonably withheld, conditioned, or delayed), FSB shall: (1) carry on its business diligently, substantially in the case of the Company manner as provided in Article IV of the Company Schedules is presently being conducted and in the case ordinary course of Parent as provided in Article IV business consistent with past practices; (2) use commercially reasonable efforts to preserve its business organization intact, keep available the services of the Parent Schedulespresent officers and employees, and preserve its present relationships with customers and Persons having business dealings with it; (3) use commercially reasonable efforts to maintain all of the properties and assets that it owns or utilizes in the operation of its business as currently conducted in good operating condition and repair, reasonable wear and tear excepted (including, without limitation, installing any upgrades or patches and performing other recommended or required maintenance of its Software); (4) maintain its books, records, and accounts in the usual, regular, and ordinary manner, on a basis consistent with prior years and in compliance in all material respects with all statutes, laws, rules, and regulations applicable to them and to the conduct of its business; (5) not knowingly do or fail to do anything which will cause a breach of, or default in, any contract, agreement, commitment, obligation, understanding, arrangement, lease, or license to which it is a party or by which it is or may be subject or bound; and (iii6) take no action that would reasonably be expected to adversely affect or materially delay the extent that ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Authority required for the other party shall otherwise transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Specifically, by way of example but not limitation, after the date of this Agreement and until the Effective Time or until this Agreement is terminated as herein provided, except as expressly contemplated or permitted by this Agreement, as required by Law (including the Pandemic Measures), or as required by any Regulatory Agencies, FSB will not, without the prior written consent (of THSB, which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companydenied, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Scheduleswithheld, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeClosing, except (i) as set forth in Schedule 5.1, (ii) to the extent expressly required by this Agreement, (iiiii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesrequired by applicable Law, or (iiiiv) as consented to in writing by Acquiror, the extent that Blockers shall, and the other party Company shall otherwise consent cause each Group Company to: (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummateda) in writing, to carry on its business in the usual regular and ordinary course, course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to conducted; (b) pay its debts and taxes Taxes when due (subject to good faith disputes over such debts or taxes, to Taxes); (c) pay or perform other material obligations when due subject to good faith disputes over such obligations, consistent with past practices; and (d) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizationorganizations, keep available the services of its present officers and employees Key Employees and take commercially reasonably measures to preserve its relationships with employees, customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with which it has business dealingsit. In additionThe Company and each Blocker agrees to promptly notify Acquiror of (a) any event that could reasonably be expected to have a Material Adverse Effect or a Blocker Material Adverse Effect respectively; (b) any event Known to the Company or such Blocker, as applicable, that could reasonably be expected to prevent, materially alter or materially delay, any of the transactions contemplated by this Agreement, and (c) any change in its capitalization. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except (i) as set forth in the case of the Company as provided in Article IV of the Company SchedulesSchedule 5.1, (ii) in to the case of Parent as provided in Article IV of the Parent Schedulesextent expressly required by this Agreement, or (iii) as required consented to in writing by this AgreementAcquiror, each Blocker agrees that it shall not, and the Company agrees that no Group Company shall, do, cause or permit any of the following, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingAcquiror:

Conduct of Business. During Except (i) as otherwise specifically permitted by this Agreement or (ii) with the period prior written consent of Buyer, from and after the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing Date, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiariesSellers agree that: (a) agree, except Sellers shall: (i) conduct the Business as required by this Agreementpresently conducted and only in the ordinary course of business consistent with past practice; and (ii) use their reasonable best efforts to preserve the business organization of the Business substantially intact, to keep available to Buyer the services of their respective employees, and to preserve for Buyer the goodwill of the suppliers, distributors, customers and others having business relationships with the Business. (b) Parent and Sellers shall promptly inform AlliedSignal in writing of any specific event or circumstance (including, without limitation, any consecutive two week period in which any Major Customer fails to place orders with the Seller or Sellers with which it transacts business) of which any of them is aware, or of which any of them receives written or oral notice, that (i) has or is likely to have, individually or in the aggregate, taken together with other events or circumstances, a Material Adverse Effect, (ii) in the case indicates that any Major Customer is terminating or intends to terminate any Contract (excluding termination upon expiration of the Company term of any Contract so long as provided in Article IV of such customer continues to purchase goods from the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, Combined Business) and/or indicates that any such customer intends to reduce its purchases from either Seller or (iii) indicates that any Major Supplier is terminating or intends to terminate any Contract (excluding termination upon expiration of the term of any Contract so long as such supplier continues to sell goods to the extent Combined Business) and/or indicates that any such Major Supplier intends to reduce its sales to either Seller, provided that any such oral notice reportable under this Section 4.1(b) shall be directed to a responsible Person at Parent or either Seller; and (c) Sellers shall not: (i) change or modify in any material respect existing Inventory management or credit and collection policies, procedures and practices with respect to accounts receivable in any case relating to the Business; (ii) enter into any Contracts, waive any rights or enter into any other party shall transactions which individually or in the aggregate would have a Material Adverse Effect; (iii) mortgage, pledge or subject to any Lien (other than Permitted Liens) any of the Purchased Assets; (iv) change any compensation or benefits or grant any material new compensation or benefits payable to or in respect of any employee of the Business (except, for regularly scheduled merit increases in the ordinary course of business consistent with past practice); (v) sell, lease or otherwise consent transfer any Assets, except Inventory in the ordinary course of the Business, necessary, or otherwise material to the conduct of, the Business which would constitute Purchased Assets; (vi) change either Seller's method of accounting or keeping its books of account or accounting practices with respect to the Business, except as required by GAAP; (vii) take or omit to take any action which consent shall not be unreasonably withheld if taken or delayed with regard omitted prior to actions that the date hereof would be reasonably necessary to carry on the business constitute or result in a breach of any representations or warranties of Parent or Company, as applicable, Sellers set forth herein; (viii) enter into any Contract (except sales contracts with customers in the ordinary coursecourse of the Business and except for such Contracts which may be terminated by Buyer without penalty or Liability on no more than 30 days' notice) that would create a Liability for the Business in excess of $200,000 per year without obtaining AlliedSignal's prior written consent, as a standalone entity if the Merger were such consent not consummatedto be unreasonably withheld; (ix) in writingcreate, to carry on its business incur or assume any Debt not currently outstanding, other than current Liabilities incurred in the ordinary coursecourse of business; (x) amend their charters, bylaws or other organizational documents; (xi) authorize, issue, sell or otherwise dispose of any capital stock of either Seller or amend the terms thereof; (xii) declare, set aside or pay any dividend or other distribution (whether in substantially cash, stock or property or any combination thereof) in respect of the same manner as heretofore conducted capital stock of either of the Sellers, or redeem or otherwise acquire any of the capital stock of either of the Sellers; (xiii) make any loans, advances or capital contributions to, or investments in, any Person; (xiv) acquire, sell, lease or dispose of any Assets used or held for use in the Business, other than (x) sales of Inventory in the ordinary and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts usual course of business consistent with past practices and policies to preserve intact its present business organization, keep available the services practice or (y) purchases of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) goods for use in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, Business in the ordinary courseand usual course of business consistent with past practice; (xv) with respect to the Business, as a standalone entity if pay, discharge or satisfy any claims, Liabilities (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the Merger were not consummatedpayment, discharge or satisfaction in the ordinary course of business of Liabilities reflected or reserved against in, or contemplated by, the Balance Sheet or incurred in the ordinary course of business consistent with past practice; (xvi) disclose to any third party or enter into any Technology license or agreement to disclose to any third party any Intellectual Property, except in the ordinary and usual course of business and pursuant to written confidentiality agreements; (xvii) enter into any labor agreement; (xviii) sell or dispose of any significant amount of old or obsolete Inventory; or (xix) make capital expenditures in excess of $50,000 individually or $250,000 in the other, neither aggregate for the Company nor Parent shall do Combined Business; (xx) agree in writing or otherwise to take any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:foregoing actions. 4.2

Conduct of Business. During Except as (a) permitted by this Agreement, (b) required by applicable Law or (c) set forth in Section 4.2 of the Company Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or in accordance with Article VI and the Effective Time, the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct its business in the ordinary coursecourse consistent with past practice in all material respects, (ii) comply in substantially the same manner as heretofore conducted and in compliance all material respects with all applicable laws Laws and regulationsthe requirements of all Material Contracts, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (iii) use its commercially reasonable efforts consistent with past practices practice to maintain and policies to preserve intact its present and its Subsidiaries’ business organization, keep available maintain in effect all Governmental Authorizations, preserve its present relationships with its lenders and customers, suppliers, distributors and others having business relationships with it and retain the services of its present officers and employees key employees, in each case, to the end that its goodwill and preserve ongoing business shall be unimpaired at the Effective Time, and (iv) use commercially reasonable efforts consistent with past practice to keep in full force and effect all material insurance policies maintained by the Company and its relationships Subsidiaries, other than changes to such policies made in the ordinary course of business consistent with customers, suppliers, distributors, licensors, licensees and others with which it has business dealingspast practice. In additionWithout limiting the generality of the foregoing, except as (iA) permitted by this Agreement, (B) required by applicable Law or (C) set forth in the case Section 4.2 of the Company as provided in Article IV Disclosure Schedule (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections such action shall be expressly permitted under the first sentence of this Section 4.2), during the period from the date of this Agreement to the Effective Time, the Company Schedulesshall not, (ii) in the case and shall not permit any of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreementits Subsidiaries to, without the prior written consent of Parent ((x) which consent is to be deemed given if Parent does not notify the Company in writing that it is not providing such consent with respect to such matter within seven (7) Business Days after the Company has requested such consent and (y) which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:delayed):

Conduct of Business. During (a) The Company shall, and shall cause each of its Subsidiaries (other than any Non-Controlled Joint Venture) to, during the period from the date of this Agreement and continuing until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to in accordance with its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeterms, except (iv) in accordance with the terms of the Separation Agreement or (subject to Section 7.17) the SNF Transaction, (w) as required expressly contemplated by this Agreement, (iix) as set forth in the case Section 7.01(a) of the Company Disclosure Letter, (y) as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, required by applicable Law or (iiiz) to with the extent that the other party shall otherwise prior written consent of Merger Sub (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard delayed, it being acknowledged and agreed that it shall not be considered unreasonable for Merger Sub to actions consider the potential effects that would be reasonably necessary to carry the applicable matter could have on each of the Homecare Business and the Healthcare Business, separately), conduct its business of Parent or Company, as applicable, in all material respects in the ordinary course, as a standalone entity if the Merger were not consummated) in writingcourse and, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted extent consistent therewith and in subject to compliance with all applicable laws and regulationsthe other restrictions set forth in this Section 7.01, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsthe Company shall, and shall cause each of such Subsidiaries to, use its commercially reasonable efforts consistent with past practices to maintain and policies to preserve intact intact, in all material respects, its present and each of such Subsidiaries’ assets and business organization, to keep available the services of its present and its Subsidiaries’ current executive officers and employees key employees, and to preserve in all material respects its and each of such Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees licensees, lenders, partners and others other Persons having business relationships with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:it.

Conduct of Business. During Except as contemplated by this Agreement or consented to by Buyer in writing (which consent shall not be unreasonably withheld or delayed), during the period from the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing Date, the Company (which for the purposes of this Article IV shall, and shall include the cause each Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiary to, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the usual, regular and ordinary course, course in substantially the same manner as heretofore conducted and in material compliance with all applicable laws and regulationsLaws (including the making of payments to the Acquired Companies’ suppliers, to pay its debts and taxes when due subject to good faith disputes over vendors, etc., as such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsbecome due), and with respect to incurring any expense, cost or liability solely in accordance with and as permitted under the Budget and Operating Plan or otherwise in the ordinary course of business consistent with past practice, and to use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and management level employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, brokers, agents, creditors and others with which it has material business dealings. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required contemplated by this Agreement, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, and with respect to incurring any expense, cost or liability, not permitted under or inconsistent with the Budget and Operating Plan or otherwise in the ordinary course of business consistent with past practice, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed with regard delayed), the Company shall not and shall not permit any Company Subsidiary to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable(unless required by Law, in each case after consultation with counsel and, to the ordinary courseextent reasonably feasible, as a standalone entity if the Merger were not consummatedprior written notification of at least five (5) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries days to Buyer) to do any of the following:

Conduct of Business. During the period from From the date of this Agreement and continuing until through the earlier of the Closing or valid termination of this Agreement pursuant to its terms or Article X (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as contemplated by this Agreement or the Ancillary Agreements, as required by this AgreementLaw, (ii) in the case as set forth on Section 6.1 of the Company Disclosure Letter or as provided consented to by Acquiror in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), use reasonable best efforts to actions that would be reasonably necessary to carry on operate the business of Parent or Company, as applicable, the Company in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its course of business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies practice; provided, that, notwithstanding anything to preserve intact its present business organizationthe contrary in this Agreement, keep available the services Company or any of its present officers and employees and preserve its relationships Subsidiaries may take any action, including the establishment of any (or maintenance of any existing) policy, procedure or protocol, in order to respond to the impact of COVID-19 or comply with customersany applicable COVID-19 Measures; provided, suppliersfurther, distributorsin each case, licensors, licensees and others with which it has business dealings. In addition, except that (i) such actions are reasonably necessary, taken in good faith and taken to preserve the case continuity of the business of the Company as provided in Article IV and its Subsidiaries and/or the health and safety of the Company Schedules, their respective employees and (ii) the Company shall, unless prohibited by Law, inform Acquiror of any such actions prior to the taking thereof and shall consult with and consider in good faith any suggestions or modifications from Acquiror with respect thereto. Without limiting the case of Parent as provided in Article IV generality of the Parent Schedulesforegoing, or (iii) during the Interim Period, the Company shall not, and the Company shall cause its Subsidiaries not to, except as required contemplated by this Agreement, without the prior written consent Ancillary Agreements or the Required Transaction, as required by Law, as set forth on Section 6.1 of the Company Disclosure Letter or as consented to by Acquiror in writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:denied):

Conduct of Business. During the period from (a) From the date of this Agreement and continuing hereof until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeClosing, except (i) as expressly required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent set forth on Schedule 7.2, as provided in Article IV of the Parent Schedulesrequired by applicable Law, Order or any Governmental Authorization, or (iii) to the extent that the other party as Buyer shall otherwise consent (to in advance and in writing, which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard delayed, Seller agrees to actions that would be reasonably necessary use commercially reasonable efforts to carry on (i) operate the business of Parent or Company, as applicable, Business in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedulespractice, (ii) in to preserve the case of Parent as provided in Article IV business relationships of the Parent SchedulesBusiness and maintain its relations and goodwill with its key suppliers, customers, and Employees (provided that, this clause (ii) shall not apply with respect to any supplier of butane or Marathon Petroleum Company LP, Cattlesburg Refining, LLC or any of their respective Affiliates (collectively, “Marathon”)) and (iii) as to maintain all material structures, equipment and other tangible personal property of the Business in their present repair, order and condition, except for depletion and ordinary wear and tear; provided, however, that Seller shall be permitted to take (x) any actions reasonably required to comply with any applicable Law, Order, recommendation, guideline or directive issued by this Agreementany applicable Governmental Authority in connection with or in response to the COVID-19 pandemic and (y) any reasonable actions or omissions taken in good faith to respond to any impact or probable impact on the Business due to the COVID-19 pandemic or measures taken to comply with such Laws, without the prior written consent Orders, recommendations, guidelines and directives issued by any applicable Governmental Authorities, in each case, including reasonable changes in relationships with employees, customers and suppliers (which consent “COVID Actions”), and any such COVID Actions shall not be unreasonably withheld considered a breach of this Section 7.2 or delayed with regard to actions that would be reasonably necessary carry on the business outside of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) course of the other, neither the Company nor Parent shall do any business for purposes of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:this Agreement.

Conduct of Business. During the period from From the date of this Agreement and continuing hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to its the terms or the Effective Timehereof, the Company (which a) except for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, events or circumstances described in clauses (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) of Section 4.11, and (b) except to the extent that Buyer otherwise consents in writing, Seller shall cause each of the Company and the Subsidiaries to use commercially reasonable efforts to (i) conduct its business in the ordinary course of business, including (A) not declaring any dividends or making distributions with respect to the Company other than any dividends or distributions of available cash prior to or at Closing and (B) entering into commitments with third parties with respect to Capital Expenditures to be made by the Company or any of the Subsidiaries at any time after the date hereof (a “Capital Expenditure Commitment”) in a manner consistent with past practices (subject to the last sentence of this Section 6.1); (ii) preserve intact its present organization; (iii) maintain in effect all material licenses, approvals, qualifications, registrations and authorizations necessary to carry on its business as currently conducted; and (iv) preserve existing relationships with its employees, customers, suppliers and others having material business relationships with it; provided, however, that, notwithstanding anything to the contrary in this Agreement, Seller shall not be obligated (nor shall Seller be obligated to cause or permit the Company or any Subsidiary to be obligated) to pay or provide any compensation or service to or at the direction of a Governmental Authority or other Person or otherwise incur any obligation to a Governmental Authority or other Person in order to satisfy clauses (ii), (iii) or (iv) above (other than (x) as may be specifically set forth in the licenses, approvals, qualifications, registrations and authorizations at issue, (y) the payment of routine filing fees and (z) the payment of compensation and provision of services to employees, customer, suppliers and others having material business relationships with the Company and the Subsidiaries pursuant to the terms of such employees’ employment and the contractual relationship between the Company or any Subsidiary and such customers, suppliers and others); provided, further, however, that notwithstanding anything to the contrary in this Agreement, without the consent of Buyer, Seller may, prior to Closing, cause Con Edison Communications, Inc. and/ or CEC Holding Member, Inc. to be merged into the Company or into the other party and no breach of this Agreement, including any representation or warranty of Seller set forth herein, shall otherwise consent (which occur as a result thereof. During the Interim Period, the Company and the Subsidiaries shall obtain Buyer’s prior written consent(which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companydelayed) before entering into any Capital Expenditure Commitments in any calendar month, as applicablewhich, in the ordinary courseaggregate, as a standalone entity if exceed the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over Capital Expenditure Commitment Budget for such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:calendar month.

Conduct of Business. During the period from the date of this Agreement and continuing until to the earlier of Closing Date (except as otherwise expressly provided by the termination terms of this Agreement pursuant (including the Disclosure Letter), the PSA, the Plan or any other order of the Bankruptcy Court entered on or prior to its terms or the Effective Timedate hereof in the Chapter 11 Cases), the Company and its Subsidiaries shall carry on their businesses in the ordinary course (subject to any actions which for are consistent with the purposes Transformation Plan) and, to the extent consistent therewith, use their commercially reasonable efforts to preserve intact their current business organizations, keep available the services of this Article IV shall include their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with the Company or its Subsidiaries. Without limiting the generality of the foregoing, except as set forth in the Disclosure Letter, on and after the date on which the Business Plan is approved and accepted by ADAH and Dolce, the Company and its Subsidiaries shall carry xx their businesses in all material respects in accordance with such Business Plan and shall not enter into any transaction that would be inconsistent with such Business Plan and shall use its commercially reasonable efforts to effect such Business Plan. Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted by this Agreement (including the Disclosure Letter), the PSA, the Plan or any other order of the Bankruptcy Court entered as of the date hereof in these Chapter 11 Cases, prior to the Closing Date, the Company shall not, and shall cause its Subsidiaries not to, take any of the following actions without the prior written consent of each of its subsidiaries) ADAH and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeDolce, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld withxxxx, conditioned or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:

Conduct of Business. During Except (i) as set forth on Schedule 6.01, (ii) as required by applicable Law, (iii) as required or expressly permitted by this Agreement (including as required pursuant to the Internal Restructuring conducted in accordance herewith) or (iv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until to the earlier of the termination of Closing and the date on which this Agreement pursuant to its terms or the Effective Timeis terminated in accordance with Article VIII, the Company (which for the purposes of this Article IV shall include shall, and the Company and shall cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance course of business consistent with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, past practice and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizationorganization (other than as required pursuant to the Internal Restructuring conducted in accordance herewith), to preserve its relationship with customers, suppliers, vendors, manufacturers, insurers and other Persons having material business dealings with the Company and its Subsidiaries and to keep available the services of its present officers and employees key employees. Without limiting the generality of the foregoing, and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedulesset forth on Schedule 6.01, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, required by applicable Law or (iii) as required or expressly permitted by this AgreementAgreement (including as required pursuant to the Internal Restructuring conducted in accordance herewith), during the period from the date of this Agreement through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VIII, the Blocker and the Company shall not, and the Company shall cause each of its Subsidiaries (which shall for this purpose include the Blocker) not to, without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:conditioned):

Conduct of Business. During Except as otherwise set forth in Schedule 6.01, as required by Law, as expressly permitted, required or contemplated by this Agreement or with the prior written consent of Purchaser, which consent (other than in respect of the matters discussed in the last sentence of this paragraph) shall not be unreasonably withheld, delayed or conditioned, during the period from the date of this Agreement and continuing until to the earlier of the termination of Closing Date and the date on which this Agreement pursuant to its terms or the Effective Timeis terminated in accordance with Article VIII, the Company (which for the purposes of this Article IV shall include shall, and the Company and shall cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiary to, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course consistent with past practices practice and policies the Company shall use commercially reasonable efforts, and the Company shall cause each Subsidiary to use commercially reasonable efforts, to preserve intact its present business organization, to preserve its relationship with customers, suppliers, insurers and other Persons having material business dealings with the Company and its Subsidiaries and to keep available the services of its present officers and employees key employees. The Company shall, and preserve shall cause each Subsidiary to, manage its relationships cash and working capital consistent with customers, suppliers, distributors, licensors, licensees the practices and others with which it has business dealingspolicies in effect during the twelve months prior to the date hereof. In addition, except (i) in Without limiting the case generality of the Company foregoing, and except as provided otherwise set forth in Article IV of the Company SchedulesSchedule 6.01, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by Law or as expressly permitted, required or contemplated by this Agreement, during the period from the date of this Agreement through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VIII, the Company shall not, and the Company shall cause each Subsidiary not to, individually or collectively in the aggregate without the prior written consent (of Purchaser, which consent (other than in respect of the matters described in clauses (a), (b), (c), (d), (f), (j), (k), (n), (o), (u), (v) and (y)) shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingconditioned:

Conduct of Business. During Except as expressly set forth in this Agreement, the Restructuring Support Agreement, the Plan or with the prior written consent of Requisite Commitment Parties (requests for which, including related information, shall be directed to the counsel and financial advisors to the Commitment Parties), during the period from the date of this Agreement and continuing until to the earlier of the termination of Closing Date and the date on which this Agreement pursuant to is terminated in accordance with its terms or (the Effective Time“Pre-Closing Period”), (a) the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or CompanyDebtors to, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, course and use its commercially reasonable efforts consistent with past practices and policies to to: (i) preserve intact its present business, (ii) preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others having material business organizationdealings with any of the Debtors in connection with their business, (iii) keep available the services of its present officers and employees and preserve its relationships (iv) file Company SEC Documents within the time periods required under the Exchange Act, in each case in accordance with customersordinary course practices, suppliers, distributors, licensors, licensees and others with which it has (b) each of the Debtors shall not enter into any transaction that is material to the Debtors’ business dealings. In addition, except other than (iA) transactions in the case ordinary course of business in a manner consistent with prior business practices of the Company as provided in Article IV Debtors, (B) other transactions after prior notice to the Commitment Parties to implement tax planning which transactions are not reasonably expected to materially adversely affect any Commitment Party and (C) transactions expressly contemplated by the Transaction Agreements. For the avoidance of doubt, the following shall be deemed to occur outside of the Company Schedules, (ii) in the case ordinary course of Parent as provided in Article IV business of the Parent Schedules, or (iii) as required by this Agreement, without Debtors and shall require the prior written consent of the Requisite Commitment Parties unless the same would otherwise be permissible under the Restructuring Support Agreement, the Plan or this Agreement (including the preceding clause (B) or (C)): (1) entry into, or any amendment, modification, termination, waiver, supplement, restatement or other change to, any Material Contract or any assumption of any Material Contract in connection with the Chapter 11 Cases (other than any Material Contracts that are otherwise addressed by clause (4) below), (2) entry into, or any amendment, modification, waiver, supplement or other change to, any employment agreement to which consent any of the Debtors is a party or any assumption of any such employment agreement in connection with the Chapter 11 Cases, (3) any (x) termination by any of the Debtors without cause or (y) reduction in title or responsibilities, in each case, of the individuals who are as of the date of this Agreement the Chief Executive Officer, the Chief Financial Officer or the Executive Vice President of Operations of the Company, (4) the adoption or amendment of any management or employee incentive or equity plan by any of the Debtors except for the EIP in accordance with the Restructuring Term Sheet and in a manner consistent with the process set forth in the definitive forms and (5) make, or cause to be made, any payment with respect to any amounts owed under the RBL Credit Agreement. Except as otherwise provided in this Agreement, nothing in this Agreement shall not be unreasonably withheld give the Commitment Parties, directly or delayed indirectly, any right to control or direct the operations of the Debtors. Prior to the Closing Date, the Debtors shall exercise, consistent with regard to actions that would be reasonably necessary carry on the terms and conditions of this Agreement, complete control and supervision of the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Debtors.

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required expressly contemplated by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesset forth on Schedule 8.01, or (iii) as consented to the extent that the other party shall otherwise consent by Acquiror in writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), (i) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary coursecourse of business (including, for the avoidance of doubt, recent past practice in substantially light of COVID-19 and it being understood and agreed that, any commercially reasonable action taken, or omitted to be taken, that relates to, or arises out of, COVID-19 shall be deemed to be in the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsordinary course of business), and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and the current officers, key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case consultants of the Company as provided in Article IV and its Subsidiaries, and to maintain its goodwill and preserve the current relationships of the Company Schedulesand its Subsidiaries with material customers, material suppliers and other persons with whom the Company or any of its Subsidiaries has material business relations. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Company or any of its Subsidiaries from taking or failing to take any commercially reasonable action in good faith, including the establishment of any commercially reasonable policy, procedure or protocol, in response to COVID-19 or any COVID-19 Measures and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (iiy) all such actions or failure to take such actions shall be deemed to constitute an action taken in the case ordinary course of Parent business and (z) no such actions or failure to take such actions shall serve as provided in Article IV a basis for Acquiror to terminate this Agreement or assert that any of the Parent Schedulesconditions to the Closing contained herein have not been satisfied. Without limiting the generality of the foregoing, or (iii) except as required contemplated by this Agreement, without the prior written consent as set forth on Schedule 8.01, as consented to by Acquiror in writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent denied), or Companyas required by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period, except as otherwise contemplated by this Agreement:

Conduct of Business. During Except (i) as explicitly set forth in this Commitment Agreement or otherwise contemplated by the Company Disclosure Schedule, the Disclosure Statement, or the Plan or (ii) with the prior written consent of Requisite Backstop Parties, during the period from the date of this Commitment Agreement and continuing until to the earlier of the termination of Closing Date and the date on which this Commitment Agreement pursuant to is terminated in accordance with its terms or (the Effective Time“Pre-Closing Period”), the Company (which for the purposes of this Article IV A) Exide shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, Subsidiaries to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, course and use its commercially reasonable efforts consistent with past practices and policies to (1) preserve intact its present business organizationPost-Effective Date Business, (2) keep available the services of its present officers and employees and (3) preserve its material relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having business dealings with which it has business dealings. In additionExide or its Subsidiaries in connection with the Post-Effective Date Business and (B) Exide shall not, except and shall not permit any of its Subsidiaries to, enter into any transaction that is material to the Post-Effective Date Business other than (iw) in the case ordinary course of business or to the extent necessary to conduct Exide’s operations in a manner consistent with the financial and business projections provided to the Backstop Parties prior to the date hereof, (x) other transactions after prior notice to the Backstop Parties to implement tax planning which transactions are not reasonably expected to materially adversely affect any Backstop Party, (y) transactions expressly contemplated by the PSA, the Plan, this Commitment Agreement, or the other Plan Transaction Documents and (z) such other transactions as are disclosed in the Company as provided Disclosure Schedule or Disclosure Statement. Notwithstanding any other provision in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Commitment Agreement, without nothing in this Commitment Agreement shall give the Backstop Parties, directly or indirectly, any right to control or direct the operations of Exide prior written consent (which consent to the Closing Date. Prior to the Closing Date, Exide shall not be unreasonably withheld or delayed exercise, consistent with regard to actions that would be reasonably necessary carry on the terms and conditions of this Commitment Agreement, complete control and supervision of the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Exide.

Conduct of Business. During Except (i) as set forth on Schedule 5.01, (ii) as prohibited or required by Law or Order, including by Order of the Bankruptcy Court, (iii) as required or expressly permitted or expressly contemplated by this Agreement, the Plan or the Confirmation Order (including Section 2.09) or (iv) with the prior written consent of the Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until to the earlier of the termination of Closing and the date on which this Agreement pursuant to its terms or is terminated in accordance with Article VII, taking into account the Effective Timependency of the Bankruptcy Cases, the Company Sellers shall conduct the Business in the ordinary course of business and use commercially reasonable efforts to (which for i) maintain the purposes of this Article IV shall include the Company Acquired Assets in their current condition (subject to ordinary wear and each of its subsidiariestear, as applicable) and Parent (which for ii) preserve the purposes operations, organization, business relationships and goodwill of this Article IV shall include Parent the Business. Without limiting the generality of the foregoing, and each of its subsidiaries) agree, except (i) as required by this Agreementset forth on Schedule 5.01, (ii) in the case as required by Law or Order, including by Order of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, Bankruptcy Court or (iii) to as required or expressly contemplated by this Agreement (including Section 2.09), during the extent that period from the other party date of this Agreement through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VII, no Seller shall otherwise (or permit any of its Subsidiaries to), without the prior written consent of the Buyer (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:conditioned):

Conduct of Business. During the period from From the date of this Agreement and continuing until to the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeClosing, except (ia) as required by for entering into and performing this Agreement, (iib) in for the case effect of the Company as provided in Article IV consummation of the Company Schedules Transaction or any other transaction contemplated by this Agreement and in the case of Parent as provided in Article IV of the Parent SchedulesAncillary Documents, or (iiic) as otherwise consented to by the extent that the other party shall otherwise consent (Purchaser in writing, which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on delayed, the business Seller shall cause the Company to, and the Company shall, conduct its business, including the operation, maintenance and repair of Parent or Company, as applicableits assets and properties, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in course and substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealingspractices. In additionfurtherance of the foregoing provisions of this Section 5.1, but without limiting the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required expressly contemplated by this AgreementAgreement or the Project Operative Agreements, the Seller shall not permit the Company, without the prior written consent of Purchaser (except to the extent any such action is required or permitted under the Contracts identified in Schedule 3.10(a)), to: (a) Modify or amend in any material respect, or terminate, or assign any of the Project Operative Agreements or any other material Contract to which consent shall not be unreasonably withheld the Company is a party, or delayed with regard to actions that would be reasonably necessary carry on the business of Parent waive, release or Companyassign any material rights or claims thereunder, as applicable, except in the ordinary coursecourse of business, or violate any material term of any such material Contract unless any such violation shall be cured on or prior to the Closing Date without material liability to the Company; (b) Declare, set aside or pay any distributions (whether in cash, stock or property) in respect of any Membership Interests, except for cash distributions permitted pursuant to the Project Operative Agreements and cash available to be distributed to the Seller subject to Section 6.2(v), simultaneously with the Closing, or as otherwise provided pursuant to the terms of this Agreement, or split, combine or reclassify any Membership Interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any Membership Interests; (c) Issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase, redeem or otherwise acquire or propose the purchase, redemption or acquisition of, any Membership Interests or options, warrants, calls, rights, exchangeable or convertible securities, commitments or agreements of any character, written or oral, obligating the Company to issue, deliver, sell, repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold, repurchased, redeemed or otherwise acquired, any Membership Interests; (d) Cause or permit any material amendments to its Organizational Documents; (e) Acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any Person or other business organization or division thereof, or otherwise acquire or agree to acquire outside of the ordinary course of business and materially consistent with past practices any assets in any material amount; (f) Sell, lease, license or otherwise dispose of any of its properties or assets, except in the ordinary course of business; (g) Incur any indebtedness for borrowed money (other than trade payables incurred in the ordinary course of business) or guarantee any such indebtedness or issue or sell any debt securities of the Company or guarantee any debt securities of others; (h) Grant any severance or termination pay in excess of $50,000 (i) to any director or officer or (ii) to any other employee except, in each case, payments made pursuant to written agreements outstanding on the date hereof disclosed in Schedule 3.10(a); (i) Pay or commit to pay any bonus or other incentive compensation to any officer, director or other employee or grant (or commit to grant) to any officer, director or employee any other increase in compensation or benefits, except salary, incentive compensation, and profit sharing participation increases all in the ordinary course of business consistent with past practices; (j) Enter into, adopt or amend (or commit to enter into, adopt or amend) any employment, retention, change in control, collective bargaining, deferred compensation, severance, retirement, bonus, profit-sharing, stock option or other equity, pension or welfare plan or agreement maintained for the benefit of any officer, director or employee, except as required by law; (k) Except as required by GAAP, make any material change in its accounting principles or the methods by which such principles are applied for financial accounting purposes; (l) Pay, discharge or satisfy any claim, Liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business; (m)Make or change any material election in respect of Taxes (including without limitation, any election to be treated as an association taxable as a standalone entity if the Merger were not consummated) corporation for federal, state or local tax purposes), adopt or change any accounting method or period in respect of Taxes, enter into any tax-sharing, allocation, compensation or like agreement, settle any claim or assessment in respect of Taxes, request or any tax ruling or consent to any extension or waiver of the otherlimitation period applicable to any claim or assessment in respect of Taxes; (n) Enter into any strategic alliance or joint venture; (o) Repay any indebtedness for borrowed money, neither except as required by existing debt instruments; (p) Except as disclosed in the budgets provided to the Purchaser prior to the date hereof, make capital expenditures; (q) Loan money to any Person unless the amount of such loan, together with all such loans made, taken as a whole, is less than $50,000 or forgive or extend the date for payment or otherwise modify any material terms of any material loan; (r) Agree or consent to any matter in connection with any proceeding by or before any Governmental Entity other than in the ordinary course of business; (s) (i) Enter into any agreement or arrangement with any director or officer of the Seller or the Company nor Parent shall do or any direct or indirect Affiliate of any one or a group of the followingforegoing, or (ii) modify any such arrangement; (t) Change its methods or practices in managing working capital in a manner inconsistent with the methods and neither practices disclosed by Seller to Purchaser prior to the Company nor Parent shall permit its subsidiaries execution and delivery of this Agreement; or (u) Enter into any agreement or otherwise commit to do take any of actions described in the following:foregoing clauses. 5.2

Conduct of Business. During Except as expressly permitted by this Agreement or as required by applicable law, during the period from the date of this Agreement and continuing until the earlier Closing, each of the termination Sellers shall, with respect to the Acquired Assets and the operation of this Agreement pursuant the Business, (w) conduct its business in the ordinary course consistent with past practice, which shall include, without limitation, the timely payment, in the ordinary course of business of the Sellers, of all bills, including liabilities for Taxes due and payable with respect to its terms the Acquired Assets or the Effective Time, Business and the Company (which for effecting of capital expenditures consistent with the purposes operation of this Article IV shall include 37 the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, Business in the ordinary course, as a standalone entity if the Merger were not consummated(x) comply in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance all material respects with all applicable laws and regulations(including, to pay its debts and taxes when due subject to good faith disputes over such debts or taxeswithout limitation, to pay or perform other material obligations when due subject to good faith disputes over such obligationsmaintaining any governmental licenses and/or approvals required for the current operation of the Leased Real Property), and all requirements of all Material Contracts and all Permits, (y) use its commercially reasonable efforts consistent with past practices to maintain and policies to preserve intact its present business organization, keep available organization and the goodwill of those having business relationships with it and retain the services of its present officers and those employees set forth on Schedule 5(a) (the “Key Employees”), and preserve its relationships with customers(z) keep in full force and effect all material policies maintained by it, suppliers, distributors, licensors, licensees and others with which it has business dealingsother than changes to such policies made in the ordinary course of business. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, expressly permitted by this Agreement or (iii) as required by applicable law, during the period from the date of this AgreementAgreement to the Closing, neither of the Sellers shall cause or permit itself or any Affiliate of any Seller to, without the prior written consent of (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if case of (iii) below notice to) the Merger were not consummated) Buyer Representative to (provided that any such limitation on an Affiliate of the other, neither the Company nor Parent shall do any of the following, Sellers shall be applicable solely with respect to conduct relating to or affecting the Acquired Assets and neither the Company nor Parent shall permit its subsidiaries to do any operation of the following:Business):

Conduct of Business. During Seller covenants and agrees that it shall conduct the Business in the ordinary course consistent with past practice, including using commercially reasonable efforts to collect accounts receivable and to preserve beneficial relationships with third parties including, but not limited to distributors, brokers, lessors, suppliers, employees and customers in connection with the Business, during the period from the date of this Agreement and continuing hereof until the earlier Closing Date, except as otherwise agreed to by Buyer. Without limiting the generality of the termination foregoing, from the date hereof and up to the Closing Date, without the prior consent of this Agreement pursuant Buyer, Seller shall not, with respect to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except Business: (i) increase the rate of compensation of, or pay any bonus to, any of the employees, or amend, create or otherwise establish any plan, program or arrangement providing benefits to employees, directors, or independent contractors of, or consultants to, the Business, (ii) enter into any employment contract with any employee not terminable at will or any management, consulting, deferred compensation, severance or other similar contract or agreement relating to the Business, (iii) enter into any contract or commitment relating to the Business except as required contemplated by this Agreement except in the ordinary course consistent with past practice, (iv) incur any debt, liability or obligation relating to the Business that would constitute an Assumed Liability except in the ordinary course consistent with past practice, (v) mortgage, pledge or subject to lien, charge or any other encumbrance any of the Acquired Assets except for Permitted Liens, (vi) sell, dispose of or discontinue any material assets, (vii) enter into any commitments with suppliers, advertisers or others except in the ordinary course consistent with past practice, (viii) incur commitments for capital expenditures except in the ordinary course consistent with past practice, (ix) settle any lawsuits, (x) settle any claims except in the ordinary course consistent with past practice, (xi) waive any rights of substantial value under the contracts that are to be assigned to Buyer pursuant to the terms of this Agreement, (iixii) take any action that would have been, or resulted in, a breach of the representation and warranty set forth herein had such action been taken prior to the date of this agreement, (xiii) materially change the sales, marketing or business practices utilized by Seller, KPP-NY or their employees, including without limitation any early subscription renewal offers, acceleration of subscription renewals, discount subscription programs or similar transactions which have resulted or are reasonably likely to result in the case acceleration or deferral of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulescash receipts or disbursements by Seller, or (iiixiv) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries agree to do any of the following:foregoing.

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeshall, except (i) as required set forth on Schedule 5.01, as expressly contemplated by this Agreement, (ii) Agreement or as consented to by Acquiror in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard delayed), or as may be required by Law (including COVID-19 Measures), (i) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct and operate its business in the ordinary coursecourse consistent with past practice in all material respects, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present the current business organizationorganization and ongoing businesses of the Company, and maintain the existing relations and goodwill of the Company with customers, suppliers, distributors and creditors of the Company and (iii) use commercially reasonable efforts to keep available the services of its present officers and employees and preserve its relationships with customersofficers; provided, suppliersthat, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19, the Company may, in connection with COVID-19, take such actions in good faith as provided in Article IV are reasonably necessary (A) to protect the health and safety of the Company’s employees and other individuals having business dealings with the Company Schedulesor (B) to respond to third-party supply or service disruptions caused by COVID-19, including, but not limited to COVID-19 Measures, and any such actions taken (iior not taken) as a result of, in response to, or otherwise related to COVID-19 shall be deemed to be taken in the case “ordinary course of Parent business” for all purposes of this Section 5.01 and not be considered a breach of this Section 5.01; provided, further, that following any such suspension, to the extent that the Company took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, to resume conducting its business in the ordinary course of business consistent with past practice in all material respects as provided in Article IV soon as reasonably practicable. Without limiting the generality of the Parent Schedulesforegoing, or (iii) except as required set forth on Schedule 5.01, as expressly contemplated by this Agreement, without the prior written consent Agreement or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld or delayed, except in the case of clauses (c) and (d) below with respect to any Pre-Closing Financing, in which case such consent may be conditioned, withheld or delayed with regard to actions that would in Acquiror’s sole discretion), or as may be reasonably necessary carry on the business of Parent or Companyrequired by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of not during the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period: