Common use of Conduct of the Division Clause in Contracts

Conduct of the Division. Except as expressly contemplated by the terms of this Agreement, or as set forth in Section 5.1 of the Disclosure Letter, during the period from the date hereof to the Closing Date, Seller shall cause the Company and the Division Subsidiaries, and shall use its commercially reasonable efforts to cause the Minority Interest Division Entities to, operate the Division only in the ordinary course consistent with past practice and to continue to make capital expenditures consistent with the Division's budget for fiscal year 2007. For the avoidance of doubt, Buyer acknowledges that notwithstanding anything contained in this Section 5.1 to the contrary, (i) each of the Company and each Division Entity shall be free to pay cash dividends and other cash distributions (other than dividends and distributions of Restricted Cash, which shall only be made in the ordinary course of business, consistent with past practice) to Seller and the Division Entities and their respective equity owners at any time and from time to time prior to the Closing and to consummate the Restructuring Transactions, and (ii) each of the Restricted Cash Division Entities shall be free to reimburse Seller and its Subsidiaries for expenses incurred on behalf of the Division Entities in the ordinary course of business, consistent with past practice. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or the Ancillary Agreements, or as set forth in Section 5.1 of the Disclosure Letter, during the period from the date of this Agreement to the Closing Date, without the prior written consent of Buyer (which will not be unreasonably withheld, delayed or conditioned), Seller, with respect to the Division, shall not permit the Company or any of the Division Subsidiaries to, and shall use its commercially reasonable efforts to cause each of the Minority Interest Division Entities not to:

Conduct of the Division. Except as expressly contemplated by the terms of this Agreement, as required in connection with the Restructuring Transactions, the Contribution, the Debt Exchange or the Holdings Financing or as set forth in Section 5.1 of the Disclosure Letter, during the period from the date hereof to the Closing Date, Seller WIN shall, and shall cause the Company Holdings and the Division Subsidiaries, and shall use its commercially reasonable efforts to cause the Minority Interest Division Entities Subsidiaries to, operate the Division only in the ordinary course consistent with past practice and to continue to make capital expenditures consistent with the Division's budget for fiscal year 2007. For the avoidance of doubt, Buyer acknowledges that notwithstanding anything contained in this Section 5.1 to the contrary, (i) each of the Company and each Division Entity shall be free to pay cash dividends and other cash distributions (other than dividends and distributions of Restricted Cash, which shall only be made in the ordinary course of business, consistent with past practice) to Seller . For the avoidance of doubt, each WCAS Sub acknowledges that WIN may cause Holdings and the Division Entities Subsidiaries to pay dividends or other distributions, and their respective equity owners incur, repay, cancel or forgive Intercompany Indebtedness, at any time and from time to time prior to the Closing and to consummate Date; provided that WIN shall reduce the Restructuring Transactions, and (ii) each amount of the Restricted Cash Division Entities shall be free Special Dividend to reimburse Seller reflect any dividends or distributions paid by Holdings and its Subsidiaries for expenses incurred on behalf of the Division Entities Subsidiaries from the date hereof prior to the Closing Date to the extent those dividends or distributions reduce WIN’s tax basis in the ordinary course of business, consistent with past practiceDivision Subsidiaries. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement Agreement, as required in connection with the Restructuring Transactions, the Contribution, the Debt Exchange or the Ancillary Agreements, Holdings Financing or as set forth in Section 5.1 of the Disclosure Letter, during the period from the date of this the Initial Agreement to the Closing Date, without the prior written consent of Buyer the WCAS Subs (which will not be unreasonably withheldconditioned, delayed withheld or conditioneddelayed), SellerWIN, with respect to the Division, shall not permit the Company Holdings or any of the Division Subsidiaries to, and shall use its commercially reasonable efforts to cause each of the Minority Interest Division Entities not to:

Conduct of the Division. Except as expressly contemplated by the terms of this Agreement, as required in connection with the Restructuring Transactions, the Contribution, the Debt Exchange or the Holdings Financing or as set forth in Section 5.1 of the Disclosure Letter, during the period from the date hereof to the Closing Date, Seller WIN shall, and shall cause the Company Holdings and the Division Subsidiaries, and shall use its commercially reasonable efforts to cause the Minority Interest Division Entities Subsidiaries to, operate the Division only in the ordinary course consistent with past practice and to continue to make capital expenditures consistent with the Division's budget for fiscal year 2007. For the avoidance of doubt, Buyer acknowledges that notwithstanding anything contained in this Section 5.1 to the contrary, (i) each of the Company and each Division Entity shall be free to pay cash dividends and other cash distributions (other than dividends and distributions of Restricted Cash, which shall only be made in the ordinary course of business, consistent with past practice) to Seller . For the avoidance of doubt, each WCAS Sub acknowledges that WIN may cause Holdings and the Division Entities Subsidiaries to pay dividends or other distributions, and their respective equity owners incur, repay, cancel or forgive Intercompany Indebtedness, at any time and from time to time prior to the Closing and to consummate Date; provided that WIN shall reduce the Restructuring Transactions, and (ii) each amount of the Restricted Cash Division Entities shall be free Special Dividend to reimburse Seller reflect any dividends or distributions paid by Holdings and its Subsidiaries for expenses incurred on behalf of the Division Entities Subsidiaries from the date hereof prior to the Closing Date to the extent those dividends or distributions reduce WIN’s tax basis in the ordinary course of business, consistent with past practiceDivision Subsidiaries. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement Agreement, as required in connection with the Restructuring Transactions, the Contribution, the Debt Exchange or the Ancillary Agreements, Holdings Financing or as set forth in Section 5.1 of the Disclosure Letter, during the period from the date of this Agreement to the Closing Date, without the prior written consent of Buyer the WCAS Subs (which will not be unreasonably withheldconditioned, delayed withheld or conditioneddelayed), SellerWIN, with respect to the Division, shall not permit the Company Holdings or any of the Division Subsidiaries to, and shall use its commercially reasonable efforts to cause each of the Minority Interest Division Entities not to: