Common use of Interim Operations Clause in Contracts

Interim Operations. Pursuant to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):

Interim Operations. Pursuant The Company covenants and agrees as to itself ------------------ and its Subsidiaries that, after the date hereof and prior to the Merger Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as otherwise expressly contemplated by this Agreement): (a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course consistent with past practices and, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy)consistent therewith, during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its it and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to Subsidiaries shall use all commercially reasonable efforts consistent with past practice and policies to preserve its business organization intact and maintain its existing relations and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships goodwill with customers, suppliers, distributors, licensorscreditors, licensees lessors, employees and others having business dealings with associates; (b) it shall not, (i) issue, sell or otherwise dispose of or subject to Lien (other than Permitted Liens) any of its subsidiaries so that Subsidiaries' Capital Stock owned by it; (ii) amend its and charter, bylaws or, except for any amendment which will not hinder, delay or make more costly to Parent the Offer or the Merger; (iii) split, combine or reclassify its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time outstanding shares of Capital Stock; (iv) declare, set aside or pay any dividend payable in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy cash, stock or property in respect of any event Capital Stock; (v) repurchase, redeem or occurrence not otherwise acquire or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its Capital Stock or any securities convertible into or exchangeable or exercisable for any shares of its Capital Stock; or (vi) adopt a plan of complete or partial liquidation or dissolution, merger or otherwise restructure or recapitalize or consolidate with any Person other than Merger Sub or another wholly-owned Subsidiary of Parent; (c) neither it nor any of its Subsidiaries shall (i) authorize for issuance or issue, sell or otherwise dispose of or subject to any Lien (other than Permitted Liens) any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its Capital Stock of any class or any Voting Debt (other than Shares issuable pursuant to Company Options outstanding on the date hereof); (ii) other than in the ordinary and usual course of business consistent with past practices, transfer, lease, license, guarantee, sell or otherwise dispose of or subject to any Lien (other than Permitted Liens) any other property or assets or incur or modify any material indebtedness or other liability (except for additional borrowings in the ordinary course under lines of credit in existence on the date hereof); (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or consistent with the prior written consent past practices and except for obligations of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any Subsidiaries of the followingCompany incurred in the ordinary course of business; (iv) make any loans to any other Person (other than to Subsidiaries of the Company or, customary loans or advances to employees in connection with business-related travel in the ordinary course of business consistent with past practices); or (v) make any commitments for, make or authorize any capital expenditures other than in amounts less than $50,000 individually and $250,000 in the aggregate or, by any means, make any acquisition of, or allowinvestment in, cause assets or permit stock of any other Person; (d) except as may be required to comply with applicable law or by existing contractual commitments, neither it nor any of its subsidiaries to do, cause or permit any of the following: Subsidiaries shall (i) cause enter into any new agreements or permit commitments for any amendments to its Certificate of Incorporation severance or Bylaws; (ii) declare termination pay to, or pay enter into any dividends on employment or make any other distributions (whether in cashseverance agreement with, stock or property) in respect of any of its capital stockdirectors, officers or splitemployees or consultants except for (a) specific arrangements with 13 of the Company's employees, combine or reclassify any including one of its capital stock or issue or authorize directors, which have been previously disclosed to Parent and (b) reasonable severance payments made to employees in the issuance ordinary course of any other securities in respect ofbusiness and consistent with past practices, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) aboveterminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, any Compensation and Benefit Plan or increase or accelerate the salary, wage, bonus or other compensation of any employees or directors (except for increases occurring in the ordinary and usual course of business, which shall include normal periodic performance reviews and related compensation and benefit increases, but not any general across-the-board increases) or consultants or pay or agree to pay any pension, retirement allowance or other employee benefit not required by any existing Compensation and Benefit Plan; (e) neither it nor any of its Subsidiaries shall, except as may be required as a result of a change in law or in GAAP, change any of the accounting principles or practices used by it; (f) neither it nor any of its Subsidiaries shall revalue in any respect any of its material assets, including writing down the value of inventory or writing-off notes or accounts receivable, other than in the ordinary course of business consistent with past practices; (g) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or terminate or materially amend or modify any of its material Contracts or waive, release or assign any material rights or claims; (h) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss- payable payee to be canceled or terminated; (i) neither it nor any of its Subsidiaries shall take any action or omit to take any action that would make cause any of its representations or and warranties contained in the Merger Agreement herein to become untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date ; and (j) neither it nor any of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement its Subsidiaries will authorize or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit enter into any agreement to do any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):foregoing.

Interim Operations. Pursuant Except as set forth in Section 6.1 of the Company Disclosure Letter, the Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Merger Effective Time (unless Parent shall otherwise approve in writing, and except as otherwise expressly contemplated by this Agreement or the Stock Option Agreement): (a) its and its Subsidiaries' businesses shall be conducted only in the ordinary and usual course (it being understood and agreed that nothing contained herein shall permit the Company to enter into or engage in (through acquisition, Musicland has agreed product extension or otherwise) the business of selling any products or services materially different from existing products or services of the Company and its Subsidiaries or to enter into or engage in new lines of business (except as such term is defined in the National Association of Insurance Commissioner's instructions for the preparation of the annual statement form) without Parent's prior written approval); (b) to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice (a) above, it and policies each of its Subsidiaries shall use its respective reasonable best efforts to preserve its business organization intact and maintain its existing relations and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships goodwill with customers, suppliers, reinsurers, distributors, licensorscreditors, licensees lessors, employees and others having business dealings with associates; (c) it shall not (i) amend any Governing Document or amend, modify or terminate the Rights Agreement; (ii) split, combine or reclassify its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time outstanding shares of capital stock; (iii) authorize, declare, set aside or pay any dividend payable in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy cash, stock or property in respect of any event capital stock other than dividends from its wholly owned Subsidiaries and other than regular quarterly dividends paid by the Company on its Common Shares not in excess of $0.18 per share, with usual record and payment dates and in accordance with the Company's past dividend policy; or occurrence (iv) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its stock or any securities convertible into or exchangeable or exercisable for any shares of its stock; (d) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire any shares, of its or any Subsidiary's capital stock of any class or any other property or assets (other than Common Shares issuable pursuant to options outstanding on the date hereof under any of the Company Stock Plans); (ii) other than in the ordinary and usual course of business, transfer, lease, license, guarantee, sell, mortgage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) except as set forth in Section 6.1(d) of the Company Disclosure Letter, make or authorize or commit for any capital expenditures, including entering into capital lease obligations, other than in amounts not exceeding $1,000,000 in the aggregate or, by any means, make any acquisition of, or investment in, assets or stock of any other Person or entity, including by way of assumption reinsurance, in excess of $1,000,000 individually or $5,000,000 in the aggregate (other than in connection with ordinary course investment activities); (e) neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, any Compensation and Benefit Plans including the Stay Bonus Plan, or increase the salary, wage, bonus or other compensation of any employees except increases occurring in the ordinary and usual course of business (which shall include normal periodic performance reviews and related compensation and benefit increases) or promote any employee into any of bands 1, 2, 3 or 4, or from one of such bands into another of such bands; (f) neither it nor any of its Subsidiaries shall pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, settlement, discharge or satisfaction of claims, liabilities or obligations legally due and payable and arising in the ordinary and usual course of business, claims arising under the terms of products, contracts or policies issued by the Company Insurance Subsidiaries in the ordinary and usual course of business and such other claims, liabilities or obligations as shall not, subject to Section 5.1(a) of the Company Disclosure Letter, exceed $2,000,000 in the aggregate; (g) neither it nor any of its Subsidiaries shall make, change or revoke any material Tax election, settle or compromise any material Tax liability arising in any audit, change its method of accounting if such change would have a material impact on Taxes, enter into any closing or other agreement with respect to a material amount of Taxes, file a request for refund of a material amount of Taxes (but not including the prosecution of any refund claim pending on the date hereof), or file an amended Tax Return if such Tax Return is materially different from the original return to which it relates, except, in each case, (i) in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or and consistent with the prior written Company's past practice in respect of the Tax at issue in the jurisdiction in question or (ii) with the consent of Best Buy (which shall Parent, such consent not to be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit ; (h) neither it nor any of its subsidiaries to do, cause Subsidiaries shall enter into any agreement containing any provision or permit covenant limiting in any material respect the ability of the following: Company or any Subsidiary or affiliate to (i) cause sell any products or permit services of or to any amendments to its Certificate of Incorporation or Bylaws; other Person, (ii) declare or pay engage in any dividends on or make any other distributions (whether in cash, stock or property) in respect line of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; business or (iii) takecompete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries or Affiliates; (i) neither it nor any of its Subsidiaries shall enter into any (A) commutations or (B) new quota share or other reinsurance transaction, in the case of clause (B), (i) which does not contain cancellation and termination provisions reasonably customary in the industry for that type of transaction, (ii) which, except in the ordinary course of business, materially increases or agree reduces the Company Insurance Subsidiaries' consolidated ratio of net written premiums to gross written premiums or (iii) except as set forth in writing Section 6.1(i) of the Company Disclosure Letter, pursuant to which $5,000,000 or otherwise more in gross written premiums are ceded by the Company Insurance Subsidiaries to take, any Person other than the Company or any of its Subsidiaries; (j) neither it nor any of the actions described Company Insurance Subsidiaries will alter or amend in any material respect their existing investment guidelines or policies; (ik) neither it nor any of its Subsidiaries shall take any action or (ii) above, or omit to take any other action that would make cause any of its representations or and warranties contained in the Merger Agreement herein to become untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that; (l) neither it nor its Subsidiaries shall permit a material change in any of its underwriting, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement investment, actuarial, financial reporting or the Effective Timeaccounting practices or policies or in any material assumption underlying an actuarial practice or policy, except as expressly contemplated may be required by the Merger Agreementany change in GAAP, Musicland shall not do, cause statutory accounting principles or permit applicable Law; and (m) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):foregoing.

Interim Operations. Pursuant to (a) From the Merger Agreementdate hereof until the Closing Date, Musicland has agreed the Company shall, and shall cause its Subsidiaries to: (except i) operate the Business in the ordinary course of business, consistent with past practice, and, to the extent expressly contemplated by consistent with such operation, use commercially reasonable efforts to: (A) preserve the Merger Agreement or with the written consent of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' present business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, organization intact; and (iiB) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present any beneficial business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with all customers, suppliers, distributors, licensors, licensees and others having business dealings with it the Business; and (ii) maintain (A) the Purchased Assets in such condition and repair as is consistent with past practice, (B) insurance upon all of the Purchased Assets and with respect to the conduct of the Business in full force and effect, comparable in amount, scope, and coverage to that in effect on the date of this Agreement, and apply all insurance proceeds from coverage of the Purchased Assets to restore such Purchased Assets or otherwise hold such proceeds for the Buyer's account, and (C) all Permits in full force and effect; and (iii) conduct their respective advertising activities in a manner which is not materially inconsistent with the Company's advertising budget in effect as of the date of this Agreement. (b) Except in connection with the Mergers and the other transactions contemplated by the Merger Agreement, from the date of this Agreement until the Closing Date, neither the Company nor any of its subsidiaries so Subsidiaries shall take any of the following actions, to the extent that its any such action relates to the Purchased Assets, the Assumed Liabilities or the Business: (i) subject any of the Purchased Assets to any further material Encumbrance, other than Permitted Encumbrances and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not other than in the ordinary course of business, consistent with past practice; (ii) transfer, sell or otherwise convey any part of the Purchased Assets or make any material acquisition of assets which would become part of the Purchased Assets, except in the ordinary course of business, consistent with past practice; (iii) make any material Tax election or settle or compromise any material Tax liability without the Buyer's prior written approval, except in the ordinary course of business consistent with past practice (including, without limitation, with respect to the Transferred Subsidiaries); (iv) grant, convey or sell any option or right to purchase or lease any of the Purchased Assets, except in the ordinary course of business, consistent with past practice; (v) pay or promise to pay, any bonus, profit-sharing or special compensation to the Available Employees or make or promise to make any increase in the compensation, severance or other benefits payable or to become payable to any of such employees, except (A) as required by applicable Laws, (B) to satisfy obligations under the terms of any agreement or Compensation and Benefit Plan or International Compensation and Benefit Plan in effect as of the date hereof, (C) for increases in compensation that are made in the ordinary course of business consistent with past practice (which shall include normal periodic performance reviews and related compensation and benefit increases) and as set forth on Section 8.1(b)(v) of the Disclosure Letter, (D) in respect of Available Employees covered by collective bargaining agreements, as would be permitted under Section 8.1(b)(vii), and (E) for employment arrangements for or grants of awards to, newly hired employees in the ordinary course of business consistent with past practice, and who are hired in accordance with clause (viii) below and (F) as set forth on Section 8.1(b)(v) of the Disclosure Letter; (vi) except in the ordinary course of business consistent with past practice or as required by applicable Laws, enter into or terminate any material Contract, or amend, modify or make any change in, or waive any material benefit of, any of its material Contracts; (vii) enter into any collective bargaining agreements covering employees of the Business, except for the contemplated actions described in Section 8.1(b)(vii) of the Disclosure Letter or its subsidiaries' business as required by applicable Laws; (viii) involuntarily separate from employment with the Company any employee of the Business without due cause or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with hire, without the prior written consent of Best Buy (Buyer which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries employee who would become an Available Employee and who would be entitled to do, cause or permit any of the following: an annual base salary greater than $100,000; (iix) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its the capital stock of the Transferred Subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of the capital stock of the Transferred Subsidiaries; (x) with respect to the Business or Purchased Assets, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities, or guarantee any debt securities of another Person, except for the endorsement of checks in the ordinary course of business and the extension of credit in the ordinary course of business, or make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) to any Transferred Subsidiary or (B) advances to employees in the ordinary course of business consistent with past practice; (xi) repurchase, redeem or otherwise acquire any shares of capital stock or other securities of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to takeother ownership interests in, any of the actions described in Transferred Subsidiaries; (ixii) issue, deliver or (ii) abovesell any shares of capital stock of any of the Transferred Subsidiaries, or any other action that would make any securities convertible into or exercisable or exchangeable for shares of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date capital stock of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the followingTransferred Subsidiaries, or allowany rights, cause warrants or permit options to acquire any shares of its subsidiaries to do, cause or permit common stock of any of the followingTransferred Subsidiaries, without other than (A) issuances pursuant to stock- based awards or options that are outstanding on the prior written consent date hereof or are granted in accordance with the following clause (B), and (B) additional options or stock-based awards to acquire shares of Best Buy capital stock of any of the Transferred Subsidiaries required to be granted under the terms of stock plans as in effect on the date hereof; (which consent shall not be unreasonably delayed xiii) amend the certificate of incorporation or withheld):bylaws or other comparable organizational documents or amend any material terms of the outstanding securities of any of the Transferred Subsidiaries;

Interim Operations. Pursuant to (a) From the Merger date of this Agreement and until the Closing or the earlier termination of this Agreement, Musicland has agreed except that Seller may incur up to an additional $3,000,000 of debt from Perceptive Credit Opportunities Fund, L.P. and as (except to the extent w) required by Law, (x) otherwise expressly contemplated by this Agreement, (y) set forth in Section 6.1 of the Merger Agreement Seller Disclosure Letter or with the written (z) consented to in writing by Buyer (which consent of Best Buywill not be unreasonably withheld, conditional or delayed), during Seller will, and will cause each of its Subsidiaries to, conduct the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business Business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts of business consistent with past practice and policies in material compliance with all material applicable Laws and Permits, and will, and will cause each of its Subsidiaries to, use its commercially reasonable efforts to preserve intact its and present Business organization, maintain in effect all of its subsidiaries' present business organizationsPermits, keep available the services of its and its subsidiaries' present directors, officers and key employees and preserve its maintain existing relations and its subsidiaries' relationships goodwill with Governmental Entities, customers, suppliers, distributors, licensorslenders, licensees partners, suppliers and others having material business dealings associations with it or its subsidiaries so that Subsidiaries. Without limiting the generality of the foregoing and subject to the exceptions set forth in the foregoing clauses (w), (x), (y) and (z), from the date of this Agreement until the Closing, Seller will not and will not permit its Subsidiaries to: (i) adopt or propose any change in its certificate of incorporation or bylaws or other applicable governing instruments; (ii) merge or consolidate Seller or any of its Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or otherwise enter into any Contracts imposing material changes or restrictions on its assets, operations or businesses; (iii) create or incur any Lien or other encumbrance on any of the Acquired Assets, other than Permitted Liens and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not operating Liens incurred in the ordinary course of its business consistent with past practice; (iv) make any changes with respect to accounting policies or its subsidiaries' business procedures used by it in the preparation of the Financial Statements or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement revalue or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit reclassify in any material respect any of the followingAcquired Assets or the Assumed Liabilities, except as required by changes in applicable GAAP; (A) waive, release, settle or allow, cause compromise any pending or permit threatened Action against Seller or any of its subsidiaries Subsidiaries relating to dothe Business other than settlements or compromises of any Action (1) in which the amount paid by or on behalf of Seller or any of its Subsidiaries in settlement or compromise does not exceed $500,000 individually or $1,000,000 in the aggregate and (2) that would entail the incurrence of (I) any obligation or liability of Seller or any of its Subsidiaries in excess of such amount, cause including costs or permit revenue reductions or (II) any obligation that would impose any material restrictions on the business or operations of Seller or its Subsidiaries or (B) commence, join or appeal in any Action, other than in the ordinary course of business; (vi) other than in the ordinary course of business and consistent with past practices, (A) make or change any material Tax election, (B) change Seller’s or any of its Subsidiaries’ method of accounting for Tax purposes, (C) file any material amended Tax Return, (D) settle, concede, compromise or abandon any material Tax claim or assessment, (E) surrender any right to a refund of material Taxes or (F) consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to material Taxes; (vii) fail to maintain in full force and effect material Insurance Policies or comparable replacement policies covering Seller and its Subsidiaries and their respective properties, assets and businesses in a form and amount consistent with past practice; (viii) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any of the following: Acquired Assets, except in the ordinary course of business consistent with past practice and sales of obsolete assets; (iix) cause except as required pursuant to any Employee Plan, consistent with past practice, or permit as otherwise required by applicable Law, (A) pay, grant or provide any amendments severance or termination payments or benefits to its Certificate of Incorporation or Bylawsany Continuing Employee; (iiB) declare increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any dividends on bonus, incentive or retention payments to, or make any other distributions new equity awards to any Continuing Employee, except for increases in base salary in the ordinary course of business consistent with past practice for employees who are not officers; (whether in cashC) establish, stock adopt, amend or property) in respect terminate any Employee Plan or amend the terms of any of its capital stockoutstanding equity-based awards; (D) take any action to accelerate the vesting or payment, or splitfund or in any other way secure the payment, combine of compensation or reclassify benefits under any Employee Plan; (E) change in any material respect any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; or (F) forgive any loans to any Continuing Employee; (x) enter into any new line of business; or (xi) agree, authorize or commit to do any of its capital stock the foregoing actions or issue enter into any letter of intent (binding or authorize non-binding) or similar Contract with respect to any of the issuance of any other securities foregoing actions. (b) Nothing contained in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquirethis Agreement is intended to give Buyer, directly or indirectly, any shares of its capital stock; the right to control or (iii) takedirect the Business prior to the Closing, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties and nothing contained in this Agreement is intended to give Seller, directly or indirectly, the Merger Agreement untrue right to control or incorrect or prevent it from performing or cause it not direct Buyer’s operations. Prior to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed thatClosing, during each of Buyer and Seller will exercise, consistent with the period from the date terms and conditions of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger this Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of complete control and supervision over its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):and its Subsidiaries’ respective business and operations.

Interim Operations. Pursuant (a) Prior to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly set forth in the Company Disclosure Schedule or as contemplated by the Merger any other provision of this Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy unless Parent has consented in writing thereto (which consent shall not be unreasonably delayed withheld), the Company: (i) shall, and shall cause each of the Company Subsidiaries to, conduct its operations in the ordinary course consistent with the manner as heretofore conducted; (ii) shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use commercially reasonable efforts, to preserve intact their business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall not, and shall cause each of the Company Subsidiaries not to, amend their respective Certificates of Incorporation or Bylaws or comparable governing instruments; (iv) shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect such that the condition set forth in Section 6.3(a)(ii) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement; (v) shall not, and shall not permit any of the Company Subsidiaries to, (A) acquire or agree to acquire by merging or consolidating with, or by acquiring any capital stock of or purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof, or (B) acquire or agree to acquire assets other than in the ordinary course of business or (C) release or relinquish or agree to release or relinquish any material contract rights; (vi) shall not, and shall not permit any of the Company Subsidiaries to, effect any stock split or otherwise change its capitalization or issue any shares of its capital stock or securities convertible into or exchangeable or exercisable for shares of its capital stock, except upon exercise of options to purchase shares of Company Common Stock under the Company Stock Option Plans; (vii) shall not, and shall not permit any of the Company Subsidiaries to, grant, confer or award any options, warrants, conversion rights or other rights, not existing on the date hereof, to acquire any shares of its capital stock or other securities of the Company or any of the Company Subsidiaries, other than the issuance of Company Options consistent with past practice; (viii) shall not, and shall not permit any of the Company Subsidiaries to, take or fail to take any action which would, or would be reasonably likely to, prevent the accounting for the Merger as a pooling of interests in accordance with APB No. 16, the interpretive releases issued pursuant thereto, and the pronouncements of the SEC; (ix) shall not, and shall not permit any of the Company Subsidiaries to, take or fail to take any actions which would be reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (x) shall not, and shall not permit any of the Company Subsidiaries to, amend in any material respect, except as required by applicable law or in response to changes in applicable law, the terms of any Company Employee Plans, including, without limitation, any employment, severance or similar agreements or arrangements in existence on the date hereof, or adopt any new employee benefit plans, programs or arrangements or any employment, severance or similar agreements or arrangements, or grant any award thereunder (except as permitted by clause (vii) above or, in the case of awards not involving the acquisition of securities, in the ordinary course of business consistent with past practice), or grant any salary increases to any employee of the Company or any of the Company Subsidiaries except in the ordinary course of business consistent with past practice except that (A) the Company may hire employees in the ordinary course of business consistent with past practice and (B) this subsection (x) shall not preclude Company from making payments under Company Employee Plans; (xi) shall not, and shall not permit any of the Company Subsidiaries to, except in the ordinary course of business consistent with past practice, (x) incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, corporation or other entity or (y) make any loans or advances to any other person; (xii) shall not, and shall not permit any of the Company Subsidiaries to, (x) make, revoke or change any material election with respect to Taxes unless required by applicable law or (y) settle or compromise any material Tax liability; and (xiii) shall not, and shall not permit any of the Company Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions. (b) Prior to the Effective Time, except as set forth in the Parent Disclosure Schedule or as contemplated by any other provision of this Agreement, unless the Company has consented in writing thereto (which consent shall not be unreasonably withheld):), Parent: (i) shall not, and shall cause each of Parent Subsidiaries not to, amend their respective Certificates of Incorporation or Bylaws or comparable governing instruments; (ii) shall give prompt notice to the Company of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect such that the condition set forth in Section 6.2(a)(ii) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement; (iii) shall not, and shall not permit any of Parent Subsidiaries to, effect any stock split or otherwise change its capitalization or issue any shares of its capital stock or securities convertible into or exchangeable or exercisable for shares of its capital stock, except upon exercise of options to purchase shares of Parent Common Stock under Parent Stock Option Plans; (iv) shall not, and shall not permit any of Parent Subsidiaries to, take or fail to take any action which would, or would be reasonably likely to, prevent the accounting for the Merger as a pooling of interests in accordance with APB No. 16, the interpretive releases issued pursuant thereto, and the pronouncements of the SEC; (v) shall not, and shall not permit any of Parent Subsidiaries to, take or fail to take any actions which would be reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; and (vi) shall not, and shall not permit any of Parent Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions.

Interim Operations. Pursuant (a) During the period from the date of this Agreement to the Merger Agreementearlier of the Effective Time and the date, Musicland has agreed if any, on which this Agreement is terminated pursuant to Section 6.1, except (except to the extent expressly contemplated i) as required by the Merger Agreement or Law, (ii) with the prior written consent of Best Buy)Newco, which consent shall not be unreasonably withheld, delayed or conditioned or (iii) as contemplated or permitted by this Agreement, the Company shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course and preserve intact its business organization and listing exchange status, keep available the services of its current officers and employees, maintain in effect all material licenses and permits required to carry on their respective businesses, maintain in effect any exemptive orders or exemptive relief which they have received from the SEC and which are currently in effect, and preserve their material business relationships and maintain generally its business relationships with its lenders and others having business relationships with it; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 4.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. (b) Without limiting the generality of the foregoing, during the period from the date of the Merger this Agreement to the earlier of the termination of Effective Time and the Merger date, if any, on which this Agreement or the Effective Timeis terminated pursuant to Section 6.1, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to except (i) pay and to cause its subsidiaries to pay debts and taxes when dueas may be required by Law, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (Newco, which consent shall not be unreasonably withheld, delayed or withheld)conditioned, or (iii) as required, contemplated or permitted by this Agreement, the Merger Agreement provides that Musicland Company shall not, and shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to doSubsidiaries to: (A) issue, cause deliver, sell, dispose of, pledge or permit otherwise encumber, amend the terms of, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (1) any shares of capital stock of any class or any other ownership interest of the following: (i) cause Company or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stockSubsidiaries, or splitany securities or rights convertible into, combine exchangeable for, or reclassify evidencing the right to subscribe for any shares of capital stock or any other ownership interest of the Company or any of its Subsidiaries, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or issue any other ownership interest of the Company or authorize any of its Subsidiaries or any securities or rights convertible into, exchangeable for, or evidencing the issuance right to subscribe for, any shares of capital stock or any other ownership interest of the Company or any of its Subsidiaries, or (2) any other securities of the Company or any of its Subsidiaries in respect of, in lieu of, or in substitution for, shares of its capital stockCompany Common Stock outstanding on the date hereof; (B) redeem, or repurchase purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any outstanding Company Common Stock; (C) split, combine, subdivide or reclassify any Company Common Stock or, except as provided in Section 4.14, declare, set aside for payment or pay any dividend (whether in cash, stock or property, or any combination thereof) in respect of any Company Common Stock or otherwise make any payments to stockholders in their capacity as such; (D) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, other than the Transactions; (E) enter into any new line of business; (F) other than in the ordinary course of business and consistent with past practices, redeem, repurchase, prepay, defease, incur or otherwise acquire or amend or modify the terms of any indebtedness for borrowed money, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or pledge any of the Company's assets or enter into any arrangement which would have the economic effect of any of the foregoing, in each case, in addition to that incurred as of the date of this Agreement or guarantee any such indebtedness; (G) make any investment, investment contract or loan (other than any unfunded commitments existing as of the date hereof) either by sale or purchase of stock or securities or otherwise, contributions to capital, property transfers, or purchase of any property or assets of any other individual, Person or other entity (other than a Subsidiary), sell, dispose of, transfer, lease, amend, modify, grant waivers with respect to or discontinue any investment, investment contract or loan; or acquire, sell, lease or dispose of any non-investment assets that, in the aggregate, are material to the Company and its Subsidiaries, taken as a whole, to any Person other than a wholly-owned Subsidiary; (H) except as provided for in this Agreement, grant any increase in, take any action to accelerate the vesting or payment or fund or in any other way secure the payment of, the compensation and benefits of any of the Company's directors, officers, consultants or employees, enter into any employment or severance agreement with any such director, officer, consultant or employee, or adopt, terminate or materially amend any Company Benefit Plan; (I) make any material change in any of the financial accounting principles, practices or methods used by the Company unless required by GAAP or applicable Law; (J) change its fiscal year; (K) amend any material Tax Return of the Company, make, revoke or amend any material Tax election of the Company, adopt or change any Tax accounting principles, methods or policies other than as required by applicable Law, change any Tax accounting period, enter into any closing agreement as described in Section 7121 of the Code (or any corresponding or similar agreement under applicable state, local or foreign tax Law) affecting any material Tax liability or refund, or settle or compromise any material Tax liability or refund of the Company; (L) directly or indirectlyindirectly take any action, or knowingly fail to take any shares action, which action or failure to act is reasonably likely to cause the Company to fail to qualify or not be subject to tax as a RIC; provided, however, that on or before the Effective Time, the Company shall (if not adequately provided for by the Special Dividend contemplated by Section 4.14) take such actions as are necessary to ensure that (i) the Company would not be subject to the tax imposed under Section 4982(a) of the Code if the Effective Time were the end of the calendar year, (ii) the Company satisfies the requirements Section 852(a) of the Code for its last federal income tax year, and (iii) the Company is not subject to tax under Section 852(b)(1) or 852(b)(3)(A) of the Code in its last federal income tax year. (M) make or incur any obligation to make any capital expenditures; (N) enter into or draw down from any contract, agreement, commitment or arrangement whereby the obligation or liability imposed on the Company or any of its capital stockSubsidiaries under such contract, agreement, commitment or arrangement would exceed $50,000, or whereby such contract, agreement, commitment or arrangement would otherwise constitute a Company Material Contract, or amend any contract, agreement, commitment or arrangements in existence on the date hereof that, after giving effect to such amendment, would impose an obligation or liability on the Company or any of its Subsidiaries under such contract, agreement, commitment or arrangement in excess of $50,000 or constitute a Company Material Contract; (O) except as otherwise provided in this Agreement, enter into, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any Company Material Contract; (P) commence or settle any material claim, suit, action or proceeding (other than in connection with or with respect to this Agreement or any of the Transactions); (Q) amend the certificate of incorporation or bylaws of the Company or similar governing documents of any of its Subsidiaries; or (R) enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (c) During the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 6.1, Newco shall not (i) incur any liabilities or obligations (other than in connection with its formation, its initial capitalization and the Transactions contemplated in this Agreement and the transactions contemplated by the Subscription Agreement), (ii) declare or pay any dividend or distribution or (iii) take, or agree in writing or otherwise to take, take any of the actions described in (i) or (ii) above, or any other action that would make any of could impair its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not ability to pay and perform its covenants contained in the Merger Agreement in any material respectobligations under Section 6.2 upon a termination of this Agreement. Musicland has also agreed Newco will procure that, during the period from the date of the Merger this Agreement and continuing until to the earlier of the termination of Effective Time and the Merger date on which this Agreement or the Effective Timeis terminated pursuant to Section 6.1, except (i) as expressly contemplated required by the Merger AgreementLaw or, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without (ii) with the prior written consent of Best Buy (the Company, which consent shall not be unreasonably withheld, delayed or conditioned, MAST and the Funds will manage the MAST Portfolio Assets in the ordinary course consistent with past practice and, without limiting the generality of the foregoing, none of MAST or the Funds will subject any of the MAST Portfolio Assets to any Encumbrance that would prohibit the transfer of such asset to Newco under the Subscription Agreement. For the avoidance of doubt, the Funds will provide the Company prompt notice in the event that any of them (A) agree to any modification of or waiver or forbearance under any MAST Portfolio Loan Document, or waive or fail to enforce any material right under any MAST Portfolio Loan Document or (B) consent to any release of collateral relating to any MAST Portfolio Asset. Newco will procure that, during the period from the Measurement Date to the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 6.1, neither MAST nor any of the Funds will execute any trade with respect to any MAST Portfolio Asset except (i) as may be required by Law, (ii) with the prior written consent of the Company, which consent shall not be unreasonably withheld):, delayed or conditioned, or (iii) as required by this Agreement.

Interim Operations. Pursuant From the date hereof until the Closing Date, the Seller Companies shall conduct the Wholesale Business (including the businesses associated with the Customer Sandwich Leases and the Facilities, and the assets used in providing and services to be provided under the Merger Transition Services Agreement and the 3PL Agreement) substantially in the manner as conducted on the date of this Agreement. Without limiting the generality of the foregoing, Musicland has agreed (and except to the extent as otherwise expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger this Agreement or with the prior written consent of Best Buy Purchaser, from the date hereof until the Closing Date (which shall not be unreasonably delayed or withhelduntil the Employee Closing, with respect to subsection (k) below), the Merger Seller Companies shall: a) use, preserve and maintain the Acquired Assets on a basis consistent with practices as of the date of this Agreement provides that Musicland shall and all applicable laws and not do, cause material damage to or permit destruction or loss of any of the following, Acquired Assets; b) continue to maintain the insurance covering the Acquired Assets in effect as of the date of this Agreement; c) pay all debts and obligations incurred by the Seller Companies in the operation of the Wholesale Business and the Acquired Assets in the ordinary course of business consistent with practices as of the date of this Agreement; d) comply with all terms and conditions of the Assumed Contracts and Customer Agreements and not commit any act or allow, omit to do any act which may cause or permit any a material breach by the Seller Companies of its subsidiaries to do, cause or permit any of the following: Assumed Contracts or the Customer Agreements (and the Seller Companies shall provide Purchaser prompt notice of any such breach declared by a counterparty to such agreements); e) maintain its books, accounts and records with respect to such Acquired Assets and the Wholesale Business in the usual manner and on a basis consistent with past practices; f) not create, assume or permit to exist any Lien, other than Permitted Liens, on any Acquired Asset, except in the ordinary course of business consistent with practices as of the date of this Agreement; g) not amend or terminate any Assumed Contract or Customer Agreement, except in the ordinary course of business consistent with practices as of the date of this Agreement (provided, that, the Seller Company shall consult with Purchaser in advance of any such amendment or termination); h) not undertake any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization that is inconsistent with the transactions contemplated by this Agreement; i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) not take, or agree in writing to or otherwise commit to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained is reasonably likely to result in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the followingConditions of Closing set forth in ARTICLE VII not being satisfied, or allowthat would materially impair the ability of Purchaser or a Seller Company to consummate the transactions contemplated by this Agreement in accordance with the terms hereof or materially delay such consummation; j) maintain the operations of the Seller Companies to enable them to satisfy their obligations under the Transition Services Agreement (and all other Related Agreements) after the Closing; k) not grant any raises or other concessions to Wholesale Employees, cause or permit make any organizational changes or other material personnel decisions with respect to any Wholesale Employees, such as hiring, terminating or laying off any Wholesale Employee; l) not take any action or omit to take any action whereby any Intellectual Property included in the Acquired Assets may lapse, become abandoned, dedicated to the public, or unenforceable; m) operate the Wholesale Business (including the businesses associated with the Customer Sandwich Leases and the Facilities, and the assets used in providing and services to be provided under the Transition Services Agreement and the 3PL Agreement) in the ordinary course consistent with past practices and use commercially reasonable efforts to preserve intact its goodwill, keep available the services of its subsidiaries employees, and preserve the goodwill and business relationships with its suppliers, Wholesale Customers and others having business relationships with it; n) comply with all terms and conditions of the Customer Sandwich Leases in all material respects, and not commit any act or omit to dodo any act, which may cause or permit a material breach of any of the followingCustomer Sandwich Leases (and the Seller Companies shall provide Purchaser prompt notice of any such breach declared by a counterparty to such agreements); and o) not enter into any contract or agreement, without or take any action or omit to take any action, that is inconsistent with any of the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):foregoing.

Interim Operations. Pursuant to the Merger Agreement(a) The Company covenants and agrees that it will, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy)and will cause its Subsidiaries to, during the period from after the date of the Merger Agreement hereof and prior to the earlier of the termination of the Merger this Agreement or the Effective TimeTime (unless Parent shall otherwise approve in writing, to carry on and except as otherwise required by this Agreement) and except as required by applicable Laws, conduct its and its subsidiaries' Subsidiaries’ business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice (including in respect of underwriting, pricing, claims handling, loss control, investment, actuarial and policies reserving guidelines, practices, principles, methods and policies) and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact its and its subsidiaries' present their existing relationships with customers, suppliers, Agents, creditors, lessors, officers, employees, business organizationsassociates and others with whom business relationships exist, and keep available the services of its and its subsidiaries' Subsidiaries’ present officers employees. Parent, Merger Sub and key employees the Company acknowledge and preserve agree that any actions taken by the Company to pursue its expansion plans substantially consistent with its 2007 budget and its subsidiaries' relationships with customerstimetable as presented to Parent, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not deemed to be taken in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musiclandconsistent with past practice for purposes of this Agreement. Except Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly contemplated required by the Merger Agreement or with the prior written consent of Best Buy this Agreement, (which shall B) as Parent may approve in writing (such approval not to be unreasonably delayed withheld or withheld)delayed) or (C) as set forth in Schedule 6.1 of the Company Disclosure Letter, the Merger Agreement provides that Musicland shall Company will not do, cause and will not permit its Subsidiaries to: (i) adopt or permit propose any change in its certificate of incorporation or by-laws or other applicable governing instruments; (ii) merge or consolidate the following, Company or allow, cause or permit any of its subsidiaries Subsidiaries with any other Person, except for any such transactions among wholly owned Subsidiaries of the Company, or restructure, reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses; (iii) acquire assets outside of the ordinary course of business from any other Person with a value or purchase price in the aggregate in excess of $500,000 in any transaction or series of related transactions, other than (A) acquisitions pursuant to doContracts in effect as of the date of this Agreement or (B) acquisitions pursuant to capital expenditures in accordance with Section 6.1(a)(x); (iv) issue, cause sell, pledge, dispose of, grant, transfer, lease, license, guarantee or permit encumber or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of capital stock of the Company or any of its Subsidiaries (other than the following: issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary or the issuance of shares upon exercise of Company Options outstanding as of the date of this Agreement), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities; (iv) cause create or permit incur any amendments material Lien on any assets of the Company or any of its Subsidiaries other than any Encumbrance in the ordinary course of business; (vi) make any loans, advances or capital contributions to its Certificate or investments in any Person, other than (A) the Company or any direct or indirect wholly owned Subsidiary of Incorporation the Company, (B) as required by any existing Contracts or Bylaws; any Contract entered into in the ordinary course of business after the date of this Agreement in accordance with this Section 6.1 and (iiC) declare advances and expense reimbursements to employees in the ordinary course of business; (vii) other than regular quarterly dividends on Shares of no more than $0.16 per Share (the record dates for which shall be the close of business on June 5, 2007, September 24, 2007, December 21, 2007 and March 5, 2008, respectively) which are payable after the last day of any quarter), declare, set aside, make or pay any dividends on dividend or make any other distributions (whether distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or propertyindirect wholly owned Subsidiary to the Company or to any other direct or indirect wholly owned Subsidiary) in or enter into any agreement with respect of any to the voting of its capital stock, provided, that (x) if the Merger has closed after June 5, 2007 but before September 24, 2007, the Company may declare a special dividend per Share equivalent to $0.16 multiplied by the quotient obtained by dividing (A) the total number of days from and including June 6, 2007 through and including the Closing Date by (B) the total number of days from and including June 6, 2007 through and including September 24, 2007, the record date for which shall be the close of business on the last business day prior to the Closing Date; (y) if the Merger has closed after September 24, 2007 but before December 21, 2007, the Company may declare a special dividend per Share equivalent to $0.16 multiplied by the quotient obtained by dividing (A) the total number of days from and including September 25, 2007 through and including the Closing Date by (B) the total number of days from and including September 25, 2007 through and including December 21, 2007, the record date for which shall be the close of business on the last business day prior to the Closing Date; and (z) if the Merger has closed after December 21, 2007 but before March 5, 2008, the Company may declare a special dividend per Share equivalent to $0.16 multiplied by the quotient obtained by dividing (A) the total number of days from and including December 22, 2007 through and including the Closing Date by (B) the total number of days from and including December 22, 2007 through and including March 5, 2008, the record date for which shall be the close of business on the last business day prior to the Closing Date. For the avoidance of doubt, the Company will not and will not permit its Subsidiaries to declare a special dividend in accordance with the provisions of this Section 6.1(a)(vii) for any period if a regular quarterly dividend (the record dates for which shall be the close of business on June 5, 2007, September 24, 2007, December 21, 2007 and March 5, 2008, respectively) covering such period has been declared, set aside, made or paid. Subject to the terms and conditions set forth in this Section 6.1(a)(vii), the Company and Parent shall cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to make effective any dividend declared pursuant to and in compliance with this Section 6.1(a)(vii); (viii) other than forfeitures of nonvested Shares by Company employees that are accounted for as acquisition of treasury stock, reclassify, split, combine combine, subdivide or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect ofredeem, in lieu of, or in substitution for, shares of its capital stock, or repurchase purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock; (ix) incur any indebtedness for borrowed money or guarantee such indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company or any of its Subsidiaries, except for (i) indebtedness for borrowed money incurred in the ordinary course of business consistent with past practices not to exceed $750,000 in the aggregate, (ii) in replacement of existing indebtedness for borrowed money on terms substantially consistent with or more beneficial than the indebtedness being replaced, (iii) guarantees incurred in compliance with this Section 6.1 by the Company of indebtedness of wholly owned Subsidiaries of the Company or (iv) any intercompany indebtedness between the Company and any of its Subsidiaries or between any of the Company’s Subsidiaries; (x) enter into, as principal or guarantor, any hedging or derivative transactions, such as interest rate swaps, interest rate options (e.g., interest rate caps, interest rate floors and options on interest rate swaps), currency swaps and options, commodity swaps and options, index swaps and forward contracts and any other type of swap, option, forward or derivative; provided, however, that the Company and its Subsidiaries may enter into interest rate swaps on customary commercial terms consistent with past practice and in compliance with the Company’s risk management policies in effect on the date of this Agreement, having an aggregate notional amount no greater than the amount of outstanding debt at any given time; (xi) except as set forth in the capital budgets set forth in Schedule 6.1(a)(xi) of the Company Disclosure Letter and consistent therewith, make or authorize any material capital expenditure; (xii) (y) other than in the ordinary course of business consistent with past practice, enter into any Contract (other than renewals) that would have been a Material Contract had it been entered into prior to this Agreement, and (z) make or commit to make any marketing expenditures in excess of $10,000,000 in the aggregate per month, or in excess of $25,000,000 in the aggregate over any three (3) month period; (xiii) make any changes with respect to accounting policies or procedures, except as required by changes in applicable Law, GAAP or SAP; (xiv) settle any litigation or other proceedings before a Governmental Entity for an amount in excess of $500,000 individually or $1,000,000 in the aggregate or any obligation or liability of the Company in excess of such amount, other than (A) ordinary course policy claim matters (except individual claims involving extra-contractual liabilities in excess of $250,000 above the applicable contractual liability), (B) the payment, discharge or satisfaction of obligations or liabilities in accordance with the terms of Contracts in effect as of the date hereof or (C) settlement of any liability for which reserves have been made on the Company’s financial statements included in the Company Reports, provided, however, that such settlement will not exceed the corresponding reserves by more than 10%; (xv) other than in the ordinary course of business consistent with past practice, amend, modify or terminate any Material Contract, or cancel, modify or waive any debts or claims held by it or waive any rights having in each case a value in excess of $500,000 individually or $1,000,000 in the aggregate; (xvi) (A) make or rescind any material election relating to Taxes; (B) file any amended income Tax Return or material claim for refund; (C) make any material change in any method of accounting, keeping of books of account or accounting practices or in any method of Tax accounting of the Company or any Subsidiary unless required by GAAP or applicable Law; (D) enter into or agree to any private letter ruling, closing agreement or similar ruling or agreement with the Internal Revenue Service or any other taxing authority or settle any audit or proceeding with respect to any material amount of Taxes owed; or (E) file its federal income Tax Return for the fiscal year ending on December 31, 2006 without providing Parent reasonable opportunity to review and comment on such Tax Return; (xvii) except as set forth in Section 6.1(a)(v) above, transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any material assets, product lines or businesses of the Company or its Subsidiaries, including capital stock of any of its Subsidiaries, except in the ordinary course of business and sales of obsolete assets and except for sales, leases, licenses or other dispositions of assets (other than any material Intellectual Property Assets) with a fair market value not in excess of $500,000 in the aggregate, other than pursuant to Contracts in effect prior to the date of this Agreement; (xviii) except as required pursuant to existing agreements in effect prior to the date of this Agreement and set forth in Schedule 5.1(h)(i) of the Company Disclosure Letter, or as otherwise required by this Agreement or applicable Law, (1) grant or provide any severance or termination payments or severance or termination benefits to any director, officer or employee of the Company or any of its Subsidiaries, except, in the case of employees who are not officers, in the ordinary course of business consistent with past practice, (2) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any new equity awards to any director, officer or employee of the Company or any of its Subsidiaries, except for increases in base salary and payments of incentive bonuses to employees other than officers in the ordinary course of business consistent with past practice, (3) establish, adopt, amend or terminate any Benefit Plan or amend the terms of any outstanding equity-based awards, (4) other than the execution of this Agreement and consummation of the transactions contemplated hereby, 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 any such Benefit Plan, (5) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, (6) forgive any loans to directors, officers or employees of the Company or any of its Subsidiaries or (7) hire (X) any new Employee with an annual salary exceeding $125,000, except (A) to make changes that are required by Law or (B) to satisfy contractual obligations disclosed in the Company Disclosure Letter existing as of the date hereof, or (Y) any new Employee for its call center sale or service departments, except (A) to make changes that are required by applicable Law, (B) to satisfy contractual obligations disclosed in the Company Disclosure Letter existing as of the date hereof, (C) to replace Employees for its call center sale or service departments, (D) to hire twenty-five (25) full time equivalents to replace Employees that have left its call center sale or service departments between March 31, 2007 and the date hereof, or (E) hire additional ten (10) full time equivalents in any calendar quarter; (xix) take any action or omit to take any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article VII not being satisfied; (xx) enter into any new quota share or other reinsurance transaction (i) which does not contain standard cancellation and termination provisions, (ii) which, except in the ordinary course of business, materially increases or reduces the Company Insurance Subsidiaries’ consolidated ratio of net written premiums to gross written premiums or (iii) takepursuant to which Company Insurance Subsidiaries cede premiums to any Person other than the Company or any of its Subsidiaries; (xxi) enter into or engage in (through acquisition, product extension or agree otherwise) the business of selling any products or services materially different from existing products or services of the Company and its Subsidiaries or enter into or engage in writing new lines of business (as such term is defined in the National Association of Insurance Commissioners instructions for the preparation of the annual statement form) without Parent’s prior written approval); or (xxii) agree, authorize or otherwise commit to take, do any of the actions described in foregoing. (ib) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland Parent shall not do, cause or permit any of the following, or allow, cause take or permit any of its subsidiaries Subsidiaries to do, cause take any action or permit omit to take any action that is reasonably likely to (i) result in any of the following, without conditions of the prior written consent of Best Buy (which consent shall Merger set forth in Article VII not be unreasonably delayed or withheld):being sa

Interim Operations. Pursuant (a) During the period from the date of this Agreement to the Merger Agreementearlier of the Effective Time and the date, Musicland has agreed if any, on which this Agreement is terminated pursuant to Section 6.1, except (except to the extent expressly contemplated i) as required by the Merger Agreement or Law, (ii) with the prior written consent of Best Buy)Newco, which consent shall not be unreasonably withheld, delayed or conditioned or (iii) as contemplated or permitted by this Agreement, the Company shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course and preserve intact its business organization and listing exchange status, keep available the services of its current officers and employees, maintain in effect all material licenses and permits required to carry on their respective businesses, maintain in effect any exemptive orders or exemptive relief which they have received from the SEC and which are currently in effect, and preserve their material business relationships and maintain generally its business relationships with its lenders and others having business relationships with it; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 4.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. (b) Without limiting the generality of the foregoing, during the period from the date of the Merger this Agreement to the earlier of the termination of Effective Time and the Merger date, if any, on which this Agreement or the Effective Timeis terminated pursuant to Section 6.1, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to except (i) pay and to cause its subsidiaries to pay debts and taxes when dueas may be required by Law, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (Newco, which consent shall not be unreasonably withheld, delayed or withheld)conditioned, or (iii) as required, contemplated or permitted by this Agreement, the Merger Agreement provides that Musicland Company shall not, and shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to doSubsidiaries to: (A) issue, cause deliver, sell, dispose of, pledge or permit otherwise encumber, amend the terms of, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (1) any shares of capital stock of any class or any other ownership interest of the following: (i) cause Company or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stockSubsidiaries, or splitany securities or rights convertible into, combine exchangeable for, or reclassify evidencing the right to subscribe for any shares of capital stock or any other ownership interest of the Company or any of its Subsidiaries, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or issue any other ownership interest of the Company or authorize any of its Subsidiaries or any securities or rights convertible into, exchangeable for, or evidencing the issuance right to subscribe for, any shares of capital stock or any other ownership interest of the Company or any of its Subsidiaries, or (2) any other securities of the Company or any of its Subsidiaries in respect of, in lieu of, or in substitution for, shares of its capital stockCompany Common Stock outstanding on the date hereof; (B) redeem, or repurchase purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any outstanding Company Common Stock; (C) split, combine, subdivide or reclassify any Company Common Stock or, except as provided in Section 4.14, declare, set aside for payment or pay any dividend (whether in cash, stock or property, or any combination thereof) in respect of any Company Common Stock or otherwise make any payments to stockholders in their capacity as such; (D) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, other than the Transactions; (E) enter into any new line of business; (F) other than in the ordinary course of business and consistent with past practices, redeem, repurchase, prepay, defease, incur or otherwise acquire or amend or modify the terms of any indebtedness for borrowed money, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or pledge any of the Company’s assets or enter into any arrangement which would have the economic effect of any of the foregoing, in each case, in addition to that incurred as of the date of this Agreement or guarantee any such indebtedness; (G) make any investment, investment contract or loan (other than any unfunded commitments existing as of the date hereof) either by sale or purchase of stock or securities or otherwise, contributions to capital, property transfers, or purchase of any property or assets of any other individual, Person or other entity (other than a Subsidiary), sell, dispose of, transfer, lease, amend, modify, grant waivers with respect to or discontinue any investment, investment contract or loan; or acquire, sell, lease or dispose of any non-investment assets that, in the aggregate, are material to the Company and its Subsidiaries, taken as a whole, to any Person other than a wholly-owned Subsidiary; (H) except as provided for in this Agreement, grant any increase in, take any action to accelerate the vesting or payment or fund or in any other way secure the payment of, the compensation and benefits of any of the Company’s directors, officers, consultants or employees, enter into any employment or severance agreement with any such director, officer, consultant or employee, or adopt, terminate or materially amend any Company Benefit Plan; (I) make any material change in any of the financial accounting principles, practices or methods used by the Company unless required by GAAP or applicable Law; (J) change its fiscal year; (K) amend any material Tax Return of the Company, make, revoke or amend any material Tax election of the Company, adopt or change any Tax accounting principles, methods or policies other than as required by applicable Law, change any Tax accounting period, enter into any closing agreement as described in Section 7121 of the Code (or any corresponding or similar agreement under applicable state, local or foreign tax Law) affecting any material Tax liability or refund, or settle or compromise any material Tax liability or refund of the Company; (L) directly or indirectlyindirectly take any action, or knowingly fail to take any shares action, which action or failure to act is reasonably likely to cause the Company to fail to qualify or not be subject to tax as a RIC; provided, however, that on or before the Effective Time, the Company shall (if not adequately provided for by the Special Dividend contemplated by Section 4.14) take such actions as are necessary to ensure that (i) the Company would not be subject to the tax imposed under Section 4982(a) of the Code if the Effective Time were the end of the calendar year, (ii) the Company satisfies the requirements Section 852(a) of the Code for its last federal income tax year, and (iii) the Company is not subject to tax under Section 852(b)(1) or 852(b)(3)(A) of the Code in its last federal income tax year. (M) make or incur any obligation to make any capital expenditures; (N) enter into or draw down from any contract, agreement, commitment or arrangement whereby the obligation or liability imposed on the Company or any of its capital stockSubsidiaries under such contract, agreement, commitment or arrangement would exceed $50,000, or whereby such contract, agreement, commitment or arrangement would otherwise constitute a Company Material Contract, or amend any contract, agreement, commitment or arrangements in existence on the date hereof that, after giving effect to such amendment, would impose an obligation or liability on the Company or any of its Subsidiaries under such contract, agreement, commitment or arrangement in excess of $50,000 or constitute a Company Material Contract; (O) except as otherwise provided in this Agreement, enter into, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any Company Material Contract; (P) commence or settle any material claim, suit, action or proceeding (other than in connection with or with respect to this Agreement or any of the Transactions); (Q) amend the certificate of incorporation or bylaws of the Company or similar governing documents of any of its Subsidiaries; or (R) enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (c) During the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 6.1, Newco shall not (i) incur any liabilities or obligations (other than in connection with its formation, its initial capitalization and the Transactions contemplated in this Agreement and the transactions contemplated by the Subscription Agreement), (ii) declare or pay any dividend or distribution or (iii) take, or agree in writing or otherwise to take, take any of the actions described in (i) or (ii) above, or any other action that would make any of could impair its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not ability to pay and perform its covenants contained in the Merger Agreement in any material respectobligations under Section 6.2 upon a termination of this Agreement. Musicland has also agreed Newco will procure that, during the period from the date of the Merger this Agreement and continuing until to the earlier of the termination of Effective Time and the Merger date on which this Agreement or the Effective Timeis terminated pursuant to Section 6.1, except (i) as expressly contemplated required by the Merger AgreementLaw or, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without (ii) with the prior written consent of Best Buy (the Company, which consent shall not be unreasonably withheld, delayed or withheld):conditioned, MAST and the Funds will manage the MAST Portfolio Assets in the ordinary course consistent with past practice and, without limiting the generality of the foregoing, none of MAST or the Funds will subject any of the MAST Portfolio Assets to any Encumbrance that would prohibit the transfer of such asset to Newco under the Subscription Agreement. For the avoidance of doubt, the Funds will provide the Company prompt notice in the event that

Interim Operations. Pursuant to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from a) From the date of the Merger this Agreement to the earlier of the termination of the Merger Agreement or until the Effective Time, to carry on except as required by Law or as set forth in Section 5.2(a) of the Company Disclosure Schedule, unless Parent has consented in writing thereto, the Company shall, and shall cause its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to Subsidiaries to: (i) pay and conduct its operations according to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts ordinary course of business consistent with past practice and policies in compliance in all material respects with all applicable Laws; (ii) use its commercially reasonable efforts to preserve intact its business organizations and its subsidiaries' present business organizationsgoodwill, keep available the services of its and its subsidiaries' present officers and key officers, employees and preserve its consultants, and its subsidiaries' maintain satisfactory relationships with customers, suppliers, distributors, licensors, licensees and others those Persons having business dealings relationships with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at them; (iii) upon the Effective Time in all material respects. The Merger Agreement provides that Musicland will discovery thereof, promptly notify Best Buy Parent of the existence of any event breach of any representation or occurrence not warranty contained herein (or, in the ordinary course case of its any representation or its subsidiaries' business or which could have a warranty that makes no reference to Company Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectlymateriality, any shares breach of its capital stock; such representation or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement warranty in any material respect. Musicland has also agreed that) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, during in the period from case of any representation or warranty that makes no reference to Company Material Adverse Effect or materiality, to no longer be true and correct in any material respect); (iv) promptly deliver to Parent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (v) pay its Taxes when due. (b) From and after the Merger date of this Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated may be required by the Merger AgreementLaw or any pre-existing contractual obligation, Musicland shall not do, cause or permit any and except as set forth in Section 5.2(b) of the followingCompany Disclosure Schedule, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy unless Parent has consented in writing thereto (which consent shall not be unreasonably delayed withheld or withheld):delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) amend its Amended Articles of Incorporation or Amended and Restated By-Laws; (ii) offer, issue, sell or pledge any shares of its capital stock or other ownership interest in the Company or its Subsidiaries, or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest, or convertible or exchangeable securities other than pursuant to the Company's existing employee benefits plans; (iii) effect any stock split or otherwise change its capitalization as it exists on the date hereof; (iv) grant, confer or award any option, warrant, convertible security or other right to acquire any shares of its or its Subsidiaries' capital stock; (v) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than such payments by the Subsidiaries to the Company); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of its Subsidiaries or any securities that are convertible into or exchangeable for any shares of capital stock of, or other equity interests in, or any outstanding options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, the Company or any of its Subsidiaries; (vii) sell, lease, license, mortgage, pledge, encumber, transfer, exchange or otherwise dispose of any of its properties or assets, whether tangible or intangible (including capital stock of its Subsidiaries), other than the sale or disposition of inventory in the ordinary course of business consistent with past practice or the sale, lease or other disposition of assets which individually or in the aggregate, are obsolete or not material to the Company and its Subsidiaries taken as a whole; (viii) acquire by merger or consolidation with, by purchase of any equity interest of or by any other manner, any business or entity or otherwise acquire any assets, except for purchases of inventory, supplies or capital equipment in the ordinary course of business; (ix) incur or assume any long-term or short-term debt, except for working capital purposes and the purchase of capital equipment in the ordinary course of business under the Credit Facility; (x) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Subsidiaries; (xi) make or forgive any loans, advances or capital continuations to, or investments in, any other Person other than advances to officers or employees in the ordinary course of business consistent with past practice; (xii) increase the compensation (or benefits) payable to or to become payable to any director, officer or other employee, except for payments of bonuses not to exceed the amounts set forth on Section 5.2(b) of the Company Disclosure Schedule, increases in salary or wages of non-officer employees in the ordinary course of business and consistent with past practice or pursuant to any existing employment agreements of the Company; (xiii) establish, adopt, enter into, materially amend, or take any action to accelerate any rights or benefits under any collective bargaining agreement or any Plan; (xiv) effect any reorganization or recapitalization; (xv) pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $250,000 individually and $500,000 in the aggregate, other than the payment, discharge, settlement or satisfaction in the ordinary course of business or in accordance with their terms, of liabilities disclosed, reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company SEC Reports or incurred since the date of such financial statements in the ordinary course of business, or cancel any indebtedness in excess of $50,000 individually and $500,000 in the aggregate; (xvi) take any action that would reasonably be expected to: (A) prevent, impair or materially delay the ability of the Company, Parent or Merger Sub to consummate the Merger or (B) cause any of the conditions to the consummation of the Merger not to be satisfied; (xvii) make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle or compromise any liability with respect to Taxes, agree to any material adjustment of any Tax attribute, file any claim for a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (xviii) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. Pursuant (a) Seller and the Acquired Companies covenant and agree that, after the date hereof and prior to the Merger earlier of the Closing and the termination of this Agreement in accordance with Article IV, except (i) as requested or consented to in writing by Purchaser (such consent not to be unreasonably withheld, delayed, or conditioned), (ii) as otherwise required or expressly permitted by this Agreement or any Transaction Agreement, Musicland has agreed (iii) as required by a Governmental Entity or applicable Law, or (iv) as set forth in Section 3.1(a) of the Disclosure Letter, Seller shall, and shall cause its Subsidiaries (including the Acquired Companies) to, conduct the business of each Acquired Company and the Business in all material respects in the ordinary course of business consistent with past practice and to use commercially reasonable efforts to (i) preserve intact the business of the Acquired Companies and the Business and their respective goodwill and assets in all material respects, (ii) maintain satisfactory relationships with key employees and Governmental Entities, customers, suppliers and other commercial counterparties having material business dealings with the Acquired Companies or the Business, and without limiting the generality of the foregoing, Seller shall not, and shall cause its Subsidiaries (including the Acquired Companies) to not: (i) (A) adopt any change in the Organizational Documents of (x) the Acquired Companies or (y) Seller or any of its other Subsidiaries (with respect to clause (y) only, to the extent such change would reasonably be expected to prevent, materially hinder or materially delay the consummation of the Transaction) or (B) form a Subsidiary of any of the Acquired Companies; (ii) adopt, effect or publicly propose a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization, or resolutions providing for or authorizing such a liquidation, dissolution, restructuring, recapitalization, or other reorganization of Seller, the Acquired Companies, or Seller’s other Subsidiaries (to the extent related to the Business); (iii) (A) issue, reclassify, split, combine, subdivide, or redeem, purchase, or otherwise acquire or subject to any Lien any of the Equity Interests of any Acquired Company or (B) cause any of the Acquired Companies to declare, set aside or pay any dividend or distribution to any Person (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buypermitted under Section 3.1(b), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):;

Interim Operations. Pursuant (a) Prior to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly set forth in the Company Disclosure Schedule or as contemplated by the Merger any other provision of this Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy unless Parent has consented in writing thereto (which consent shall not be unreasonably delayed withheld), the Company: (i) shall, and shall cause each of the Company Subsidiaries to, conduct its operations in the ordinary course consistent with the manner as heretofore conducted; (ii) shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use commercially reasonable efforts, to preserve intact their business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall not, and shall cause each of the Company Subsidiaries not to, amend their respective Certificates of Incorporation or Bylaws or comparable governing instruments; (iv) shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect such that the condition set forth in Section 6.3(a)(ii) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement; (v) shall not, and shall not permit any of the Company Subsidiaries to, (A) acquire or agree to acquire by merging or consolidating with, or by acquiring any capital stock of or purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof, or (B) acquire or agree to acquire assets other than in the ordinary course of business or (C) release or relinquish or agree to release or relinquish any material contract rights; (vi) shall not, and shall not permit any of the Company Subsidiaries to, effect any stock split or otherwise change its capitalization or issue any shares of its capital stock or securities convertible into or exchangeable or exercisable for shares of its capital stock, except upon exercise of options to purchase shares of Company Common Stock under the Company Stock Option Plans; (vii) shall not, and shall not permit any of the Company Subsidiaries to, grant, confer or award any options, warrants, conversion rights or other rights, not existing on the date hereof, to acquire any shares of its capital stock or other securities of the Company or any of the Company Subsidiaries, other than the issuance of Company Options consistent with past practice; (viii) shall not, and shall not permit any of the Company Subsidiaries to, take or fail to take any action which would, or would be reasonably likely to, prevent the accounting for the Merger as a pooling of interests in accordance with APB No. 16, the interpretive releases issued pursuant thereto, and the pronouncements of the SEC; (ix) shall not, and shall not permit any of the Company Subsidiaries to, take or fail to take any actions which would be reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (x) shall not, and shall not permit any of the Company Subsidiaries to, amend in any material respect, except as required by applicable law or in response to changes in applicable law, the terms of any Company Employee Plans, including, without limitation, any employment, severance or similar agreements or arrangements in existence on the date hereof, or adopt any new employee benefit plans, programs or arrangements or any employment, severance or similar agreements or arrangements, or grant any award thereunder (except as permitted by clause (vii) above or, in the case of awards not involving the acquisition of securities, in the ordinary course of business consistent with past practice), or grant any salary increases to any employee of the Company or any of the Company Subsidiaries except in the ordinary course of -26- 27 business consistent with past practice except that (A) the Company may hire employees in the ordinary course of business consistent with past practice and (B) this subsection (x) shall not preclude Company from making payments under Company Employee Plans; (xi) shall not, and shall not permit any of the Company Subsidiaries to, except in the ordinary course of business consistent with past practice, (x) incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, corporation or other entity or (y) make any loans or advances to any other person; (xii) shall not, and shall not permit any of the Company Subsidiaries to, (x) make, revoke or change any material election with respect to Taxes unless required by applicable law or (y) settle or compromise any material Tax liability; and (xiii) shall not, and shall not permit any of the Company Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions. (b) Prior to the Effective Time, except as set forth in the Parent Disclosure Schedule or as contemplated by any other provision of this Agreement, unless the Company has consented in writing thereto (which consent shall not be unreasonably withheld):), Parent: (i) shall not, and shall cause each of Parent Subsidiaries not to, amend their respective Certificates of Incorporation or Bylaws or comparable governing instruments; (ii) shall give prompt notice to the Company of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect such that the condition set forth in Section 6.2(a)(ii) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement; (iii) shall not, and shall not permit any of Parent Subsidiaries to, effect any stock split or otherwise change its capitalization or issue any shares of its capital stock or securities convertible into or exchangeable or exercisable for shares of its capital stock, except upon exercise of options to purchase shares of Parent Common Stock under Parent Stock Option Plans; (iv) shall not, and shall not permit any of Parent Subsidiaries to, take or fail to take any action which would, or would be reasonably likely to, prevent the accounting for the Merger as a pooling of interests in accordance with APB No. 16, the interpretive releases issued pursuant thereto, and the pronouncements of the SEC; (v) shall not, and shall not permit any of Parent Subsidiaries to, take or fail to take any actions which would be reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; and (vi) shall not, and shall not permit any of Parent Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions.

Interim Operations. Pursuant (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Merger AgreementEffective Time (unless Parent shall otherwise consent in writing (any request for consent to be considered by Parent in good faith and responded to within one (1) Business Day) or except as otherwise required by applicable Law or with respect to the transactions and commitments contemplated by this Agreement and the Arrangement) that the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course, Musicland has agreed (except and, to the extent expressly contemplated by consistent therewith, the Merger Agreement or with the written consent Company and each of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and Subsidiaries shall use its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all respective reasonable efforts consistent with past practice and policies to preserve its business organization intact and maintain its existing relations and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships goodwill with customers, suppliers, distributors, creditors, licensors, licensees licensees, lessors, employees and others having business dealings with it or its subsidiaries so that its associates. Without limiting the generality of the foregoing, the Company covenants and agrees as to itself and its subsidiaries' goodwill Subsidiaries that, after the date hereof and ongoing businesses shall be unimpaired at prior to the Effective Time (unless Parent shall otherwise consent in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of writing (any event request for consent to be considered by Parent in good faith and responded to within one (1) Business Day) or occurrence not in except as otherwise required by applicable Law or with respect to the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly transactions and commitments contemplated by this Agreement and the Merger Agreement Arrangement or with unless disclosed in Section 3.1(a) of the prior written consent of Best Buy (which shall not be unreasonably delayed or withheldCompany Disclosure Letter), neither the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit Company nor any of its subsidiaries to do, cause or permit any of the following: Subsidiaries shall: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (iiA) declare declare, set aside or pay any dividends on on, or make any other distributions (whether in cash, stock or property) in respect of, any of its shares or other equity interests, (B) split, combine or reclassify any of its shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its shares or (C) purchase, redeem or otherwise acquire any of its shares or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities, except for purchases, redemptions or other acquisitions of its shares or other securities required under the terms of any plans, arrangements or Contracts existing on the date hereof between the Company or any of its Subsidiaries and any director, officer, employee or consultant of the Company or any of its Subsidiaries; (ii) (A) issue, deliver, sell, grant, pledge, dispose of or otherwise encumber any of its shares, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares or voting securities, or any rights, warrants or options to acquire any such convertible securities (other than the issuance of Company Common Shares upon the exercise of Company Options outstanding on the date hereof or pursuant to Company RSUs outstanding on the date hereof, in each case in accordance with their terms on the date hereof without any action by the Company to accelerate the vesting of the Company Options or Company RSUs), or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units, or (B) amend any term of any outstanding security of the Company or its Subsidiaries; (iii) adopt or propose any change to its Organizational Documents; (iv) directly or indirectly acquire or agree to acquire (i) by merging or consolidating with, or by purchasing assets or stock of, or by any other manner, any Person or division, business or equity interest of any Person or (ii) any assets which, individually have a purchase price in excess of $15,000,000 or, in the aggregate, have a purchase price in excess of $15,000,000, except for capital expenditures (which are subject to paragraph (viii) below) and purchases of raw materials, supplies and other inventory items in the ordinary and usual course of business; (v) other than products sold to customers in the ordinary and usual course of business (without limitation as to dollar amount) or otherwise in the ordinary and usual course of business and not in an aggregate amount of more than $5,000,000, transfer, lease, license, guarantee, sell, dispose of or subject to any Lien any other property or assets (including share capital of any of its Subsidiaries); (vi) incur or modify any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, other than (A) indebtedness existing solely between the Company and its wholly owned Subsidiaries or between such wholly owned Subsidiaries or (B) indebtedness in an aggregate amount less than $2,500,000; (vii) make any loan, advance, or capital contribution to or investment in any Person other than loans in the ordinary and usual course of business and advances or capital contributions to or investments in any wholly owned Subsidiary in the ordinary and usual course of business; (viii) make or authorize or commit for any capital expenditures or any obligations or liabilities in respect thereof; (ix) (A) pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction in the ordinary and usual course of business or in accordance with their terms, of liabilities disclosed, reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary and usual course of business, (B) cancel any indebtedness, (C) waive or assign any claims or rights of substantial value or (D) except as permitted by Section 3.2, waive any benefits of, fail to enforce, or agree to modify in any respect, or consent to any matter with respect to which consent is required under (x) any standstill or similar agreements to which the Company or any of its Subsidiaries is a party or (y) other than in the ordinary and usual course of business consistent with past practice, any confidentiality or similar agreements to which the Company or any of its Subsidiaries is a party; (x) materially modify, materially amend or terminate any Company Material Contract, waive, release or assign any material rights or claims thereunder, or enter into any Contract (other than purchase orders in the ordinary and usual course of business), that if it had been entered in prior to the date hereof, would be a Company Material Contract; (xi) sell, transfer or out-license to any Person or otherwise extend, amend, modify, abandon, or make part of the public domain any rights to the material Intellectual Property Rights owned by the Company or its Subsidiaries, other than pursuant to (i) confidentiality agreements entered into in the ordinary and usual course of business containing customary terms that do not impose any obligations on the Company or its Subsidiaries other than those relating to the treatment of confidential information and (ii) any Contracts currently in place (that have been disclosed in writing to Parent prior to the date hereof) in accordance with their terms as of the date hereof; (xii) enter into any Contract that both (A) either provides for aggregate payments to or receipt by the Company in excess of $2,500,000, relates to a material product or material Intellectual Property Rights of the Company or is otherwise material to the Company, and (B) contains any restriction on the ability of the Company or any of its Subsidiaries to assign its rights, interests or obligations thereunder, unless such restriction would not preclude any assignment to Parent or any of its Subsidiaries following the consummation of the Arrangement; (xiii) except as required to ensure that any Employee Plan is not then out of compliance with applicable Law or to comply with any Company Compensation and Benefit Plan entered into prior to the date hereof, (A) adopt, enter into, terminate or amend any collective bargaining agreement or any Employee Plan, (B) increase in any manner the compensation, bonus or fringe or other benefits of, or pay any bonus of any kind or amount whatsoever to, any current or former director, officer, employee or consultant, (C) pay any benefit or amount not required under any Employee Plan, (D) grant or pay any severance or termination pay or increase in any manner the severance or termination pay of any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries, (E) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement, or any Employee Plan (including the grant of Company Equity Awards, “phantom” stock, “phantom” stock rights, stock based or stock related awards, performance units or the removal of existing restrictions in any Employee Plan or awards made thereunder), (F) amend or modify any Company Equity Awards, (G) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, Contract or arrangement or Employee Plan, (H) take any action to accelerate the vesting or payment of any compensation or benefit under any Employee Plan or (I) materially change any actuarial or other assumption used to calculate funding obligations with respect to any Company Pension Plan or change the manner in which contributions to any Company Pension Plan are made or the basis on which such contributions are determined; (xiv) except as required by Canadian GAAP or, for purposes of any reconciliation to US GAAP, by US GAAP, make any change in accounting methods, principles or practices, or write up, write down or write off the book value of any assets, individually or in the aggregate; (xv) make any material Tax election or settle or compromise any material liability for Taxes, change any Tax accounting period or any method of Tax accounting (except as required by applicable Law), file any amended material Tax Return, enter into any closing agreement relating to any material Tax, surrender any right to claim a material Tax refund, or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (xvi) adopt a plan of complete or partial liquidation, dissolution, or recapitalization or a plan of reorganization; (xvii) take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article IV not being satisfied; or (xviii) authorize or enter into any agreement or otherwise make any commitment to do any of the foregoing. (b) Parent covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless the Company shall otherwise consent in writing and except as otherwise required by applicable Law or as expressly set forth in this Agreement or the corresponding subsection of Section 3.1(b) of the Parent Disclosure Letter), neither Parent nor any of its Subsidiaries shall: (i) declare, set aside or pay any dividends (other than intercompany dividends) on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, of or in substitution for, for shares of its capital stock; (ii) in the case of Parent only, adopt or repurchase or otherwise acquire, directly or indirectly, propose any shares of change to its capital stock; or Organizational Documents; (iii) takeadopt a plan of complete or partial liquidation, dissolution, or agree recapitalization or a plan of reorganization; (iv) take any action that would, or that could reasonably be expected to, result in writing or otherwise to take, any of the actions described conditions set forth in Article IV not being satisfied; or (iv) authorize or (ii) above, enter into any agreement or any other action that would otherwise make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not commitment to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit do any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):foregoing.

Interim Operations. Pursuant The Company and REDI each covenants and agrees as to itself and, in the case of the Company, as to its subsidiaries, that after the date hereof and prior to the Merger AgreementClosing (unless, Musicland has agreed in the case of the Company or any of its subsidiaries, REDI, or in the case of REDI, the Company, shall otherwise expressly consent in writing and except as otherwise expressly permitted or contemplated by this Agreement or set forth in Section 5.1 of the Company Disclosure Letter or the REDI Disclosure Letter, respectively): (except a) the business of it and its subsidiaries shall be conducted only in the ordinary and usual course and, to the extent expressly contemplated by the Merger Agreement or with the written consent consistent therewith, each of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its it and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed subsidiaries shall use its reasonable best efforts to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its business organization intact and maintain its subsidiaries' relationships existing relations and goodwill with customers, suppliers, distributors, licensorscreditors, licensees lessors, employees and others having business dealings with it or associates; (ii) maintain and keep its subsidiaries so properties and assets in good repair and condition, subject to ordinary wear and tear; and (iii) maintain in effect all existing governmental permits that are required for the continued operation of its and its subsidiaries' goodwill and ongoing ’ respective businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except respects as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy they are currently conducted; (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit b) neither it nor any of its subsidiaries to do, cause or permit any of the following: shall (i) cause sell or permit pledge or agree to sell or pledge any amendments to its Certificate of Incorporation stock, limited liability company interests or Bylawsother equity interests owned by it; (ii) declare except as required by applicable law amend its certificate of formation, limited liability company agreement, memorandum or pay any dividends on or make any other distributions articles of association; (whether in cash, stock or propertyiii) in respect of any of its capital stock, or split, combine combine, subdivide or reclassify any of its capital stock outstanding limited liability company interests or issue other equity interests; (iv) declare, set aside or authorize the issuance pay any dividend or make any other distribution payable in cash, property, limited liability company interests or other equity interests in respect of any limited liability company interests or other securities equity interests (for the avoidance of doubt, this provision, in respect of REDI, shall be deemed to be an amendment to any provisions to the contrary in REDI’s limited liability company agreement), provided that, notwithstanding the foregoing, (x) the Company shall be permitted to make distributions to the Current ARCA Members in accordance with the terms of (or as approved by its Board under the terms of) its limited liability company agreement (including, without limitation, distributions in lieu accordance with Section 8.1. thereof in respect of the payment of taxes) prior to the Closing so long as the Company has the Requisite Company Cash Balance as of the Closing and the Company Closing Cash Balance exceeds the Requisite REDI Cash Balance by $30 million or more after giving effect to all distributions by the Company after the date hereof (including any declared but unpaid distributions) and (y) REDI shall be permitted to make distributions to the Contributors in accordance with the terms of (or as approved by its Board under the terms of) its limited liability company agreement prior to Closing so long as REDI has the Requisite REDI Cash Balance as of the Closing; or (v) repurchase, or in substitution forredeem, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stocklimited liability company interests or other equity interests or any securities or other equity interests convertible into or exchangeable or exercisable for any of its limited liability company interests or other equity interests; (c) neither it nor any of its subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any additional limited liability company interests, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any of its limited liability company interests or other equity interests of any class or any other property or assets; (ii) transfer, lease, license, guarantee, sell, mortgage, pledge, dispose of or encumber any property or assets; or (iii) take(A) make or authorize or commit for any capital expenditures in excess of $1,000,000 individually or the following amounts in the aggregate: (1) $6,000,000 in the aggregate through January 31, or agree 2002, (2) $10,000,000 in writing or otherwise to takethe aggregate through February 28, any of 2002, (3) $14,000,000 in the actions described aggregate through March 31, 2002, (4) $18,000,000 in the aggregate through April 30, 2002, and (i5) $22,000,000 in the aggregate through June 17, 2002 or (iiB) abovemake any acquisition of (by merger, consolidation, acquisition of stock or assets or any other means), or any investment in, assets or stock of any other action that would make any Person (other than acquisitions of its representations or warranties contained assets in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date ordinary course of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, business consistent with past practice); (d) except as expressly contemplated may be required by the Merger Agreementapplicable law or regulation, Musicland shall not do, cause or permit any of the following, or allow, cause or permit neither it nor any of its subsidiaries shall (x) grant any severance or termination pay to, increase the salary, wage, bonus or other compensation of, or enter into any employment or severance agreement with any director, manager, officer or other employee of it or any of its subsidiaries, or (y) terminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, any incentive, bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option or other stock based plan, any employment or severance agreement, plan, policy or arrangement, other employee benefit plan or any applicable “change of control” or similar provision in any plan, agreement, policy or arrangement that covers current or former employees, officers, directors or managers of it or any of its subsidiaries (or any trust or fund thereunder) or establish any target bonus levels, the size of any bonus pool, or any objectives for the achievement of any target bonus or any target bonus levels; (e) neither it nor any of its subsidiaries shall settle or compromise any material claims or litigation, modify, amend or terminate any of its material Contracts (including, without limitation, any Contract disclosed in response to doSection 3.29), cause in each case other than any such termination that will occur by the terms of such Contract without any action by it or any of its subsidiaries or any such modification, amendment or termination that is permitted under the terms of such Contract to be made by the other party or parties to such Contract, or enter into any Contract that would have been required to be disclosed or described in Section 3.29 of its Disclosure Letter if such Contract had been entered into on or prior to the date hereof (other than license agreements with respect to the sale of quote information or redisplay or republication of its limit order book) or waive, release, relinquish or assign any material Contract (including, without limitation, any Contract disclosed in response to Section 3.29) (or any of its rights or claims thereunder), in each case other than any such waiver, release, relinquishment or assignment that will occur by the terms of such Contract without any action by it or any of its subsidiaries or is permitted under the terms of such Contract to be made by the other party or parties to such Contract, or cancel or forgive any material indebtedness owed to it or any of its subsidiaries; (f) it shall not make any material tax election, amend any Tax elections currently in effect, change or consent to any change in any method of accounting for any Tax purpose, or file any Tax Return on a basis that is not consistent with past practice; (g) except as required by applicable law or regulation, permit any insurance policy naming it as a beneficiary or a loss payable payee to be canceled or terminated except in the ordinary and usual course of business; (h) except as may be required as a result of a change in law or in GAAP, neither it nor any of its subsidiaries shall change any of the followingaccounting practices, without principles or methods used by it; (i) neither it nor any of its subsidiaries shall adopt a plan of complete or partial liquidation, dissolution (except as required by applicable law), merger, consolidation, restructuring, recapitalization or other reorganization of it or any of its subsidiaries (other than the prior written consent transactions contemplated hereby); (j) neither it nor any of Best Buy its subsidiaries shall (which consent i) incur, assume, modify or prepay any long-term debt or incur, modify or assume any short-term debt, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any third party, including by means of any “keep well” or other agreement to support or maintain any financial statement condition of another Person, or (iii) accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates consistent with past practice; (k) neither it nor any of its subsidiaries shall not enter into any agreement or arrangement, or amend or modify any existing agreement or arrangement, or engage in any new transaction, with any of their respective members or affiliates on terms to it or any of its subsidiaries less favorable than could be unreasonably delayed reasonably expected to have been obtained with an unaffiliated third party on an arm’s-length basis; and (l) neither it nor any of its subsidiaries shall authorize or withheld):enter into an agreement to do any of the foregoing or take any action that would knowingly cause any of the representations or warranties, in the case of REDI, of REDI or any of the Contributors, or in the case of the Company or any of its subsidiaries, of the Company or any of the Current ARCA Members, contained in this Agreement to be untrue or incorrect.

Interim Operations. Pursuant Prior to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business except as set ------------------ forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless Sub has consented in writing thereto, the Company: (i) shall, and shall cause each of its Subsidiaries to, conduct its operations and business according to their usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and consistent with past practice; (ii) shall use its best efforts, and shall cause each of its Subsidiaries to use all reasonable efforts consistent with past practice and policies its best efforts, to preserve intact its their business organizations and its subsidiaries' present business organizationsgoodwill, keep available the services of its and its subsidiaries' present their respective officers and key employees and preserve its and its subsidiaries' maintain satisfactory relationships with customers, suppliers, distributors, licensors, licensees and others those persons having business dealings relationships with it them; (iii) shall not, and shall cause its Subsidiaries not to, amend their respective Articles of Incorporation or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses by-laws or comparable governing instruments; (iv) shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy Sub of (x) any material change in its condition (financial or otherwise), business, prospects, properties, assets, liabilities or the normal course of its business or of its properties, (y) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (z) the breach of any event representation or occurrence warranty contained herein; (v) shall promptly deliver to Sub correct and complete copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (vi) shall not, and shall not permit any of its Subsidiaries to, authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger), release or relinquishment of any material contract rights, or any acquisition or disposition of assets or securities in excess of $100,000 in the aggregate other than in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or consistent with the prior written consent of Best Buy past practice; (which vii) shall not, and shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries Subsidiaries to, (x) grant, confer or award any options, warrants, conversion rights or other rights, not existing on the date hereof, to doacquire any shares of its capital stock or other securities of the Company or its Subsidiaries or (y) accelerate, cause amend or change the period of exercisability of options or restricted stock granted under any employee stock plan or, except as contemplated by Section 4.3(a)(i), authorize cash payments in exchange for any options granted under any of such plans; (viii) shall not, and shall not permit any of its Subsidiaries to, amend in any material respect the following: terms of the Benefit Plans, including, without limitation, any employment, severance or similar agreements or arrangements in existence on the date hereof, or adopt any new employee benefit plans, programs or arrangements or any employment, severance or similar agreements or arrangements; (iix) cause or shall not, and shall not permit any amendments of its Subsidiaries to (x) increase or agree to increase the compensation payable or to become payable to its Certificate officers or, other than increases in accordance with past practice which are not material, to its employees or (y) enter into any collective bargaining agreement; (x) shall not, and shall not permit any of Incorporation its Subsidiaries to, (x) incur, create, assume or Bylaws; otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, corporation or other entity or (iiy) declare make any loans or advances to any other person, except in the case of clause (x) for borrowings under existing credit facilities in the ordinary course of business and, except in the case of clause (y) for advances consistent with past practice which are not material; (xi) shall not, and shall not permit any of its Subsidiaries to, (x) materially change any practice with respect to Taxes, (y) make, change or revoke any material Tax election, or (z) settle or compromise any material dispute involving a Tax liability; (xii) shall not, and shall not permit any of its Subsidiaries to, (x) declare, set aside or pay any dividends on dividend or make any other distributions (whether in cash, distribution or payment with respect to any shares of its capital stock or propertyother ownership interests or (y) in respect directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its capital stockSubsidiaries, or make any commitment for any such action or (z) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, of or in substitution forfor shares of its capital stock; (xiii) shall not, and shall not permit any of its Subsidiaries to, issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other securities or repurchase any securities convertible into, or otherwise any rights, warrants or options to acquire, directly any such shares, securities or indirectlyconvertible securities (other than the issuance of shares of Company Common Stock upon the exercise of Company Stock Options outstanding on the date hereof in accordance with their present terms); (xiv) shall not, and shall not permit any of its Subsidiaries to, make or agree to make any capital expenditure or expenditures with respect to property, plant or equipment which, individually or in a series of related transactions, is in excess of $100,000 or, in the aggregate, are in excess of $500,000 except as otherwise in the ordinary course of business consistent with past practice in order to satisfy actual or expected contractual commitments to customers; (xv) shall not, and shall not permit any of its Subsidiaries to, change any accounting principles or practices; (xvi) shall not, and shall not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company Reports or incurred thereafter in the ordinary course of business consistent with past practice, or waive any material benefits of, or agree to modify in any material respect, any shares confidentiality, standstill, non-solicitation or similar agreement to which the Company or any Subsidiary is a party; and (xvii) shall not, and shall not permit any of its capital stock; or (iii) Subsidiaries to take, or agree (in writing or otherwise otherwise) or resolve to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):foregoing actions.

Interim Operations. Pursuant to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during a) During the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger this Agreement and continuing until the earlier of the termination of the Merger this Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy unless SG has consented in writing thereto (which consent shall not be unreasonably delayed withheld or withheld):delayed), the Company and its Subsidiaries shall: (i) conduct its business and operations according to its usual, regular and ordinary course consistent with past practice; provided that the Company and the Subsidiaries may take actions reasonably necessary in connection with the sale or liquidation of New Haven Software Corporation (“New Haven Software”), S▇▇▇▇-▇▇▇▇▇▇▇ & Associates Pty. Limited (the “Australian Sub”) and/or S▇▇▇▇-▇▇▇▇▇▇▇ & Associates, Limited (the “UK Sub”); (ii) use commercially reasonable efforts to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those Persons having business relationships with it; provided that the Company and the Subsidiaries may take all actions reasonably necessary in connection with the sale or liquidation of New Haven Software, the Australian Sub and/or the UK Sub; (iii) not amend its charter or by-laws or comparable governing instruments; (iv) promptly notify SG of any material event affecting the Company and/or any Subsidiary, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), the breach of any representation or warranty contained herein or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate, any failure of the Company or any Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; (v) promptly deliver to SG true and complete copies of any report, statement or schedule filed with the Commission subsequent to the date of this Agreement; (vi) not (A) except pursuant to the exercise of options existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split, or reclassify, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, its capital stock or otherwise change its capitalization as it exists on the date hereof; (B) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (C) increase any compensation or fringe benefits or enter into or amend any employment agreement with any of its present or future officers, directors or employees, except for normal increases in salaries or wages of employees of the Company and/or its Subsidiaries who are not directors or officers of the Company in the ordinary course of business and consistent with past practice; (D) grant any severance or termination package to any employee or consultant not currently required to be paid under existing severance plans to, or enter into any employment, consulting or severance agreement or arrangement with, any present or former director, officer or other employee of the Company and/or any of its Subsidiaries; (E) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or to effect the conversion or cancellation of Company Options in accordance with Section 2.2 hereof or to terminate the Employee Stock Purchase Plan in accordance with Section 5.9 hereof or to amend such plans as required by law; or (F) establish, adopt, enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any present or former directors, officers or employees or the Company and/or any of its Subsidiaries, except if required by law; (vii) not (A) declare, set aside, make or pay any dividend or make any other distribution or payment payable in cash, stock, property or otherwise with respect to any shares of its capital stock or other ownership interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action; (viii) not enter into any material agreement or transaction, or agree to enter into any material agreement or transaction, outside the ordinary course of business, including, without limitation, any transaction involving any merger, consolidation, joint venture, license agreement, partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring, or a purchase, sale, lease or other acquisition or disposition of any assets or capital stock other than the sale or liquidation of New Haven Software, the Australian Sub and/or the UK Sub; (ix) not incur any indebtedness for borrowed money or assume, endorse, guarantee or otherwise become responsible for any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of others, in any such case other than in the ordinary course of its business; (x) not make any loans, advances or capital contributions to, or investments in, any other Person other than in the ordinary course of business; (xi) not make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xii) not voluntarily elect to alter materially the manner of keeping its books, accounts or records, or change in any manner the accounting practices or principles therein reflected except as required by GAAP; (xiii) not issue, deliver, sell, lease, sell and leaseback, pledge, dispose of or encumber, or authorize or commit to the issuance, delivery, sale, lease, sale/leaseback, pledge, disposition or Encumbrance of material properties or assets of the Company or any of its Subsidiaries, except liens for taxes not currently due and except (A) sales of assets or inventory in the ordinary course of business consistent with past practice and (B) sales or dispositions of obsolete or worthless assets; (xiv) use its commercially reasonable efforts to maintain insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are currently in effect; (xv) not (A) make or change any Tax election or method of accounting with respect to Taxes, (B) file any amended Tax Return or (C) settle or compromise any examination or proceeding with respect to any material Tax liability, in each case other than in the ordinary course of business; (xvi) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), except for the payment, discharge or satisfaction of liabilities or obligations in the ordinary course of business consistent with past practice, or waive, release, grant or transfer any rights of significant value; (xvii) settle or compromise any litigation for amounts in excess of an aggregate of $100,000 (whether or not commenced prior to the date of this Agreement), other than settlements involving amounts payable by the Company and/or the Subsidiaries that are not in excess of (x) amounts fully recoverable from insurers of the Company and/or the Subsidiaries or (y) amounts applied against self-insured retention amounts or deductibles (provided such settlements do not involve any material non-monetary obligations on the part of the Company and/or any Subsidiary); (xviii) change the composition, fill any vacancies or increase the size of the Company’s Board of Directors; or (xix) amend or modify in any material respect or terminate any existing intellectual property license, execute any new intellectual property license, sell, license or otherwise dispose of, in whole or in part, any Company Intellectual Property Rights, and/or subject any Company Intellectual Property Rights to any Encumbrance except in connection with the sale or liquidation of New Haven Software, the Australian Sub and/or the UK Sub. (b) For purposes of this Section 5.1, any action that the Company can establish was taken or approved by A▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or W▇▇▇▇▇▇ ▇. ▇▇▇▇▇ other than at the specific direction of the Company’s Board of Directors will be deemed to have been approved by SG, whether or not such action or approval is documented in writing.

Interim Operations. Pursuant (a) The Company and STI each covenants and agrees that, after the date hereof and prior to the Merger Agreement, Musicland has agreed Effective Time (except for subsection (iii) below which will continue after the Effective Time) (unless STI or the Company, as the case may be, shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as otherwise expressly contemplated by this Agreement or in its respective Disclosure Letter or as required by applicable Law): (i) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy)consistent therewith, during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its it and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to Subsidiaries shall use all reasonable efforts consistent with past practice and policies to preserve its business organization intact and maintain its existing relations and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships goodwill with customers, suppliers, regulators, distributors, licensorscreditors, licensees lessors, employees and others having business dealings with associates; (ii) it shall not (A) amend its certificate of incorporation or by- laws; (B) split, combine, subdivide or reclassify its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time outstanding shares of capital stock; (C) declare, set aside or pay any dividend payable in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy cash, stock or property in respect of any event capital stock, or occurrence not (D) repurchase, redeem or otherwise acquire, except in the ordinary course case of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or STI, in connection with the prior written consent redemption of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause outstanding STI Redeemable Warrants or permit any of its subsidiaries Subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; or ; (iii) take, or agree in writing or otherwise to take, neither it nor any of its Subsidiaries shall knowingly take or fail to take any action if the actions described in result of such taking or failure would be to (iA) prevent the Merger from qualifying for "pooling of interests" accounting treatment or as a "reorganization" within the meaning of Section 368(a) of the Code or (iiB) above, or any other action that would make cause any of its representations or and warranties contained in the Merger Agreement herein to become untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that; (iv) neither it nor any of its Subsidiaries will authorize, during the period from the date or enter into an agreement to do any of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement foregoing; and (v) each shall cause its respective Affiliates not to knowingly take or the Effective Timefail to take any action which it has agreed to do, except as expressly contemplated by the Merger Agreement, Musicland shall or not do, cause herein. (b) STI and the Company agree that any written approval obtained under this Section 6.1 may be relied upon by the other party if signed by the President or permit any another executive officer of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):other party.

Interim Operations. Pursuant Prior to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business except as set forth in the EVT Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Guidant has consented in writing thereto, which consent shall not be unreasonably withheld, EVT: (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as previously heretofore conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and ; (ii) shall use its reasonable efforts, and shall cause each of its Subsidiaries to use all its reasonable efforts consistent with past practice and policies efforts, to preserve intact its their business organizations and its subsidiaries' present business organizationsgoodwill, keep available the services of its and its subsidiaries' present their respective officers and key employees and preserve its and its subsidiaries' maintain satisfactory relationships with customers, suppliers, distributors, licensors, licensees and others those persons having business dealings relationships with it them; (iii) shall not, and shall cause its Subsidiaries not to, amend their respective Certificates of Incorporation or Bylaws or comparable governing instruments; (iv) shall promptly notify Guidant of (x) any material adverse change in its condition (financial or otherwise), business, properties, assets, prospects, liabilities or the normal course of its business or of its properties, (y) any litigation or governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (z) any material breach of any representation or warranty contained herein; (v) shall, upon receiving any written notice from any Taxing authority proposing any adjustment to any Tax relating to EVT or any of its Subsidiaries, give prompt written notice thereof to Guidant, which notice shall describe in detail each proposed adjustment; (vi) shall promptly deliver to Guidant true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (vii) subject to the provisions of Section 5.1, shall not, and shall not permit any of its Subsidiaries to, authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger), any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights; (viii) shall not, and shall not permit any of its Subsidiaries to, issue any shares of their capital stock or securities, except upon exercise of options outstanding on the date of this Agreement to purchase shares of EVT Common Stock outstanding under EVT Stock Option Plans, or effect any stock split or otherwise change its capitalization and except for up to 35,000 shares of EVT Common Stock to be issued pursuant to the Stock Purchase Plan; (ix) shall not, and shall not permit any of its Subsidiaries to, grant, confer or award any options, warrants, conversion rights or other rights, not existing on the date hereof, to acquire any shares of its capital stock or other securities of EVT or its subsidiaries so that its Subsidiaries except for options to purchase up to 100,000 shares of EVT Common Stock granted to newly hired officers, employees and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not consultants in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or consistent with the prior written consent of Best Buy past practice; (which x) shall not, and shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to doSubsidiaries to, cause take any action which would, or would be reasonably likely to, prevent the accounting for the Merger as a pooling of interests in accordance with APB No. 16, the interpretive releases issued thereto, and the pronouncements of the SEC. (xi) shall not and shall not permit any of its Subsidiaries to, take any actions which would, or would be reasonably likely to, prevent the following: Merger from qualifying as a reorganization with the meaning of Section 368(a) of the Code; (ixii) cause or shall not, and shall not permit any amendments of its Subsidiaries to, amend the terms of any EVT Benefit Plan, including, without limitation, any employment, severance or similar agreements or arrangements in existence on the date hereof, or adopt any new employee benefit plans, programs or arrangements or any employment, severance or similar agreements or arrangements except that EVT may hire employees in the ordinary course of business consistent with past practice and this subsection (xii) shall not preclude EVT from making payments under EVT Plans; (xiii) shall not, and shall not permit any of its Subsidiaries to, (x) incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, corporation or other entity except pursuant to the loan agreement existing on the date hereof between Guidant and EVT (the "Loan Agreement") or (y) make any loans or advances to any other person, except in the case of clause (x) for borrowings under existing credit facilities in the ordinary course of business; (xiv) shall not, and shall not permit any of its Certificate Subsidiaries to, (x) change any practice with respect to Taxes, (y) make, revoke or change any election with respect to Taxes or (z) settle or compromise any tax liability; (xv) shall not, and shall not permit any of Incorporation or Bylaws; its Subsidiaries to, (iiy) declare declare, set aside or pay any dividends on dividend or make any other distributions (whether in cash, stock distribution or property) in payment with respect of to any of its capital stock, or split, combine or reclassify any shares of its capital stock or issue other ownership interests or authorize the issuance of any other securities in respect of(z) directly or indirectly redeem, in lieu of, or in substitution for, shares of its capital stock, or repurchase purchase or otherwise acquire, directly or indirectly, acquire any shares of its capital stock; stock or (iii) take, or agree in writing or otherwise to take, any capital stock of the actions described in (i) or (ii) above, or any other action that would make any of its representations Subsidiaries, or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in make any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Timecommitment for any such action, except as expressly contemplated by for the Merger Agreementrepurchase of unvested shares from employees, Musicland consultants or directors in accordance with the EVT Plans and the agreements entered into pursuant thereto; and (xvi) shall not, and shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries Subsidiaries to, agree, in writing or otherwise, to do, cause or permit take any of the following, without the prior written consent of Best Buy (foregoing actions or take any action which consent shall not be unreasonably delayed would make any representation or withheld):warranty in Article 3 hereof untrue or incorrect.

Interim Operations. Pursuant During the period from the date of this Agreement to the Merger AgreementClosing Date, Musicland has agreed each of Parent, on the one hand, and the Company, on the other hand (each of Parent and the Company being referred to as a “Covenanting Party” for purposes of this Section 5.1), except with the other Covenanting Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed), as specifically required by this Agreement or as required by applicable Law, shall, and shall cause each of their respective Subsidiaries to, carry on its business in the ordinary course consistent with past practice and, to the extent expressly contemplated by the Merger Agreement or consistent with the written consent foregoing, use its reasonable best efforts to (a) preserve intact its current business organization and reputation, (b) preserve its assets, rights and properties in good repair and condition, (c) keep available the services of Best Buy)its and its Subsidiaries’ current directors, officers and other key employees and (d) preserve its goodwill and its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it and/or its Subsidiaries, and with Governmental Entities with jurisdiction over the Covenanting Party’s or its Subsidiaries’ significant operations. In addition to and without limiting the generality of the foregoing, during the period from the date of the Merger this Agreement to the earlier Closing Date, except as set forth in Section 5.1 of the termination relevant Covenanting Party’s Disclosure Schedule, as specifically required by this Agreement or as required by applicable Law, each Covenanting Party shall not, and shall cause its Subsidiaries not to, take any of the Merger Agreement or following actions without the Effective Time, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the other Covenanting Party’s prior written consent of Best Buy (which shall not to be unreasonably delayed withheld, conditioned or withheld)delayed): (a) (A) declare, the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare set aside or pay any dividends on on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interests, except for dividends by a wholly owned Subsidiary of such Covenanting Party to its parent (it being understood that no dividends or distributions whatsoever from Parent or from the Company shall be permitted), (B) purchase, redeem or otherwise acquire shares of capital stock or other equity interests of itself or its Subsidiaries or any options, warrants, or rights to acquire any such shares or other equity interests (other than in connection with satisfaction of required tax withholding in connection with the vesting or exercise of awards outstanding under the Parent Stock Plans on the Execution Date in accordance with their terms as in effect on such date) or (C) split, combine, reclassify or otherwise amend the terms of any of its capital stock, stock or split, combine or reclassify any of its capital stock other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of, of or in substitution for, for shares of its capital stockstock or other equity interests; (b) issue, or repurchase deliver, sell, grant, pledge or otherwise acquire, directly encumber or indirectly, subject to any Lien any shares of its capital stock; stock or (iii) takeother equity interests or any securities convertible into, or agree in writing exchangeable for or otherwise to take, exercisable for any of the actions described in (i) such shares or (ii) aboveother equity interests, or any rights, warrants or options to acquire, any such shares or other action equity interests, or any stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of capital stock of such Covenanting Party on a deferred basis or other rights linked to the value of shares of such Covenanting Party’s capital stock, including pursuant to Contracts as in effect on the date hereof (other than (A) the grant of such Covenanting Party’s options, restricted stock units or performance share units in the ordinary course of business, as provided in Section 5.1(b) of such Covenanting Party’s Disclosure Schedule; provided, that would make the aggregate number of shares of such Covenanting Party’s outstanding common stock subject to issuance or underlying the same shall not exceed the number shares of such Covenanting Party’s outstanding common stock as provided in Section 5.1(b) of such Covenanting Party’s Disclosure Schedule, and (B) the issuance of shares of such Covenanting Party’s common stock upon the exercise of such Covenanting Party’s options or settlement of such Covenanting Party’s restricted stock units or performance share units that are outstanding on the Execution Date in accordance with their terms as in effect on such date, including, with respect to Parent, net share withholding for Taxes); (c) amend or otherwise change (whether by merger, consolidation or otherwise), or authorize or propose to amend or otherwise change (whether by merger, consolidation or otherwise), its articles of incorporation or bylaws (or similar organizational documents) of it or its Subsidiaries; (d) directly or indirectly acquire or agree to acquire (A) by merging or consolidating with, purchasing an equity interest in or a portion of the assets of, making an investment in or loan or capital contribution to or in any other manner, any corporation, partnership, association or other business organization or division thereof (or any ownership, membership, investment or profit interest therein), or (B) any assets, real property, or personal property, except (1) acquisitions of supplies, materials and similar assets in the ordinary course of business consistent with past practice, (2) transactions involving only one or more of such Covenanting Party and any direct or indirect wholly-owned Subsidiaries of such Covenanting Party, or (3) in one or more transactions with respect to which the aggregate consideration for all such transactions during the period from the Execution Date to the Closing Date does not exceed $30,000,000, in each case (1) through (3) subject to the restrictions set forth in Section 5.7(a); (e) directly or indirectly sell, assign, lease, license, transfer, exchange, dispose of, sell and leaseback, abandon, let lapse, mortgage or otherwise encumber or subject to any Lien (other than a Permitted Lien) or otherwise dispose in whole or in part of any of its representations material properties, assets or warranties contained rights or any interest therein (including any material Representing Party Intellectual Property), other than (1) in the Merger Agreement untrue ordinary course of business consistent with past practice and (2) in addition to clause (1), except with respect to Representing Party Intellectual Property, in one or incorrect or prevent it from performing or cause it not more transactions with respect to perform its covenants contained in which the Merger Agreement in any material respect. Musicland has also agreed that, aggregate consideration for all such transactions during the period from the date of this Agreement to the Merger Closing Date does not exceed $20,000,000; (f) adopt or publicly propose or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, or resolve or authorize a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, in each case of such Covenanting Party or any of its material Subsidiaries, or create any new Subsidiaries, other than to complete internal restructurings or dissolutions involving only wholly-owned entities; (g) incur, create, assume or otherwise become liable for any Indebtedness, or amend, modify, repay, prepay or refinance any Indebtedness except (A) for Indebtedness incurred, repaid or prepaid in the ordinary course of business and consistent with past practice under such Covenanting Party’s current revolving credit facilities or any refinancing, substitution or replacement thereof in terms no less favorable to such Covenanting Party than the existing financing (including in respect of call protection), not to exceed $50,000,000 in the aggregate outstanding at any time incurred by such Covenanting Party or any of its Subsidiaries, (B) for any intercompany Indebtedness solely involving such Covenanting Party and/or direct or indirect wholly-owned Subsidiaries, (C) guarantees by such Covenanting Party of Indebtedness of its Subsidiaries, which Indebtedness is incurred in compliance with this Section 5.1(g), or (D) for the repayment of any Indebtedness existing on the date of this Agreement that comes due following the date hereof, in accordance with its terms; (h) make any loans, advances or capital contributions to any other Person, other than loans, advances or capital contributions solely involving only one or more of such Covenanting Party and continuing until the earlier any direct or indirect wholly-owned Subsidiaries of the termination of the Merger Agreement such Covenanting Party; (i) incur or the Effective Timecommit to any capital expenditures or any obligations or liabilities in respect thereof, except for (i) those as expressly contemplated by the Merger AgreementCovenanting Party’s fiscal 2017 budget and capital expenditure plan made available to the other Covenanting Party prior to the Execution Date (whether or not such capital expenditures are made during the Company’s 2017 fiscal year), Musicland shall (ii) capital expenditures for vehicle lease facilities with an aggregate amount of Indebtedness not doexceeding $20,000,000 or (iii) any other capital expenditures not to exceed $5,000,000 in the aggregate; (j) other than as permitted by Section 5.1(m), cause (A) pay, discharge, compromise, settle or permit satisfy any material claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or as required by their terms as in effect on the followingdate of this Agreement of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of such Covenanting Party prior to the Execution Date (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or allow, cause (B) cancel any material Indebtedness owed to such Covenanting Party or permit any of its subsidiaries to doSubsidiaries; (k) other than in the ordinary course of business consistent with past practice , cause (A) materially modify, materially amend, terminate, cancel or permit extend any of such Covenanting Party’s Material Contracts or waive, release or assign any material rights, benefits or claims thereunder, or (B) enter into any Contract that if in effect on the followingdate hereof would be a Material Contract of such Covenanting Party; (l) notwithstanding Section 5.1(k), enter into, amend or renew any (i) vendor Contract with a term in excess of one year that would require payments over the term of such vendor Contract in excess of $1,000,000, or (ii) lease of real property for a term in excess of three years or that would require annual payments in excess of $1,000,000; (m) other than with respect to any Parent Stockholder Litigation or Company Stockholder Litigation or any appraisal proceeding, commence any Action (other than (A) in the ordinary course of business or (B) an Action as a result of an Action commenced against such Covenanting Party or any of its Subsidiaries), or compromise, settle or agree to settle any Action (including any Action relating to this Agreement, the Voting Agreements, the Stockholders Agreements or the Transactions) other than compromises, settlements or agreements in the ordinary course of business consistent with past practice that involve only the payment of money damages not in excess of $1,000,000 individually (in each case, net of insurance proceeds), in any case without the prior written consent imposition of Best Buy any equitable relief on, or the admission of wrongdoing by, such Covenanting Party; provided, that the restrictions in this clause (which consent m) shall not apply to claims that a Party has against one or more other Parties arising out of this Agreement, the Voting Agreements, the Stockholders Agreements or the Transactions; provided, that the Company shall take the actions set forth in Section 5.1(m) of the Company Disclosure Schedule; (n) change its financial accounting methods, principles or practices, except insofar as required by GAAP, Regulation S-X of the Exchange Act or any Governmental Entity; (o) (A) settle or compromise any material liability for Taxes, (B) file any amended Tax Return or claim for Tax refund, (C) make, revoke or modify any Tax election, (D) file any Tax Return other than on a basis consistent with past practice, (E) enter into or amend any Tax Sharing Agreement or similar agreement, or (F) change any method of accounting for Tax purposes; (p) change its fiscal year; (q) except as required to comply with any such Parent Benefit Plan if the Parent is the covenanting party and Company Benefit Plan if the Company is the covenanting party (each the “Covenanting Party’s Benefit Plan”), as in effect as of the date hereof, or the terms of this Agreement and subject to Section 5.1(b), (A) with respect to any current or former director, employee, independent contractor or consultant of such Covenanting Party, grant any such individual any increase in compensation, bonus or other benefits, or grant any type of compensation or benefits to any such individual not previously receiving or entitled to receive such type of compensation or benefit, or pay any bonus of any kind or amount to any such individual, other than increases in compensation or benefits or the payment of bonuses in the ordinary course of business consistent with past practice, (B) grant or pay to any current or former director, employee, independent contractor or consultant of such Covenanting Party any severance, change in control, retention, termination or similar compensation or benefit, or modifications thereto or increases therein, other than severance payments in the ordinary course of business consistent with past practice, (C) pay any benefit or grant or amend any equity compensation award (including in respect of the removal or modification of any restrictions in any such Covenanting Party’s Benefit Plan or awards made thereunder) to any current or former director, employee, independent contractor or consultant of such Covenanting Party, other than in the ordinary course of business consistent with past practice, (D) adopt or enter into any collective bargaining agreement or other labor union contract or recognize any new labor organization, union, employee association, trade union, works council or other similar employee representative, (E) take any action to amend such Covenanting Party’s Benefit Plan or Contract in any material respect or accelerate the vesting, funding or payment of any compensation or benefit under any such Covenanting Party’s Benefit Plan or other Contract or (F) adopt any new employee benefit or compensation plan or arrangement that would otherwise be unreasonably delayed considered a Covenanting Party’s Benefit Plan if in effect of the date of this Agreement; (r) enter into any new line of business outside of its existing business that would be material to the Covenanting Party and its Subsidiaries, taken as a whole; (s) other than in the ordinary course of business consistent with past practice of such Covenanting Party (in effect and amount), engaging in any practice which would have the effect of (A) postponing payments payable by such Covenanting Party in connection with the operation or withheld):conduct of such Covenanting Party’s operations (including by failing to make prepayments in the ordinary course of business or failing to pay vendor invoices by their applicable due date, negotiating the deferral of invoicing or delivery of goods or services, or otherwise failing to pay vendors in accordance with the terms of the applicable vendor Contract), (B) accelerating collections of accounts receivable or other payments owed by any Person to such Covenanting Party (whether or not through concessions, early payment discounts or other benefits), (C) drawing advances under any Contracts with customers, or (D) failing to maintain a customary level of inventory, supplies, services and purchase order activity consistent with historical levels; (A) enter into, amend or renew (1) any Contracts (other than compensation and employee benefits which are subject to Section 5.1(q)) with any officer, director or affiliate (other than a wholly-owned Subsidiary of such Covenanting Party) or sponsor of such Covenanting Party or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), including any Contract pursuant to which such

Interim Operations. Pursuant to the Merger Agreement, Musicland has agreed (except to the extent expressly a) Except as contemplated by the Merger this Agreement or with as set forth in Section 7.1(a) of the written consent of Best Buy)Company Disclosure Letter, during the period from and after the date of the Merger this Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on unless Purchaser has consented in writing thereto, the Company shall, and shall cause each of its Subsidiaries to: (i) conduct their respective businesses and operations only in its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and of business consistent with past practice; (ii) to use all reasonable efforts consistent with past practice and policies to (A) preserve intact its their business organizations and its subsidiaries' present business organizationsgoodwill, (B) maintain in effect all existing material qualifications, licenses, permits, approvals and other authorizations referred to in Section 5.1 and Section 5.12, (C) keep available the services of its and its subsidiaries' present the officers and key employees of the Company and each Subsidiary, and (D) preserve its and its subsidiaries' existing relationships with customers, suppliers, distributors, licensors, licensees material customers and others suppliers and those Persons having business dealings relationships with it them; (iii) promptly upon the discovery thereof notify Purchaser of the existence of any breach of any representation or its subsidiaries so warranty contained herein (or, in the case of any representation or warranty that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at makes no reference to Company Material Adverse Effect or materiality, any breach of such representation or warranty in any material respect) or the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy occurrence of any event that would cause any representation or occurrence warranty contained herein no longer to be true and correct (or, in the case of any representation or warranty that makes no reference to Company Material Adverse Effect or materiality, to no longer be true and correct in any material respect); (iv) promptly deliver to Purchaser copies of any report, statement or schedule filed with or furnished to the SEC subsequent to the date of this Agreement; and (v) prepare and file all documents with, and make all payments to, the United States Patent and Trademark Office and/or any other Governmental Entity as necessary or appropriate to maintain each Proprietary Right listed in the Company Disclosure Letter in full force and effect, and to correct any and all material deficiencies in previous payments of patent application prosecution and maintenance fees in connection with such Proprietary Rights, including payments of prosecution and maintenance fees to which the "small entity discount" was taken in violation of applicable law. (b) Without limiting the generality of the foregoing, from and after the date of this Agreement to the Effective Time, except as set forth in Section 7.1(b) of the Company Disclosure Letter or unless Purchaser has consented in writing thereto, the Company shall not, and shall not permit any of its Subsidiaries to: (i) propose to its stockholders an amendment to or amend its certificate of incorporation or bylaws or comparable governing instruments, except for any amendment required in connection with the performance by the Company or its Subsidiaries of their respective obligations under this Agreement; (ii) grant, issue, sell, pledge, encumber, transfer, deliver or register for issuance or sale any shares of capital stock or other ownership interest in the Company (other than issuances of Common Stock (and accompanying Rights) pursuant to the exercise of Options or Warrants outstanding on the date hereof or pursuant to the Rights Agreement) or any of its Subsidiaries, or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest or convertible or exchangeable securities; or accelerate any right to convert or exchange or acquire any securities of the Company or any of its Subsidiaries for any such shares or ownership interests; (iii) effect any stock split, combination, reclassification or conversion of any of its capital stock or otherwise change its capitalization as it exists on the date hereof; (iv) directly or indirectly redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any shares of its capital stock or capital stock of any of its Subsidiaries, other than by repurchasing restricted stock or upon the cashless exercise of options, in each case in the ordinary course of business; (v) sell, lease, license, encumber or otherwise dispose of any of its assets (including Intellectual Property of the Company or its subsidiariesSubsidiaries or capital stock of any of its Subsidiaries), except for sales of inventory and obsolete equipment and other obsolete assets in the ordinary course of business (excluding capital stock of its Subsidiaries) consistent with past practices; (a) merge or consolidate with, or acquire any interest in, any corporation, partnership, limited liability company, association or other business organization or division thereof except for the creation of a wholly owned Subsidiary of the Company in the ordinary course of business, (b) acquire or agree to acquire any material assets, except for acquisitions of inventory, equipment and raw materials in the ordinary course of business and consistent with past practice or (c) make any loan or advance to, or otherwise make any investment in, any Persons other than loans or advances to, or investments in, Subsidiaries of the Company existing on the date of this Agreement consistent with past practices; (vii) incur or assume any indebtedness for borrowed money, issue or sell any debt securities or warrants or rights to acquire any debt Securities of the Company or any of its Subsidiaries or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person (except wholly owned Subsidiaries of the Company or in the ordinary course of business up to $250,000), in any such case in excess of $250,000, except for the incurrence of indebtedness for working capital purposes in the ordinary course of business under the Company's or its Subsidiaries' existing credit facilities and capital expenditures made in accordance with the Company's or its Subsidiaries' previously adopted capital budgets, copies of which have been provided to Purchaser; (viii) make or forgive any loans, advances or capital contributions to, or investments in, any other Person; (A) enter into any new employment, severance, termination, consulting or salary continuation agreements with any newly hired employees other than in the ordinary course of business or which could have enter into any of the foregoing with any existing officers or directors or alter or amend in any way, except as may be required by Law or pursuant to any Contract or commitment in existence as of the date hereof, any compensation or benefits due to employees other than increases or new incentive awards in the ordinary course of business consistent with past practices; (B) except as required by Law or any existing Company Employee Plan or Material Contract or in the ordinary course of business consistent with past practice, increase the amount of compensation of or grant new incentive awards to any director or officer of the Company or any of its Subsidiaries; (C) except as required by Law, a Material Adverse Effect Contract existing on Musicland. Except the date hereof or pursuant to a Company severance policy or Company Employee Plan existing on the date hereof, grant any severance or termination pay to any director or officer of the Company or any of its Subsidiaries; (D) except as expressly required by Law, adopt any additional employee benefit plan; (E) except as required by any existing Company Employee Plan or agreement thereunder or Material Contract, provide for the payment of any amounts as a result of the consummation of the transactions contemplated by this Agreement; or (F) pay any bonuses except to the Merger Agreement extent earned under existing awards or with new incentive awards listed in Section 5.10(l) of the prior written consent Company Disclosure Letter; (x) except as required by applicable law, adopt or amend in any material respect or terminate any employee benefit plan or arrangement; (xi) make any material changes in the type or amount of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause their insurance coverage or permit any of material insurance policy naming the following, Company or allow, cause or permit any of its subsidiaries Subsidiaries as a beneficiary or a loss payee to dobe canceled or terminated other than in the ordinary course of business; (xii) except as required by changes in applicable Law or GAAP, cause in each case, as concurred by its independent public accountants, change any accounting methods, principles or permit practices used by the Company or its Subsidiaries or change the Company's fiscal year; (A) settle, pay or discharge, or admit liability or consent to non-monetary relief in respect of any litigation, investigation, arbitration, proceeding or other claim, liability or obligation arising from the conduct of business in the ordinary course or otherwise for an amount in excess of $250,000 unless compelled by final, non-appealable court order or other binding order of a Governmental Entity; or (B) settle, pay or discharge any claim against the Company with respect to or arising out of the transactions contemplated by this Agreement; (A) except as required by Law, make any material Tax election or take any position on any Company Return filed on or after the date of this Agreement or adopt any method therein that is materially inconsistent with elections made, positions taken or methods used in preparing or filing similar returns in prior periods unless such position or election is pursuant to applicable Law or the Code, (B) enter into any settlement or compromise of any material Tax liability, (C) except as required by law, file any amended Company Return that would result in a material change in Tax liability, taxable income or loss, (D) change any annual Tax accounting period, (E) enter into any closing agreement relating to any material Tax liability, or (F) give or request any waiver of a statute of limitation with respect to any Company Return; (xv) enter into any new line of business; (xvi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries or alter through merger, liquidation, reorganization or restructuring the following: corporate structure of any of its Subsidiaries (iother than the Merger); (xvii) cause enter into any contract or agreement other than in the ordinary course of business consistent with past practices that would be material to the Company and its Subsidiaries, taken as a whole; (xviii) except as required by applicable Law or GAAP, revalue in any material respect any of its assets, including writing down the value of inventory in any material manner, or writing-off notes or accounts receivable in any material manner; (xix) permit to lapse any amendments to registrations or applications for material Intellectual Property owned, licensed, or used by the Company or any of its Certificate of Incorporation or Bylaws; Subsidiaries; (iixx) declare or set aside or pay for any dividends on dividend or make any other distributions distribution (whether in cash, stock or propertyproperty or any combination thereof) in respect of capital stock of the Company; (xxi) amend, alter or modify the terms of any currently outstanding rights, warrants or options to acquire or purchase any capital stock of, or ownership interest in, the Company, or any securities convertible into or exchangeable for such capital stock or ownership interest; (xxii) except in the ordinary course of business or as required by Law, amend, modify or terminate any Material Contract, agreement or arrangement of the Company or any Subsidiary, or otherwise waive, release or assign any material rights, claims or benefits of the Company or any Subsidiary thereunder; (xxiii) enter into any license with respect to Intellectual Property unless such license is non-exclusive and entered into in the ordinary course of business consistent with past practice; (xxiv) make any capital expenditures or series of capital expenditures which are not reflected in the business plans of the Company previously provided to the Purchaser in excess of $250,000; (a) redeem the Rights, or amend or modify or terminate the Rights Agreement, (b) permit the Rights to become non-redeemable at the redemption price currently in effect, except by reason of clause (c) below, or (c) take any action which would allow any Person other than Purchaser or Merger Sub or any of their affiliates to become the Beneficial Owner (as defined in the Rights Agreement) of 15% or more of the Common Stock without causing a Distribution Date (as defined in the Rights Agreement) or a Stock Acquisition Date (as defined in the Rights Agreement) to occur or otherwise take any action which would render the Rights Agreement inapplicable to any transaction contemplated by such Person; (xxvi) unless such terms as waived, modified or consented to are no more favorable to the other party than those set forth in the Confidentiality Agreement (as defined below), waive any benefits of, or agree to modify in any respect, or fail to enforce, or consent to any matter with respect to which consent is required under, any standstill or similar agreement to which the Company or any of its capital stockSubsidiaries is a party or waive any material benefits of, or splitagree to modify in any material respect, combine or reclassify fail to enforce in any material respect, or consent to any matter with respect to which consent is required under, any material confidentiality or similar agreement to which the Company or any of its capital stock Subsidiaries is a party; (xxvii) knowingly or issue intentionally take any action that is reasonably likely to result in any of the representations or authorize warranties of the issuance of Company hereunder being untrue in any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockmaterial respect; or or (iiixxviii) take, or agree in writing or otherwise to take, take any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):foregoing actions.

Interim Operations. Pursuant Except (v) as required by applicable Law, (w) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed; provided, that for clauses (m)(ii) (solely with respect to purchase orders, work orders or statements of work, in each case, under Key Customer Contracts and Key Supplier Contracts existing as of the Merger date hereof), (m)(iii), (m)(iv) or (r), such approval shall be deemed to have been given if Parent has not approved or denied a request from the Company within forty-eight (48) hours of receipt of such request), (x) for commercially reasonable actions as required to comply with Lockdown Measures, (y) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (z) as expressly provided for in this Agreement, Musicland has agreed (except the Company covenants and agrees as to itself and its Subsidiaries that, from and after the extent expressly contemplated by the Merger execution of this Agreement or with the written consent of Best Buy), during the period from the date of the Merger Agreement and prior to the earlier of (1) the Effective Time or (2) the termination of this Agreement in accordance with ARTICLE VIII, (A) the Merger Agreement or the Effective Time, to carry on Company shall use its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed commercially reasonable efforts to (i) pay conduct its business and to cause the business of its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts Subsidiaries in the ordinary course of business consistent with past practice (provided that such past practice shall not include any actions that would have been prohibited by Section 6.1(B)), including complying with the terms of all Material Contracts and policies to preserving and maintaining the value of the businesses and assets of the Company, (ii) preserve intact its the goodwill and its subsidiaries' present business organizations, keep available current relationships of the services Company and each of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships Subsidiaries with customers, suppliers, distributorsand other Persons with which the Company or any of its Subsidiaries has business relations, licensorsand (iii) provide prompt written notice (in any event, licensees and others having within forty-eight (48) hours) to Parent if any customer, supplier or any other Person with which the Company or any of its Subsidiaries has business dealings relations, terminates or communicates to either an officer of the Company or a Person who has the principal business relationship with such customer, supplier or other Person the intention or threat to terminate, its relationship with the Company or any of its Subsidiaries, or the intention to reduce substantially the quantity of products or services it purchases from or supplies to the Company or any of its subsidiaries so Subsidiaries, or provides to the Company a formal complaint, in writing, expressing dissatisfaction with the products or services sold by the Company or any of its Subsidiaries; provided, however that its and its subsidiaries' goodwill and ongoing businesses no action that is specifically permitted by Section 6.1(B) shall be unimpaired at deemed a breach of either this clause (A) or any other subclause of Section 6.1(B) and (B) without limiting the Effective Time generality of, and in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in furtherance of, the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by foregoing, the Merger Agreement or with the prior written consent of Best Buy (which Company shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall and will not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries Subsidiaries to do(it being understood that any action, cause or permit even if taken in furtherance of Section 6.1(A), that would be prohibited by any of the following: following clauses (a)-(x) shall be prohibited): (a) (i) cause amend, supplement or permit any amendments to otherwise modify its Certificate certificate of Incorporation incorporation or Bylaws; bylaws (or comparable governing documents), (ii) declare split, combine, subdivide or reclassify its outstanding equity interests (except for any such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such transaction), (iii) declare, set aside or pay any dividends on dividend or make any other distributions (whether distribution payable in cash, stock or propertyproperty (or any combination thereof) in respect of any of its capital stockequity interests (except for any dividends or distributions paid by a Subsidiary of the Company to another Subsidiary of the Company or to the Company) or (iv) purchase, repurchase, redeem or split, combine or reclassify otherwise acquire any of its capital stock equity interests or any securities convertible or exchangeable into or exercisable for any of its equity interests (other than forfeiture of, or withholding of Taxes with respect to Company Restricted Stock Units or Company Performance Stock Units in connection with any Taxable event related to such awards, in each case in accordance with past practice and with the terms of the applicable Company Stock Plan as in effect on the date of this Agreement (or as modified after the date of this Agreement in accordance with the terms of this Agreement)); (b) merge or consolidate with any other Person, or restructure, reorganize or completely or partially liquidate (other than mergers among, or the restructuring, reorganization or liquidation of, any Subsidiaries of the Company that would not prevent, delay or impair the Merger or the other transactions contemplated by this Agreement or create any Subsidiary of the Company or any of its Subsidiaries); (c) except as required by the terms of a Company Plan in effect as of the date hereof, (i) increase the wages, salary or other compensation (whether cash or equity) or benefits with respect to any of the Company’s or its Subsidiaries’ directors, officers or employees or other service providers whose annual base salary or rate exceeds $150,000, (ii) establish, adopt, enter into, amend in any material respect or terminate any Company Plan that is material, either individually or in the aggregate, to the Company or its Subsidiaries, (iii) hire, engage, promote or terminate (other than for cause) any employee or other service provider of the Company’s or its Subsidiaries’ (or any Person who would be an employee or other service provider of the Company or its Subsidiaries if employed or engaged as of the date hereof) other than the hiring, engagement or promotion, each in the ordinary course of business consistent with past practice, of a Person whose annual base salary or rate is less than $150,000, provided that such hired, engaged or promoted Person is terminable “at-will” without any additional Liability to the Company and its Subsidiaries, (iv) accelerate the time of payment or vesting of any compensation or benefits of any of the Company’s or its Subsidiaries’ directors, officers or employees or other service providers or (v) grant any change of control, transaction or retention bonuses or similar payments or other incentive awards to any of the Company’s or its Subsidiaries’ directors, officers or employees or other service providers; (d) effectuate, engage in or provide notice of a “plant closing” or “mass layoff” as those terms are defined in a WARN Act, or effectuate, engage in or provide notice of any similar reduction in force or redundancy; (e) incur any Indebtedness, guarantee, endorse, assume or otherwise become liable or responsible (directly or indirectly) for any Indebtedness of another Person or issue any rights to acquire any Indebtedness, except (i) in the ordinary course of business, borrowings under the Company’s revolving credit facility as in effect as of the date hereof, including pursuant to the Existing Credit Agreements, (ii) pursuant to (A) to the extent not drawn upon and payments are not triggered thereby, letters of credit, bank guarantees, security or performance bonds or similar credit support instruments and (B) overdraft facilities or cash management programs, in each case issued, made or entered into in the ordinary course of business consistent with past practice, (iii) hedging in compliance with the hedging strategy of the Company as of the date of this Agreement in the ordinary course of business consistent with past practice and not for speculative purposes, and (iv) pursuant to factoring arrangements as in effect as of the date hereof; (f) make or commit to any capital expenditures that exceed $5,000,000 in the aggregate; (g) transfer, lease, license, sell, assign, mortgage, pledge, place a Lien (other than a Permitted Lien) upon or otherwise dispose of any material properties or assets (other than (i) selling inventory in the ordinary course of business consistent with past practice, (ii) transactions among the Company and its Subsidiaries, or (iii) non-exclusive licenses of Intellectual Property or expiration of Intellectual Property in accordance with statutory terms); (h) issue, deliver, sell, grant, assign, pledge, transfer, or encumber, agree or commit to or authorize the issuance of any other securities in respect issuance, delivery, sale, grant, transfer, assignment, pledge or encumbrance of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; stock or any other equity interest in the Company or any Company Subsidiary or any securities convertible or exchangeable into or exercisable for, or any options, warrants or other rights to acquire, any such shares or equity interest, except (A) for any Common Shares issued pursuant Company Restricted Stock Units or Company Performance Stock Units outstanding on the date of this Agreement in accordance with the existing terms of such awards and the Company Stock Plan, (B) pursuant to the terms of the Subscription Agreement and (C) by Subsidiaries to the Company or to any other Subsidiary of the Company; (i) acquire or commit to acquire any business, assets or other property (other than real property), whether by merger, consolidation, purchase of property or assets or otherwise (other than acquiring inventory in the ordinary course of business consistent with past practice); (j) make any material change with respect to its financial accounting policies or procedures, except as required by changes in GAAP (or any authoritative interpretation thereof) or by applicable Law; (k) abandon any material existing lines of business or enter into any material new line of business other than any line of business that is reasonably ancillary to and a reasonably foreseeable extension of any line of business as of the date of this Agreement; (l) make any loans, advances or capital contributions to, or investments in, any Person (other than loans, advances or capital contributions to the Company or any direct or indirect wholly owned Subsidiary of the Company); (m) (i) amend or modify in any material respect or intentionally violate, terminate (excluding terminations upon expiration of the term thereof in accordance with the terms thereof), waive or take any action that would prevent the automatic extension of the term of any Material Contract or waive, release, assign or fail to enforce any material rights, claims or benefits under any Material Contract, (ii) enter into any Contract that would have been a Material Contract had it been entered into prior to the date of this Agreement unless it is (1) on economic terms (on a per unit and aggregate basis) substantially consistent with, or at least as favorable to the Company or its Subsidiaries than, (2) on non-economic terms that, in the aggregate, are at least as favorable to the Company or its Subsidiaries than (and that do not impose additional material restrictions on the Company and its Subsidiaries), in any such case, either (A) a Contract it is replacing or (B) a form of such Material Contract made available to Parent prior to the date hereof or (3) a purchase order, work order or statement of work issued pursuant to the terms of an existing Contract as of the date hereof, in each case, that does not amend or modify such underlying Contract, (iii) takeengage in any scheduled meetings with any counterparty of any Key Customer Contract or Key Supplier Contract for the purpose of (x) attempting to renegotiate the material terms of such Key Customer Contract or Key Supplier Contract, (y) refusing to comply with the Company’s obligations under such Key Customer Contract or Key Supplier Contract, or agree in writing or (z) otherwise to take, disputing any of the actions described terms of such Key Customer Contract or Key Supplier Contract, or the Company’s or counterparty’s respective performance or compliance with such terms, without first giving Parent twenty four (24) hours’ notice of, and an invitation to participate in, such meeting or (iv) issue any press release with respect to any Key Customer Contract or Key Supplier Contract without first providing Parent with a draft twenty four (24) hours in advance, and considering, in good faith, any comments of Parent; (n) amend, modify, terminate (excluding terminations upon expiration of the term thereof in accordance with the terms thereof) or waive any material right under, or fail to exercise any renewal option under, any Company Lease or enter into any new Company Lease (other than renewals or extensions of any existing Company Lease in the ordinary course of business); (o) (A) settle any action, suit, case, litigation, claim, hearing, arbitration, investigation or other Proceedings before or threatened to be brought before a Governmental Entity, including any such Proceeding between a third party and any customers of the Company for which the Company is providing a defense or indemnity, other than settlements if the amount of any such settlement is not in excess of $250,000 in the aggregate, in each case in excess of amounts available under the Company’s applicable insurance policy, provided that such settlements do not involve any admission of guilt (through a plea or otherwise), non de minimis injunctive or equitable relief or impose non de-minimis restrictions on the business activities of the Company and its Subsidiaries or Parent and its Subsidiaries, or (B) with respect to any action, suit, case, litigation, claim, hearing, arbitration, investigation or other Proceedings before or threatened to be brought before a Governmental Entity, waive, release, grant or transfer any claim or right of value or knowingly consent to the termination of any claim or right of value; (p) (i) make, change or revoke any material Tax election, (ii) abovemake any material change to any Tax accounting period, (iii) settle, consent to or compromise any material tax claim or surrender a right to a material Tax refund, (iv) consent to any extension or waiver of any limitation period with respect to any material Tax claim or assessment, or (v) request any other rulings from or enter into a closing agreement with any Governmental Entity regarding Taxes; (q) enter into any Affiliate Transaction; (r) take any action that to delay or accelerate the collection of any amount of accounts receivable in excess of $2,000,000 in advance of or beyond their regular due dates or the dates when the same would make any of its representations or warranties contained have been collected in the Merger Agreement untrue ordinary course of business, or incorrect take any action to delay or prevent it from performing accelerate the payment of any amount of accounts payable in excess of $2,000,000 in advance of or cause it not to perform its covenants contained beyond their regular dates or the dates when the same would have been paid in the Merger Agreement ordinary course of business, other than any such delays or accelerations as reflected in Section 6.1(r) of the Company Disclosure Letter; (s) acquire a fee interest (or local equivalent) in any material respect. Musicland has also agreed thatreal property; or (t) agree, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement resolve or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit commit to do any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):foregoing.

Interim Operations. Pursuant to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from Between the date of hereof and the Merger Agreement to Closing Date the earlier of the termination of the Merger Agreement or the Effective TimeCompany and Acquiree will conduct their operations as follows: 6.1 Except as herein provided, to Acquiree will carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further heretofore and the assets, properties and rights now owned by it will be maintained, as far as practicable, in the usual and ordinary course of business, to the same extent, under the same insurance coverage and in the same condition as on the date of this Agreement; except with the consent of the Company, Acquiree shall engage in no activity or business other than as is presently conducted by Acquiree, or as may be necessary to effect the transactions contemplated by this Agreement; 6.2 Except as herein provided, or as may hereafter be agreed to (i) in writing by the parties, neither the Company nor Acquiree shall sell or dispose of any property or assets, nor will they encumber any property or assets, other than in the normal course of their business operations or as specifically contemplated by this Agreement; 6.3 Neither the Company nor Acquiree will, except with the written consent of the other party, issue or sell, or issue the right to subscribe to, any shares of capital stock or securities exchangeable or exercisable for capital stock, or acquire for a consideration any shares of capital stock or warrants, or declare or pay any dividend on any capital stock, other than as may be specifically disclosed in any Schedule annexed hereto; 6.4 Except as contemplated herein, neither the Company nor Acquiree will, absent a written consent of the other, amend their Certificates of Incorporation or By-Laws; 6.5 The Company and Acquiree shall, at reasonable times, permit access to cause its subsidiaries to pay debts their respective properties and taxes when duetheir respective books and records for the purpose of examination by any party and their respective officers, subject to good faith disputes regarding such debts or taxesdirectors, attorneys, accountants and representatives, and (ii) each party shall furnish to use all reasonable efforts consistent with past practice the other, upon request, any information reasonably required in respect of such property, assets and policies to preserve intact its and its subsidiaries' present business organizationsbusiness; 6.6 Neither the Company nor Acquiree will incur any indebtedness or contingent liability, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of enter into any event contract or occurrence not agreement except in the ordinary course of its or its subsidiaries' their business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by in connection with any transaction specifically disclosed herein or in any Schedule hereto; 6.7 Neither the Merger Agreement Company nor Acquiree will acquire any business or assets of any going business, nor will they merge or consolidate with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make into any other distributions (whether in cashcorporation, stock or property) in respect nor will they change the character of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Timetheir respective businesses, except as expressly contemplated by shall be specifically disclosed herein or in any Schedule annexed hereto; 6.8 Acquiree will promptly advise the Merger AgreementCompany in writing of any material adverse change in its financial condition, Musicland shall business or affairs arising from matters occurring not doin the usual course of business; the Company will promptly advise Acquiree in writing of any adverse change in its financial condition, cause business or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):affairs.

Interim Operations. Pursuant (a) The Company covenants and agrees as to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period itself and its Subsidiaries that from and after the date of the Merger this Agreement and prior to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its the business of the Company and its subsidiaries' business Subsidiaries shall be conducted in -35- the usualordinary and usual course and, regular to the extent consistent therewith, the Company and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to Subsidiaries shall use all reasonable best efforts consistent with past practice and policies to preserve its business organization intact its and its subsidiaries' present business organizations, keep available maintain the services of its Company's existing relations and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships goodwill with customers, suppliers, regulators, distributors, licensorscreditors, licensees lessors, employees and others having business dealings with it associates in each case unless Parent shall approve in writing (which approval will not be unreasonably withheld or its subsidiaries so that its delayed) and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the Merger Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Cingular, YP.com or any of their respective Subsidiaries. For the avoida▇▇▇ ▇▇ doubt, any reference in this Section 6.1(a) to an aggregate amount with respect to the Company and its Subsidiaries shall be deemed to refer to the Company and its Subsidiaries on a consolidated basis. The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement or with and prior to the prior written consent of Best Buy Effective Time (unless Parent shall otherwise approve in writing (which shall approval will not be unreasonably delayed withheld or withhelddelayed), and except as otherwise expressly contemplated by this Agreement or disclosed in the Merger Agreement provides that Musicland Company Disclosure Letter): (i) the Company shall not do(A) amend the Company's articles of incorporation or by-laws; (B) amend, cause modify or terminate the Rights Agreement in any manner adverse to Parent's rights hereunder or exempt any other Person as an Acquiring Person (as defined in the Rights Agreement) thereunder, (C) amend, modify, terminate or waive any provision under any standstill agreement unless an amendment, modification, termination or waiver which is the same in all substantive respects is unconditionally offered to be made with respect to the standstill agreement applicable to Parent (provided, that any such amendment to the standstill agreement with Parent need remain in effect only until the termination of this Agreement), (D) split, combine, subdivide or reclassify its outstanding shares of capital stock; (C) declare, set aside or pay any dividend or distribution payable in cash, stock or property in respect of any capital stock, other than regular quarterly cash dividends on the Company Shares in amounts not to exceed $0.29 per fiscal quarter; or (D) repurchase, redeem or otherwise acquire or permit any of the following, Company's Subsidiaries to purchase or allow, cause or permit otherwise acquire any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any shares of its capital stock or issue any securities convertible into or authorize the issuance of exchangeable or exercisable for any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or except that the Company may repurchase Company Shares in the ordinary course of business (x) as necessary to effect (I) the issuance of Company Shares in respect of Company Options and Company Awards or otherwise acquire, directly or indirectly, under Company Stock Plans and (II) the issuance of Company Shares under the Company Direct Investment Plan and (y) not to exceed $500 million in any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or fiscal quarter; (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland Company shall not domerge, cause consolidate or permit any adopt a plan of the followingliquidation, or allow, cause or permit any of its subsidiaries Subsidiaries to domerge or consolidate or adopt a plan of liquidation, cause except for any such transactions among wholly-owned Subsidiaries of the Company and the Company and except for acquisitions permitted by clause (ix) below effected by a means of a merger or permit consolidation of a Subsidiary of the Company; (iii) neither the Company nor any of its Subsidiaries shall take any action that would prevent the followingMerger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code; (iv) neither the Company nor any of its Subsidiaries shall terminate, without establish, adopt, enter into, make any new grants or awards of stock-based compensation or other benefits under, amend or otherwise modify, any Company Compensation and Benefit Plans or increase the prior written consent salary, wage, bonus or other compensation of Best Buy any directors, officers or key employees except (A) for grants or awards to directors, officers and employees of the Company or its Subsidiaries under Company Compensation and Benefit Plans in existence as of the date of this Agreement in such amounts and on such terms as are consistent with past practice; (B) in the normal and usual course of business (which consent shall not include normal periodic performance reviews and related Company Compensation and Benefit Plan increases in compensation and employee benefits and the provision of compensation and employee benefits under the Company Compensation and Benefit Plans consistent with past practice for current, promoted or newly hired officers and employees and the adoption of Company Compensation and Benefit Plans for employees of new Subsidiaries in amounts and on terms consistent with past practice), provided that in no event shall the Company (x) institute a broad based change in compensation or, (y) increase or institute any new severance, change in control, termination or deferred compensation benefits, or (C) for actions necessary to satisfy existing contractual obligations under Company Compensation and Benefit Plans existing as of the date of this Agreement, provided that in no event shall the Company or any of its Subsidiaries (i) take any action to fund or in any other way secure the payment of compensation or benefits (other than rabbi trusts listed in Section 5.1(h)(i) of the Company Disclosure Letter in accordance with their terms), (ii) take any action to accelerate the vesting or payment of any compensation or benefits (other than with respect to officers and other employees whose employment terminates prior to the Effective Time (x) as required by the terms of a Company Compensation and Benefit Plan in effect on the date of this Agreement or (y) in the ordinary course of business consistent with past practice (but in the case of (y) excluding officers of the Company who are subject to Section 16 of the Exchange Act)), (iii) other than in the ordinary course of business consistent with past practice, materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Compensation and Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be unreasonably delayed required by GAAP or withheld):applicable Law, or (iv) amend the terms of any outstanding equity-based award (other than with respect to officers and other employees whose employment terminates prior to the Effective Time (x) as required by the terms of a Company Compensation and Benefit Plan in effect on the date of this Agreement or (y) in the ordinary course of business consistent with past practice (but in the case of (y) excluding officers of the Company who are subject to Section 16 of the Exchange Act));

Interim Operations. Pursuant (a) The Company covenants and agrees as to the Merger Agreementitself and its Subsidiaries that, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from after the date of the Merger Agreement hereof and prior to the earlier of the termination of the Merger Agreement or the Effective Time, unless Parent shall otherwise consent (such consent not to carry on its be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement (including that the Company and its subsidiaries' Subsidiaries will not be required to act in a manner inconsistent with any representation, warranty, agreement, covenant, condition or other provision of this Agreement) or required by applicable Laws, the business of the Company and its Subsidiaries shall be conducted, in all material respects, in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice practice, and policies the Company and its Subsidiaries, at their expense, shall use their respective reasonable best efforts to preserve intact its their business organizations intact, maintain satisfactory relations and its subsidiaries' present goodwill with Governmental Entities, customers, suppliers, lenders, employees and distributors and other Persons with whom they have material business organizations, relations and keep available the services of its and its subsidiaries' present their key officers and key employees and preserve its and its subsidiaries' relationships with customersemployees. Without limiting the generality of the foregoing, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at from the date of this Agreement until the Effective Time Time, except (x) as otherwise contemplated or specifically permitted by this Agreement, (y) as Parent may consent (such consent not to be unreasonably withheld or delayed) or (z) as set forth in all material respects. The Merger Agreement provides that Musicland Section 6.1(a) of the Company Disclosure Letter, the Company will promptly notify Best Buy not and will not permit any of its Subsidiaries to: (i) amend its Organizational Documents; (a) authorize for issuance, issue or sell, pledge, dispose of or subject to any Lien or agree or commit to any of the foregoing in respect of, any shares of beneficial interest or shares of any event class of capital stock or occurrence not other equity interest of the Company or any Subsidiary or any options, warrants, convertible securities or other rights of any kind to acquire any such (ii) (a) authorize for issuance, issue or sell, pledge, dispose of or subject to any Lien or agree or commit to any of the foregoing in respect of, any shares of beneficial interest or shares of any class of capital stock or other equity interest of the Company or any Subsidiary or any options, warrants, convertible securities or other rights of any kind to acquire any such shares or any other equity interest, of the Company or any Subsidiary, other than the issuance of Shares upon exercise of Company Options, or the settlement of RSUs or Company Awards outstanding on the date of this Agreement and except as permitted under Section 6.1(a)(vii); (b) repurchase, redeem or otherwise acquire any securities or equity equivalents except in the ordinary course of business in connection with (i) the cashless exercise of Company Options in accordance with the Stock Plans, (ii) the lapse of restrictions on Restricted Shares, or the settlement of RSUs or Company Awards, in each case, in order to satisfy withholding or exercise price obligations in accordance with the Stock Plans or Director Deferral Program, or (iii) the cancellation of the Company Options, Restricted Shares, RSUs and Company Awards pursuant to Section 4.3; (c) adjust, redeem, reclassify, combine, split, or subdivide any shares of beneficial interest or shares of any class of capital stock or other equity interest of the Company or any of its Subsidiaries; or (d) declare, set aside, make or pay any dividend or other distribution, payable in cash, shares of beneficial interest, property or otherwise, with respect to any of the shares of beneficial interest or shares of any class of capital stock or other equity interests of the Company or any of its subsidiaries' Subsidiaries, except for (i) cash dividends by any direct or indirect wholly-owned Subsidiary only to the Company or any other wholly-owned Subsidiary in the ordinary course of business consistent with past practice, (ii) regular quarterly dividends on the Shares (but not to exceed $0.63 per Share for each regular quarterly dividend) with declaration, record and payment dates reasonably consistent with the Company’s past practice for the comparable quarter, it being agreed that declarations of dividends between the date hereof and the consummation of the Merger will provide that such dividend is not payable if the Merger is consummated prior to the relevant record date, (iii) dividends or which could distributions required under the applicable Organizational Documents, or (iv) dividends or distributions consistent with past practice with respect to the Subsidiaries that are listed in Section 6.1(a)(ii) of the Company Disclosure Letter; (iii) acquire or agree to acquire (whether by merger, consolidation, acquisition of equity stock or assets or otherwise) any Person (or division or assets thereof) or any real property from any other Person with a value or purchase price in excess of $10,000,000 individually or $25,000,000 with respect to all such acquisitions in the aggregate, other than (a) acquisitions pursuant to Contracts in effect as of the date of this Agreement as described in Section 6.1(a)(iii) of the Company Disclosure Letter and (b) acquisitions of equity interests otherwise permitted under clause (ix) of this Section 6.1; (iv) incur any indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person (other than a wholly-owned Subsidiary) for indebtedness, except for: (a) indebtedness for borrowed money incurred under the Company’s existing credit facility or other existing similar lines of credit in the ordinary course of business; (b) indebtedness to finance the costs and expenses incurred in connection with the transactions contemplated hereby; (c) refinancings of indebtedness becoming due and payable in accordance with their terms on terms and in such amounts reasonably acceptable to Parent; and (d) inter-company indebtedness among the Company and its Subsidiaries in the ordinary course of business consistent with past practice; (v) repurchase, repay, defease or pre-pay any indebtedness, except (a) repayments in the ordinary course of business, (b) payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto, or (c) prepayments, repayments of mortgage indebtedness secured by one or more Owned Real Properties in accordance with their terms, as such loans become due and payable or payment of indebtedness in accordance with its terms; or (except with respect to any Actions) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in the ordinary course of business consistent with past practice; (vi) modify, amend, or terminate any Material Contract or enter into any new Contract that, if entered into prior to the date of this Agreement, would have been a Material Adverse Effect Contract, in each case other than in the ordinary course of business consistent with past practice; (vii) except (a) as set forth in Section 6.1(a)(vii) of the Company Disclosure Letter or (b) to the extent required under any Benefit Plan as in effect on Musicland. Except the date of this Agreement or as expressly required by applicable Law, (i) increase the compensation (including bonus opportunities) or fringe benefits of any of its directors, executive officers or employees (except in the ordinary course of business consistent with past practice with respect to employees who are not parties to a severance agreement, employment or change-in-control agreement), (ii) grant any severance or termination pay, other than nominal severance to terminated employees, (iii) make any new equity awards to any director, officer or employee, except with respect to new hires in the ordinary course of business, which equity awards shall be treated in the same manner as the regular equity grants permitted to be made pursuant to, and described in, Section 6.1(a)(vii) of the Company Disclosure Letter, (iv) enter into or amend any employment, consulting, change-in-control or severance agreement or arrangement with any of its present or former directors, executive officers, or employees (except in the ordinary course of business consistent with past practice with respect to employees who are not directors, executive officers or parties to a severance agreement, employment or change-in-control agreement), (v) establish, adopt, enter into, freeze or amend in any material respect or terminate any Benefit Plan, take any action to accelerate entitlement to benefits under any Benefit Plan, or make any contribution to any Benefit Plan, other than contributions required by Law, other than in the ordinary course of business consistent with past practice, (vi) pay, accrue or certify performance level achievements at levels in excess of actually achieved performance in respect of any component of an incentive-based award, or take any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability, distribution, settlement or funding under any Benefit Plan, except as contemplated by the Merger Agreement Benefit Plans as in effect on the date hereof, (vii) take any action with respect to salary, compensation, benefits or other terms and conditions of employment that would result in the holder of a change-in-control or similar agreement having “good reason” to terminate employment and collect severance payments and benefits pursuant to such agreement, (viii) terminate the employment of any holder of a change-in-control or similar agreement other than for “cause” (within the meaning of such agreement); (ix) take any action that would result in any Benefit Plan violating Section 409A of the Code; and (x) execute or amend any collective bargaining agreement or other obligation to any labor organization; (viii) except as required by the SEC or changes in GAAP which become effective after the date of this Agreement, change in any material respect GAAP financial accounting principles or policies; (ix) make any loans, advances or capital contributions to, or investments in, any Persons (other than (a) to or in wholly-owned Subsidiaries, (b) as required by any Contract in effect on the date hereof and described in Section 6.1(a)(ix) of the Company Disclosure Letter or (c) amounts up to $15,000,000 in the aggregate); (x) make, authorize, or enter into any commitment for any capital expenditure (“Capital Expenditures”) other than (a) Capital Expenditures for items and in the amounts (other than immaterial changes) set forth in the Company’s current projections for Capital Expenditures as updated by Company’s management in the ordinary course of business (which projections, as so updated prior to the date of this Agreement, is set forth on Section 6.1(a)(x) of the Company Disclosure Letter), together with up to $5,000,000 of additional Capital Expenditures as deemed appropriate by the Company, or in the Company’s 2009 budget (so long as such budget is generally consistent with the prior written consent of Best Buy (which shall not be unreasonably delayed projections for 2008, or withheldas reasonably approved by Parent), and (b) Capital Expenditures in the Merger Agreement provides that Musicland shall not do, cause or permit ordinary course of business and consistent with past practice necessary to repair and/or prevent damage to any of the followingassets or properties of the Company or any of its Subsidiaries as is necessary in the event of an emergency situation; (xi) waive, release, assign, settle or compromise any Action for amounts greater than, $1,000,000 individually or $5,000,000 in the aggregate; (xii) amend any term of any outstanding equity security or equity interest of the Company or any of its Subsidiaries; (xiii) adopt or enter into a plan of complete or partial liquidation or dissolution or adopt resolutions providing for or authorizing such liquidation or dissolution; (xiv) fail to use its reasonable best efforts to maintain in full force and effect the existing insurance policies or to replace such insurance policies with comparable insurance policies covering the Company, its Subsidiaries and their respective properties, assets and businesses or substantially equivalent policies; (xv) except as required by applicable Law, (a) prepare or file any material Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or allowadopt any method of accounting that is materially inconsistent with positions taken, cause elections made or methods of accounting used in preparing or filing similar Tax Returns in prior periods, (b) enter into any settlement or compromise of any material Tax liability, (c) file any material amended Tax Return, (d) change any annual Tax accounting period, (e) enter into any closing agreement relating to any material amount of Taxes or consent to any material claim or audit relating to Taxes, (f) surrender any right to claim any material Tax refund or (g) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or its Subsidiaries; (xvi) mortgage or pledge, or suffer to exist any Liens on, any Owned Real Property or other real property or interest therein, or any material assets other than (a) sales of properties, and at or above the price, identified in Section 6.1(a)(xvi) of the Company Disclosure Letter, and (b) Permitted Liens; (xvii) transfer, license, sell, lease or otherwise dispose of any assets (by merger, consolidation, sale of assets or otherwise) with a fair market value in excess of $15,000,000 in the aggregate with respect to all such transfers, licenses, sales, leases or other dispositions, provided that the foregoing shall not prohibit the Company and its Subsidiaries from (a) selling inventory in the ordinary course of business consistent with past practice or (b) transferring, selling, leasing or disposing of any assets pursuant to any Contract that is in effect as of the date hereof; (xviii) effectuate a “plant closing” or “mass layoff,” as these terms are defined in WARN or similar state or local Laws; (xix) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar Contract with respect to any joint venture, strategic partnership or alliance, which in each case, is material to either of the Business Units; (xx) release or permit the release of any Person from, waive or permit the waiver of any right under, fail to enforce any provision of, or grant any consent or make any election under, any confidentiality, “standstill” or similar agreement to which the Company or any of its Subsidiaries is a party or take any action to exempt any Person other than Merger Sub and its Affiliates from the restrictions on “business combinations” contained in Section 203 of the DGCL or the Company’s certificate of incorporation or bylaws, except, in each case, to the extent the Company Board shall have determined in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, but in such case only after providing Parent with prior written notice of such determination; (xxi) knowingly take any action that would, or would reasonably be expected to (a) result in the failure of a condition set forth in Section 7.2(a) or Section 7.2(b), or (b) individually or in the aggregate, prevent, delay or impede in any material respect the consummation of the Merger or the other transactions contemplated by this Agreement; or (xxii) enter into any agreement or otherwise make a commitment, to do any of the foregoing. (b) Parent covenants and agrees that, prior to the Effective Time, Parent shall not knowingly take or permit any of its subsidiaries Affiliates to dotake any action that, cause individually or permit any of in the following: aggregate, is reasonably likely to (i) cause result in the failure of a condition set forth in Section 7.3(a), Section 7.3(b) or permit any amendments to its Certificate of Incorporation Section 7.3(c) or Bylaws; (ii) declare prevent, delay or pay impede in any dividends on material respect the consummation of the Merger or make any the other distributions transactions contemplated by this Agreement. (whether c) The Company and Parent acknowledge that nothing contained in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquirethis Agreement is intended to give Parent, directly or indirectly, any shares of the right to control or direct the Company’s or its capital stock; or (iii) take, or agree in writing or otherwise Subsidiaries’ operations prior to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by and nothing contained in this Agreement is intended to give the Merger AgreementCompany, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):directly o

Interim Operations. Pursuant to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during During the period (if any) from the date of the Merger this Agreement to the Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to Section 6.1 (except (w) as may be required by Law, (x) with the prior written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, or (z) as set forth in Section 4.1 of the termination Disclosure Schedules), the business of the Merger Agreement or Companies and the Effective TimeCompany Subsidiaries shall be conducted only in the ordinary course of business in all material respects consistent with past practice, and, to carry on its the extent consistent therewith, the Sellers and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed Companies shall use commercially reasonable efforts to (i) pay preserve intact the Companies’ and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, the Company Subsidiaries’ current business organization and (ii) to use all reasonable efforts consistent with past practice preserve the Companies’ and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' Company Subsidiaries’ relationships with customers, suppliers, distributors, licensors, licensees suppliers and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall them. Without limiting the generality of the foregoing, except (w) as may be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated required by the Merger Agreement or Law, (x) with the prior written consent of Best Buy (Buyer, which consent shall not be unreasonably withheld, delayed or withheldconditioned, (y) as contemplated or permitted by this Agreement, or (z) as set forth in Section 4.1 of the Disclosure Schedules, prior to the Closing Date, the Companies and the Company Subsidiaries will not, and the Sellers will not cause the Companies or the Company Subsidiaries to: (a) sell, pledge, dispose of or encumber any of their significant assets, except inventory or obsolete or excess equipment sold in the ordinary course of business consistent with past practice; (b) with respect to the Companies, issue, sell, pledge or dispose of any additional shares or interests (as applicable), or any options, warrants or rights of any kind to acquire any shares or interests (as applicable) with respect to the Merger Agreement provides that Musicland shall not doCompanies; (c) cause, cause or permit take or omit to take any action to allow, any Material Contract to lapse (other than in accordance with its terms), to be modified in any materially adverse respect or otherwise to become impaired in any material manner with respect to the Companies or the Company Subsidiaries; (d) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof; (e) incur any Indebtedness for borrowed money or guarantee any such Indebtedness or issue or sell any debt securities or guarantee any debt securities of others except in the ordinary course of business consistent with past practice; (f) make any material increase in compensation to any Company or Company Subsidiary employees or any material change in personnel policies, employee benefits or other compensation arrangements affecting the employees of the Companies or the Company Subsidiaries, other than in the ordinary course of business consistent with past practice; (g) take any action to institute any new severance or termination pay practices with respect to any of their directors or managers (as applicable), officers or employees or to increase the followingbenefits payable under their severance or termination pay practices except to the extent that any such increase is payable prior to or concurrently with the Closing; (h) adopt or amend, in any material respect, except as contemplated hereby or allowas may be required by applicable Law or Order, cause or permit any of its subsidiaries to do, cause or permit any of the following: Employee Benefit Plan; (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare make or pay any dividends on dividend, distribution or interest or principal payment with respect to the Shares, Interests or Note, or make any other distributions payment under the Intercompany Credit Agreement by and between Coinstar and CES dated June 4, 2009 or the Services Agreement by and between CES and Coinstar dated June 4, 2009; (whether j) make any change in cash, stock accounting practices or propertypolicies except as required by GAAP; or (k) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase agree or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise commit to take, take any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):foregoing.

Interim Operations. Pursuant (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Merger Effective Time (unless Acquiror shall otherwise approve in writing and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Laws, Musicland has agreed (except the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy)consistent therewith, during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its it and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to Subsidiaries shall use all their respective commercially reasonable efforts consistent with past practice and policies to preserve their business organizations intact its and its subsidiaries' present maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, key employees and business organizations, associates and keep available the services of its and its subsidiaries' Subsidiaries’ present officers key employees. Without limiting the generality of the foregoing and key employees and preserve its and its subsidiaries' relationships with customersin furtherance thereof, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at from the date of this Agreement until the Effective Time Time, except (A) as otherwise expressly required by this Agreement, (B) as Acquiror may approve in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence writing (such approval not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (which shall not to be unreasonably delayed withheld or withheld), the Merger Agreement provides that Musicland shall not do, cause delayed) or permit any (C) as set forth in Section 6.1 of the followingCompany Disclosure Schedule, it will not and will not permit its Subsidiaries to: (i) adopt or allow, cause propose any change in its articles of incorporation or permit by-laws or other applicable governing instruments; (ii) merge or consolidate itself or any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make Subsidiaries with any other distributions Person, except for any such transactions among its wholly owned Subsidiaries, or restructure, reorganize or completely or partially liquidate; (whether iii) acquire any business or Person by merger or consolidation, purchase or lease of all or substantially all assets, or by any other manner, in casha single or series of related transactions; (iv) issue, sell or deliver, or authorize the issuance, sale or delivery of, any shares of its capital stock or property) in respect of any of its Subsidiaries (other than the issuance of shares by its wholly owned Subsidiary to it or another of its wholly owned Subsidiaries), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or splitany options, combine warrants or reclassify other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities; (v) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or issue indirect wholly owned Subsidiary to it or authorize the issuance of to any other securities in respect ofdirect or indirect wholly owned Subsidiary or distributions made pursuant to Section 6.1(b)); (vi) reclassify, in lieu ofsplit, combine, subdivide or in substitution forredeem, shares of its capital stock, or repurchase purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock; stock (it being understood that the net settlement of Company Awards including any deemed purchase of Shares in connection therewith shall not be covered by this clause (vi)); (vii) (A) incur any indebtedness for borrowed money, or guarantee such indebtedness of another Person, except pursuant to the existing credit facilities of the Company or its Subsidiaries or the credit facilities contemplated in clause (B) in the ordinary course of business consistent with past practice, (B) enter into new credit facilities other than credit facilities that do not require commitment fees or non-usage fees and are for aggregate borrowings not in excess of $150,000,000, provided that the Company five (5) days prior written notice to Acquiror prior to entry into any such new credit facility, (C) issue or sell any debt securities or other rights to acquire any of its debt securities or of any of its Subsidiaries, or (iiiD) takecancel, modify or waive any debts or claims held by the Company or any of its Subsidiaries in an aggregate amount greater than $100,000, other than in connection with foreclosures, loan modifications, reformations or extensions in the ordinary course of business consistent with past practice, provided the Company provides Acquiror with five (5) days’ prior written notice to Acquiror of any such modifications, reformations or extensions; (viii) except as contemplated by the Company plan previously provided by the Company to Acquiror, make or authorize any capital expenditure in excess of $200,000 in the aggregate during any 12-month period; (ix) enter into any Contract that would have been a material contract as defined in Item 601 of Regulation S-K (a “Material Contract”) had it been entered into prior to the date hereof, except as otherwise specifically permitted in this Section 6.1(a); (x) make any material changes with respect to accounting policies or procedures, except as required by changes in applicable generally accepted accounting principles; (xi) settle any litigation or other proceedings before a Governmental Entity, other than settlements involving payments that are not individually in excess of $100,000 or in the aggregate in excess of $500,000 and which are not reasonably likely to establish an adverse precedent or basis for subsequent settlements, provided the Company provides five (5) days prior written notice to Acquiror of any such proposed settlement; (xii) amend, modify or terminate any Material Contract, except as otherwise specifically permitted in this Section 6.1(a); (xiii) make any material Tax election; (xiv) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any of its material assets, product lines or businesses or of its Subsidiaries, including capital stock of any of its Subsidiaries, except any such transactions among it and its wholly owned Subsidiaries and except for Liens pursuant to the Company’s or any of its Subsidiaries’ existing lines of credit or the sale of mortgages in the ordinary course of business consistent with past practice; (xv) except as required pursuant to agreements or policies and procedures in effect prior to the date of this Agreement, or agree as otherwise required by applicable Law, (1) provide any severance or termination payments to any of its directors, officers or employees or of any of its Subsidiaries, (2) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any new equity awards to any of its directors, officers or employees or of any of its Subsidiaries, except for increases in writing base salary in the ordinary course of business consistent with past practice for any individual who has a base salary that is less than or otherwise equal to take$100,000 or (3) establish, adopt, amend or terminate any of its benefit plans, except in each case in the ordinary course of business consistent with past practice, or amend the terms of any outstanding equity-based awards; provided, however, that the Company and its Subsidiaries shall be permitted to amend their respective Benefit Plans to comply with section 409A of the Code, but only to the extent that such amendments shall not accelerate the payment of, or increase the underlying benefits provided under, such Benefit Plans; (xvi) take any action or omit to take any action that is reasonably likely to result in any of the actions described conditions to the Merger set forth in Article VII not being satisfied; or (ixvii) agree, authorize or commit to do any of the foregoing. (iib) aboveNotwithstanding anything to the contrary in this Agreement, prior to the Closing Date, the Company shall declare and pay one or more dividends to its stockholders distributing cash in an amount equal to the Company’s estimated “real estate investment trust taxable income” (as such term is used in Section 857 of the Code and reflecting any dividends previously paid during the tax year that would be expected to give rise to a dividends paid deduction for such tax year, but before reduction for the dividend contemplated by this Section 6.1(b)) for the tax year of the Company ending with the Merger, plus any other action that would make amounts required to be distributed in order for the Company to qualify as a REIT for such year and to avoid to the extent reasonably possible the incurrence of income or excise tax by the Company. (c) Prior to making any written or oral communications to any of the directors, officers or employees of the Company or its representations Subsidiaries pertaining to compensation or warranties contained benefit matters that are affected by the transactions contemplated by this Agreement, the Company and Acquiror shall provide each other with a copy of the intended communication, the receiving party shall have a reasonable period of time to review and comment on the communication, and the parties hereto shall cooperate in providing any such mutually agreeable communication. (d) Acquiror covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless the Company shall otherwise approve in writing and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Laws, the business of it and its Subsidiaries shall be conducted in the Merger Agreement untrue or incorrect or prevent ordinary and usual course and, to the extent consistent therewith, it from performing or cause it not and its Subsidiaries shall use their respective commercially reasonable efforts to perform preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, key employees and business associates and keep available the services of its covenants contained and its Subsidiaries’ present key employees. Without limiting the generality of the foregoing and in the Merger Agreement in any material respect. Musicland has also agreed thatfurtherance thereof, during the period from the date of the Merger this Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except (A) as otherwise expressly contemplated required by the Merger this Agreement, Musicland shall (B) as the Company may approve in writing (such approval not doto be unreasonably withheld or delayed) or (C) as set forth in Section 6.1 of the Acquiror Disclosure Schedule, cause it will not and will not permit its Subsidiaries to: (i) adopt or permit propose any change in its certificate of incorporation or by-laws or other applicable governing instruments; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or indirect wholly owned Subsidiary to it or to any other direct or indirect wholly owned Subsidiary and any dividends payable by Acquiror’s real estate investment trust on its outstanding 9.75% Series A Perpetual Cumulative Preferred Stock in accordance with the terms of the charter documents governing such securities); (iii) take any action or omit to take any action that is reasonably likely to result in any of the followingconditions to the Merger set forth in Article VII not being satisfied; or (iv) agree, authorize or allow, cause or permit any of its subsidiaries commit to do, cause or permit do any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):foregoing.

Interim Operations. Pursuant to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from a) From the date of the Merger this Agreement to the earlier of the termination of the Merger Agreement or until the Effective Time, to carry on except as required by Law or as set forth in Section 5.2(a) of the Company Disclosure Schedule, unless Parent has consented in writing thereto, the Company shall, and shall cause its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to Subsidiaries to: (i) pay and conduct its operations according to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts ordinary course of business consistent with past practice and policies in compliance in all material respects with all applicable Laws; (ii) use its commercially reasonable efforts to preserve intact its business organizations and its subsidiaries' present business organizationsgoodwill, keep available the services of its and its subsidiaries' present officers and key officers, employees and preserve its consultants, and its subsidiaries' maintain satisfactory relationships with customers, suppliers, distributors, licensors, licensees and others those Persons having business dealings relationships with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at them; (iii) upon the Effective Time in all material respects. The Merger Agreement provides that Musicland will discovery thereof, promptly notify Best Buy Parent of the existence of any event breach of any representation or occurrence not warranty contained herein (or, in the ordinary course case of its any representation or its subsidiaries' business or which could have a warranty that makes no reference to Company Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectlymateriality, any shares breach of its capital stock; such representation or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement warranty in any material respect. Musicland has also agreed that) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, during in the period from case of any representation or warranty that makes no reference to Company Material Adverse Effect or materiality, to no longer be true and correct in any material respect); (iv) promptly deliver to Parent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (v) pay its Taxes when due. (b) From and after the Merger date of this Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated may be required by the Merger AgreementLaw or any pre-existing contractual obligation, Musicland shall not do, cause or permit any and except as set forth in Section 5.2(b) of the followingCompany Disclosure Schedule, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy unless Parent has consented in writing thereto (which consent shall not be unreasonably delayed withheld or withheld):delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) amend its Amended Articles of Incorporation or Amended and Restated By-Laws; (ii) offer, issue, sell or pledge any shares of its capital stock or other ownership interest in the Company or its Subsidiaries, or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest, or convertible or exchangeable securities other than pursuant to the Company’s existing employee benefits plans; (iii) effect any stock split or otherwise change its capitalization as it exists on the date hereof; (iv) grant, confer or award any option, warrant, convertible security or other right to acquire any shares of its or its Subsidiaries’ capital stock; (v) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than such payments by the Subsidiaries to the Company); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of its Subsidiaries or any securities that are convertible into or exchangeable for any shares of capital stock of, or other equity interests in, or any outstanding options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, the Company or any of its Subsidiaries; (vii) sell, lease, license, mortgage, pledge, encumber, transfer, exchange or otherwise dispose of any of its properties or assets, whether tangible or intangible (including capital stock of its Subsidiaries), other than the sale or disposition of inventory in the ordinary course of business consistent with past practice or the sale, lease or other disposition of assets which individually or in the aggregate, are obsolete or not material to the Company and its Subsidiaries taken as a whole; (viii) acquire by merger or consolidation with, by purchase of any equity interest of or by any other manner, any business or entity or otherwise acquire any assets, except for purchases of inventory, supplies or capital equipment in the ordinary course of business; (ix) incur or assume any long-term or short-term debt, except for working capital purposes and the purchase of capital equipment in the ordinary course of business under the Credit Facility; (x) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Subsidiaries; (xi) make or forgive any loans, advances or capital continuations to, or investments in, any other Person other than advances to officers or employees in the ordinary course of business consistent with past practice; (xii) increase the compensation (or benefits) payable to or to become payable to any director, officer or other employee, except for payments of bonuses not to exceed the amounts set forth on Section 5.2(b) of the Company Disclosure Schedule, increases in salary or wages of non-officer employees in the ordinary course of business and consistent with past practice or pursuant to any existing employment agreements of the Company; (xiii) establish, adopt, enter into, materially amend, or take any action to accelerate any rights or benefits under any collective bargaining agreement or any Plan; (xiv) effect any reorganization or recapitalization; (xv) pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $250,000 individually and $500,000 in the aggregate, other than the payment, discharge, settlement or satisfaction in the ordinary course of business or in accordance with their terms, of liabilities disclosed, reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company SEC Reports or incurred since the date of such financial statements in the ordinary course of business, or cancel any indebtedness in excess of $50,000 individually and $500,000 in the aggregate; (xvi) take any action that would reasonably be expected to: (A) prevent, impair or materially delay the ability of the Company, Parent or Merger Sub to consummate the Merger or (B) cause any of the conditions to the consummation of the Merger not to be satisfied; (xvii) make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle or compromise any liability with respect to Taxes, agree to any material adjustment of any Tax attribute, file any claim for a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (xviii) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. Pursuant Prior to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, unless Parent has otherwise consented in writing thereto, the Company: (i) shall, and shall cause each of its Subsidiaries and each of the Investment Companies to, conduct its operations according to carry on its and its subsidiaries' business in the their usual, regular and ordinary course in substantially the same manner as previously heretofore conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and ; (ii) shall use its reasonable best efforts, and shall cause each of its Material Subsidiaries and each of the Investment Companies to use all its reasonable efforts consistent with past practice and policies best efforts, to preserve intact its their business organizations and its subsidiaries' present business organizationsgoodwill, keep available the services of its and its subsidiaries' present their respective officers and key employees and preserve its and its subsidiaries' maintain satisfactory relationships with customers, suppliers, distributors, licensors, licensees and others those persons having business dealings relationships with it them; (iii) shall not, and shall cause its Material Subsidiaries not to, amend their respective Certificates of Incorporation or its subsidiaries so that its Bylaws or comparable governing instruments; (iv) shall, and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at cause each of the Effective Time in all material respects. The Merger Agreement provides that Musicland will Investment Companies to, promptly notify Best Buy Parent of (x) any Company Material Adverse Effect, (y) any litigation matter relating to an amount in excess of $500,000, governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (z) any material breach of any event representation or occurrence warranty contained herein; (v) shall, upon receiving any written notice from any Taxing authority proposing any adjustment to any Tax relating to the Company or any of its Subsidiaries, give prompt written notice thereof to Parent, which notice shall describe in detail each proposed adjustment; (vi) shall promptly deliver to Parent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (vii) shall not, and shall not permit any of its Subsidiaries to, authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger), any acquisition of assets or securities other than in the ordinary course of its business, any disposition of assets or its subsidiaries' securities other than in the ordinary course of business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by any release or relinquishment of any material contract rights other than in the Merger Agreement or with the prior written consent ordinary course of Best Buy business; (which viii) shall not, and shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of its Subsidiaries to, issue any shares of its capital stock or securities convertible into or exchangeable or exercisable for shares of its capital stock, except upon exercise of options outstanding on the followingdate of this Agreement under the Company Stock Option Plans or granted pursuant to the terms of the Stock Option Agreement to purchase shares of Company Common Stock, or alloweffect any stock split, cause reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, or other similar transaction with respect to any shares of its capital stock or other ownership interests, or otherwise change its capitalization; (ix) shall not, and shall not permit any of its Subsidiaries to, grant, confer or award any options, warrants, conversion rights or other rights, not existing on the date hereof, to acquire any shares of its capital stock or other securities of the Company or its Subsidiaries; (x) shall not, and shall not permit any of its Subsidiaries to, take or fail to take any actions which would, or would be reasonably likely to, prevent the Merger from qualifying as a reorganization with the meaning of Section 368(a) of the Code; (xi) except pursuant to (i) applicable law, (ii) the terms of pre-existing contractual arrangements or policies or (iii) the ordinary course of business consistent with past practice, shall not, and shall not permit any of its Subsidiaries to, amend the terms of any Company Plan, including, without limitation, any employment, severance or similar agreements or arrangements in existence on the date hereof, or adopt any new employee compensation or benefit plans, programs or arrangements or any employment, severance or similar agreements or arrangements, or change in any respect any vesting schedule with respect to any Company Plan or grant or award thereunder, or grant any salary increases to any employee of the Company or any Subsidiary; (xii) except in the ordinary course consistent with past practice, shall not, and shall not permit any of its Subsidiaries to, (x) incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, 32 37 corporation or other entity, (y) make any loans or advances to any other person or (z) subject any of its property or assets, or permit any of its subsidiaries property or assets to dobe subjected, cause to any lien, claim or encumbrance of any kind; (xiii) shall not, and shall not permit any of the following: its Subsidiaries to, (ix) cause change any practice with respect to Taxes, (y) make, revoke or permit change any amendments election with respect to its Certificate of Incorporation Taxes or Bylaws; (iiz) declare settle or compromise any Tax liability; (xiv) shall not (y) declare, set aside or pay any dividends on dividend or make any other distributions (whether in cash, stock distribution or property) in payment with respect of to any of its capital stock, or split, combine or reclassify any shares of its capital stock (other than regular quarterly cash dividends payable on Company Common Stock in an amount not to exceed $0.06 per share) or issue other ownership interests or authorize the issuance of (z) redeem, purchase or otherwise acquire any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in commitment for any material respect. Musicland has also agreed thatsuch action; (xv) shall not, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries Subsidiaries to, agree, in writing or otherwise, to do, cause or permit take any of the following, without the prior written consent of Best Buy (foregoing actions or take any action which consent shall not be unreasonably delayed would make any representation or withheld):warranty in Article 3 hereof untrue or incorrect.

Interim Operations. Pursuant Prior to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business except as ------------------ set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless Sub has consented in writing thereto, the Company: (i) shall, and shall cause each of its Subsidiaries to, conduct its operations and business according to their usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and consistent with past practice; (ii) shall use its best efforts, and shall cause each of its Subsidiaries to use all reasonable efforts consistent with past practice and policies its best efforts, to preserve intact its their business organizations and its subsidiaries' present business organizationsgoodwill, keep available the services of its and its subsidiaries' present their respective officers and key employees and preserve its and its subsidiaries' maintain satisfactory relationships with customers, suppliers, distributors, licensors, licensees and others those persons having business dealings relationships with it them; (iii) shall not, and shall cause its Subsidiaries not to, amend their respective Articles of Incorporation or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses bylaws or comparable governing instruments; (iv) shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy Sub of (x) any material change in its condition (financial or otherwise), business, prospects, properties, assets, liabilities or the normal course of its business or of its properties, (y) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (z) the breach of any event representation or occurrence warranty contained herein; (v) shall promptly deliver to Sub correct and complete copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (vi) shall not, and shall not permit any of its Subsidiaries to, authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger), release or relinquishment of any material contract rights, or any acquisition or disposition of assets or securities in excess of $100,000 in the aggregate other than in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or consistent with the prior written consent of Best Buy past practice; (which vii) shall not, and shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries Subsidiaries to, (x) grant, confer or award any options, warrants, conversion rights or other rights, not existing on the date hereof, to doacquire any shares of its capital stock or other securities of the Company or its Subsidiaries or (y) accelerate, cause amend or change the period of exercisability of options or restricted stock granted under any employee stock plan or, except as contemplated by Section 4.3(a)(i), authorize cash payments in exchange for any options granted under any of such plans; (viii) shall not, and shall not permit any of its Subsidiaries to, amend in any material respect the following: terms of the Benefit Plans, including, without limitation, any employment, severance or similar agreements or arrangements in existence on the date hereof, or adopt any new employee benefit plans, programs or arrangements or any employment, severance or similar agreements or arrangements; (iix) cause or shall not, and shall not permit any amendments of its Subsidiaries to (x) increase or agree to increase the compensation payable or to become payable to its Certificate officers or, other than increases in accordance with past practice which are not material, to its employees or (y) enter into any collective bargaining agreement; (x) shall not, and shall not permit any of Incorporation its Subsidiaries to, (x) incur, create, assume or Bylaws; otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, corporation or other entity or (iiy) declare make any loans or advances to any other person, except in the case of clause (x) for borrowings under existing credit facilities in the ordinary course of business and, except in the case of clause (y) for advances consistent with past practice which are not material; (xi) shall not, and shall not permit any of its Subsidiaries to, (x) materially change any practice with respect to Taxes, (y) make, change or revoke any material Tax election, or (z) settle or compromise any material dispute involving a Tax liability; (xii) shall not, and shall not permit any of its Subsidiaries to, (x) declare, set aside or pay any dividends on dividend or make any other distributions (whether in cash, distribution or payment with respect to any shares of its capital stock or propertyother ownership interests or (y) in respect directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its capital stockSubsidiaries, or make any commitment for any such action or (z) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, of or in substitution forfor shares of its capital stock; (xiii) shall not, and shall not permit any of its Subsidiaries to, issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other securities or repurchase any securities convertible into, or otherwise any rights, warrants or options to acquire, directly any such shares, securities or indirectlyconvertible securities (other than the issuance of shares of Company Common Stock upon the exercise of Company Stock Options outstanding on the date hereof in accordance with their present terms); (xiv) shall not, and shall not permit any of its Subsidiaries to, make or agree to make any capital expenditure or expenditures with respect to property, plant or equipment which, individually or in a series of related transactions, is in excess of $100,000 or, in the aggregate, are in excess of $500,000 except as otherwise in the ordinary course of business consistent with past practice in order to satisfy actual or expected contractual commitments to customers; (xv) shall not, and shall not permit any of its Subsidiaries to, change any accounting principles or practices; (xvi) shall not, and shall not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company Reports or incurred thereafter in the ordinary course of business consistent with past practice, or waive any material benefits of, or agree to modify in any material respect, any shares confidentiality, standstill, nonsolicitation or similar agreement to which the Company or any Subsidiary is a party; and (xvii) shall not, and shall not permit any of its capital stock; or (iii) Subsidiaries to take, or agree (in writing or otherwise otherwise) or resolve to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):foregoing actions.

Interim Operations. Pursuant (a) The Company covenants and agrees as to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy)itself and its Subsidiaries that, during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Effective Period, except (i) as otherwise expressly required or contemplated by this Agreement or the Effective TimeRestructuring Term Sheet, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) as required by applicable Law (including the Bankruptcy Code) or (iii) as consented to use all reasonable efforts in writing by the Requisite Supporting Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), (x) the Business shall be conducted in the ordinary course of business consistent with past practice and policies in accordance with applicable Law and (y) the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve intact its the Business and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships their relationship with customers, suppliers, distributors, licensorswholesalers, licensees retailers, employees and others having business dealings with it Governmental Entities. (b) Without limiting the generality of, and in furtherance of, the foregoing, during the Effective Period, except (x) as otherwise expressly required or contemplated by this Agreement or the Restructuring Term Sheet, (y) as required by applicable Law (including the Bankruptcy Code) or (z) as consented to in writing by the Requisite Supporting Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) amend the certificate of incorporation, bylaws or other organizational documents of the Company or its subsidiaries so that Subsidiaries; (ii) merge or consolidate the Company or any of its and Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate the Company or any of its subsidiaries' goodwill and ongoing businesses shall be unimpaired at Subsidiaries or otherwise enter into any agreements providing for the Effective Time in all sale of their respective material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy assets, operations or business; (iii) acquire assets outside of any event or occurrence not in the ordinary course of business from any other Person; (iv) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of, any shares of capital stock or Equity Interests of the Company or any of its Subsidiaries (other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheldanother wholly owned Subsidiary), the Merger Agreement provides that Musicland shall not door securities convertible or exchangeable into or exercisable for any shares of such capital stock or Equity Interests, cause or permit any options, warrants or other rights of any kind to acquire any of the followingforegoing; (v) incur, create or allowassume any Encumbrance (other than Permitted Encumbrances) on any properties or assets, cause tangible or permit intangible, of the Company or any of its subsidiaries to doSubsidiaries; (vi) (A) incur, cause assume or permit guarantee any of the following: Indebtedness or capitalized lease obligations or issue any debt securities or (iB) cause make any loans, advances, guarantees or permit capital contributions to, or investments in, any amendments to its Certificate of Incorporation or Bylaws; other Person; (iivii) declare declare, set aside, make or pay any dividends on dividend or make any other distributions (whether distribution, payable in cash, stock or property) in respect of any of its capital stock, property or splitotherwise, combine or reclassify with respect to any of its capital stock or issue Equity Interests (except for dividends paid by any direct or authorize indirect wholly owned Subsidiary to the issuance of Company or to any other securities in direct or indirect wholly owned Subsidiary) or enter into any agreement with respect of, in lieu of, or in substitution for, shares to the voting of its capital stockstock or Equity Interests (other than this Agreement); (viii) reclassify, split, combine, subdivide or repurchase redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock; stock or (iii) take, Equity Interests or agree in writing securities convertible or otherwise to take, exchangeable into or exercisable for any of the actions described foregoing; (ix) except in accordance with the Budget (ias defined in the Cash Collateral Orders), make or authorize any capital expenditure; (x) enter into any Contract that would have been a Material Contract had it been entered into prior to this Agreement; (xi) other than in the ordinary course of business, cancel or terminate (ii) aboveother than, for the avoidance of doubt, any expiration in accordance with its terms), or any other action that would make any of its representations modify or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement amend in any material respect. Musicland has also agreed that, during or waive any material rights under, any Material Contract; (xii) make any material changes with respect to material accounting policies or procedures, except as required by changes in applicable Law or GAAP; (xiii) settle or compromise any (A) Cause of Action (other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000)), or (B) patent-related Cause of Action involving any of the period from Company Intellectual Property; (xiv) transfer, assign, sell, lease, grant (other than in the ordinary course of business) any license with respect to, or, to the extent within the control of the Company or any of its Subsidiaries, abandon or permit to lapse, any material Intellectual Property; (xv) terminate or fail to renew any material Business Permit; (xvi) other than in the ordinary course of business, sell, pledge, dispose of, transfer or authorize the sale, pledge, disposition or transfer of any assets or properties of the Company or its Subsidiaries; (xvii) grant any material licenses, sublicenses, covenants not to assert or similar rights with respect to any assets or properties, whether tangible or intangible, of the Company or its Subsidiaries; (xviii) fail to use commercially reasonable efforts to maintain the Insurance Policies or to renew or replace the Insurance Policies following their termination; (xix) except as required pursuant to the terms of any Debtor Plan in effect as of the date of the Merger Agreement and continuing until the earlier of the termination of the Merger this Agreement or the Effective TimeApproved ▇▇▇▇, (A) increase in any manner the compensation, consulting fees, incentive, bonus, retirement, welfare, fringe or other benefits, severance or termination pay of any employee or independent contractor, (B) become a party to, establish, adopt, amend, commence participation in or terminate any Debtor Plan or any arrangement that would have been a Debtor Plan had it been entered into prior to this Agreement, (C) grant any new awards, or amend or modify the terms of any outstanding awards, under any Debtor Plan, (D) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any Debtor Plan, (E) change any actuarial or other assumptions used to calculate funding obligations with respect to any Debtor Plan that is required by applicable Law to be funded or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as expressly may be required by GAAP, (F) forgive any loans or issue any loans (other than routine travel advances issued in the ordinary course of business) to any employee, (G) hire any employee or engage any independent contractor (who is a natural person) other than the engagement of independent contractors to fill vacancies or staff currently existing or contemplated by projects to the Merger Agreementextent not currently staffed or (H) terminate the employment of any officer other than for cause other than any officer who was provided with written notice of termination prior to the date of this Agreement and who is listed on Section 7.1(b)(xix) of the Company Disclosure Letter; (xx) become a party to, Musicland establish, adopt, amend, commence participation in or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization; (xxi) (A) change in any material respect any material method of accounting of the Company or its Subsidiaries for Tax purposes; (B) enter into any agreement with any Taxing Authority (including a “closing agreement” under Code Section 7121) with respect to any material Tax or Tax Returns of the Company or its Subsidiaries; (C) surrender a right of the Company or its Subsidiaries to a material Tax refund; (D) change an accounting period of the Company or its Subsidiaries with respect to any material Tax; (E) file an amended Tax Return; (F) change or revoke any material election with respect to Taxes; (G) make any material election with respect to Taxes that is inconsistent with past practice; (H) file any Tax Return that is inconsistent with past practice; (I) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment (other than in the ordinary course of business); or (J) take any action (or fail to take any action) that would result in a loss of any material Tax losses, credits or other attributes that may be used to reduce Tax liabilities (provided that, for the avoidance of doubt, the Company shall not dobe deemed to have violated the covenant in this clause (J) as the result of any action taken at the direction of the Supporting Lenders in connection with the Interfund Transfers); (xxii) revalue any assets or properties of the Company or its Subsidiaries (including Inventory), cause except to the extent required by GAAP; or (xxiii) agree, authorize or commit, in writing or otherwise, to take any of the foregoing actions. (c) The Supporting Lenders shall not knowingly take or permit any of their Subsidiaries to take any action that is reasonably likely to prevent or materially impede the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any consummation of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):Transactions.

Interim Operations. Pursuant to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period Seller covenants that from the date of the Merger Agreement hereof to the earlier of Closing Date, except (A) as provided herein, (B) as required by any existing Contract or (C) otherwise consented to in writing by Buyer, Seller will: 4.02.01 Not (A) operate or in any manner deal with, incur obligations with respect to, or undertake any transactions relating to, the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to Subject Properties other than transactions (i) pay in the normal usual and to cause its subsidiaries to pay debts customary manner, (ii) of a nature and taxes when duein an amount consistent with prior practice, subject to good faith disputes regarding such debts or taxes(iii) in the ordinary and regular course of business of owning and operating the Subject Properties, and (iiiv) subject to use all reasonable efforts consistent with past practice the terms and policies conditions of this Agreement; (B) dispose of, encumber or relinquish any of the Subject Properties (other than relinquishments resulting from the expiration of leases that Seller has no right or option to preserve intact its and its subsidiaries' present business organizationsrenew); (C) waive, keep available compromise or settle any right or claim that would have a material PURCHASE AND SALE AGREEMENT, PAGE 9 10 adverse effect on the services ownership, operation or value of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at any of the Subject Properties alter the Effective Time Date; or (D) commit to any expenditure in all material respects. The Merger Agreement provides that Musicland will promptly excess of $10,000.00 net to the interest of Seller for capital expenditures on any property. 4.02.02 Promptly notify Best Buy Buyer of any event suit, lessor demand action, or occurrence not in other proceeding before any court, arbitrator, or governmental agency and any cause of action which relates to the ordinary course of its or its subsidiaries' business Subject Properties or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by might result in impairment or loss of any portion of the Merger Agreement Subject Properties or which might hinder or impede the operation of the Subject Properties. 4.02.03 Make or give all notifications, filings, consents or approvals from, to or with all governmental authorities, and will cooperate with Buyer in obtaining the prior written consent issuance, assignment or transfer, as the case may be, by each such authority of Best Buy (which such Permits as may be necessary for Buyer to own and operate the Subject Properties following the consummation of the transactions contemplated in this Agreement; provided that Seller shall not be unreasonably delayed or withheld), required to incur any expense in connection therewith. 4.02.04 Maintain in effect insurance providing the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect ofsame type coverage, in lieu of, the same amounts with the same deductibles as the insurance maintained in effect by Seller or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or affiliates on the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):Date.

Interim Operations. Pursuant (a) The Company covenants and agrees as to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period itself and its Subsidiaries that from and after the date of the Merger this Agreement and prior to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its the business of the Company and its subsidiaries' business Subsidiaries shall be conducted in the usualordinary and usual course and, regular to the extent consistent therewith, the Company and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to Subsidiaries shall use all reasonable best efforts consistent with past practice and policies to preserve its business organization intact its and its subsidiaries' present business organizations, keep available maintain the services of its Company's existing relations and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships goodwill with customers, suppliers, regulators, distributors, licensorscreditors, licensees lessors, employees and others having business dealings with it associates in each case unless Parent shall approve in writing (which approval will not be unreasonably withheld or its subsidiaries so that its delayed) and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the Merger Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Cingular, YP.com or any of their respective Subsidiaries. For the avo▇▇▇▇▇▇ of doubt, any reference in this Section 6.1(a) to an aggregate amount with respect to the Company and its Subsidiaries shall be deemed to refer to the Company and its Subsidiaries on a consolidated basis. The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement or with and prior to the prior written consent of Best Buy Effective Time (unless Parent shall otherwise approve in writing (which shall approval will not be unreasonably delayed withheld or withhelddelayed), and except as otherwise expressly contemplated by this Agreement or disclosed in the Merger Agreement provides that Musicland Company Disclosure Letter): (i) the Company shall not do(A) amend the Company's articles of incorporation or by-laws; (B) amend, cause modify or terminate the Rights Agreement in any manner adverse to Parent's rights hereunder or exempt any other Person as an Acquiring Person (as defined in the Rights Agreement) thereunder, (C) amend, modify, terminate or waive any provision under any standstill agreement unless an amendment, modification, termination or waiver which is the same in all substantive respects is unconditionally offered to be made with respect to the standstill agreement applicable to Parent (provided, that any such amendment to the standstill agreement with Parent need remain in effect only until the termination of this Agreement), (D) split, combine, subdivide or reclassify its outstanding shares of capital stock; (C) declare, set aside or pay any dividend or distribution payable in cash, stock or property in respect of any capital stock, other than regular quarterly cash dividends on the Company Shares in amounts not to exceed $0.29 per fiscal quarter; or (D) repurchase, redeem or otherwise acquire or permit any of the following, Company's Subsidiaries to purchase or allow, cause or permit otherwise acquire any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any shares of its capital stock or issue any securities convertible into or authorize the issuance of exchangeable or exercisable for any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or except that the Company may repurchase Company Shares in the ordinary course of business (x) as necessary to effect (I) the issuance of Company Shares in respect of Company Options and Company Awards or otherwise acquireunder Company Stock Plans and (II) the issuance of Company Shares under the Company Direct Investment Plan and (y) not to exceed $500 million in any fiscal quarter; (ii) the Company shall not merge, directly consolidate or indirectlyadopt a plan of liquidation, or permit any of its Subsidiaries to merge or consolidate or adopt a plan of liquidation, except for any such transactions among wholly-owned Subsidiaries of the Company and the Company and except for acquisitions permitted by clause (ix) below effected by a means of a merger or consolidation of a Subsidiary of the Company; (iii) neither the Company nor any of its Subsidiaries shall take any action that would prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code; (iv) neither the Company nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards of stock-based compensation or other benefits under, amend or otherwise modify, any Company Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any directors, officers or key employees except (A) for grants or awards to directors, officers and employees of the Company or its Subsidiaries under Company Compensation and Benefit Plans in existence as of the date of this Agreement in such amounts and on such terms as are consistent with past practice; (B) in the normal and usual course of business (which shall include normal periodic performance reviews and related Company Compensation and Benefit Plan increases in compensation and employee benefits and the provision of compensation and employee benefits under the Company Compensation and Benefit Plans consistent with past practice for current, promoted or newly hired officers and employees and the adoption of Company Compensation and Benefit Plans for employees of new Subsidiaries in amounts and on terms consistent with past practice), provided that in no event shall the Company (x) institute a broad based change in compensation or, (y) increase or institute any new severance, change in control, termination or deferred compensation benefits, or (C) for actions necessary to satisfy existing contractual obligations under Company Compensation and Benefit Plans existing as of the date of this Agreement, provided that in no event shall the Company or any of its Subsidiaries (i) take any action to fund or in any other way secure the payment of compensation or benefits (other than rabbi trusts listed in Section 5.1(h)(i) of the Company Disclosure Letter in accordance with their terms), (ii) take any action to accelerate the vesting or payment of any compensation or benefits (other than with respect to officers and other employees whose employment terminates prior to the Effective Time (x) as required by the terms of a Company Compensation and Benefit Plan in effect on the date of this Agreement or (y) in the ordinary course of business consistent with past practice (but in the case of (y) excluding officers of the Company who are subject to Section 16 of the Exchange Act)), (iii) other than in the ordinary course of business consistent with past practice, materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Compensation and Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP or applicable Law, or (iv) amend the terms of any outstanding equity-based award (other than with respect to officers and other employees whose employment terminates prior to the Effective Time (x) as required by the terms of a Company Compensation and Benefit Plan in effect on the date of this Agreement or (y) in the ordinary course of business consistent with past practice (but in the case of (y) excluding officers of the Company who are subject to Section 16 of the Exchange Act)); (v) neither the Company nor any of its Subsidiaries shall incur any indebtedness for borrowed money or guarantee such indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company or any of its Subsidiaries, except for (A) indebtedness for borrowed money incurred in the ordinary course of business not to exceed $1.5 billion in the aggregate; (B) indebtedness for borrowed money in replacement of existing indebtedness for borrowed money or any indebtedness permitted to be incurred under this clause (v), (C) guarantees by the Company of indebtedness of its wholly-owned Subsidiaries or (D) interest rate swaps on customary commercial terms consistent with past practice and not to exceed $750 million of notional debt in the aggregate in addition to notional debt currently under swap or similar agreements; (vi) neither the Company nor any of its Subsidiaries shall make or commit to any capital expenditures other than in the ordinary course of business and in any event not in excess of 110% of the aggregate amount reflected in the Company's capital expenditure budget for the year in which such capital expenditures are made, a copy of which capital expenditure budget for 2006 and 2007 is attached to the Company Disclosure Letter; (vii) neither the Company nor any of its Subsidiaries shall (A) transfer, lease, license, sell, mortgage, pledge, place a Lien upon or otherwise dispose of any of the Company's or its Subsidiaries' interest in Cingular (other than transfers to the Company or wholly-owned Subsidiaries of the Company) or (B) otherwise transfer, lease, license, sell, mortgage, pledge, place a Lien upon or otherwise dispose of any other property or assets (including capital stock of any of its Subsidiaries) with a fair market value in excess of $500 million in the aggregate, except in the case of the clause (B) for (x) transfers, leases, licenses, sales, mortgages, pledges, Liens, or other dispositions in the ordinary course of business and (y) mortgages, pledges and Liens to secure indebtedness for borrowed money permitted to be incurred pursuant to clause (v) above and of a type and under circumstances consistent with past practice; (viii) neither the Company nor any of its Subsidiaries shall issue, deliver, sell, or encumber shares of its capital stockstock or any securities convertible into, or any rights, warrants or options to acquire, any such shares except: (A) any Company Shares issued pursuant to Company Options and Company Awards outstanding on the date of this Agreement under the Company Stock Plans, Company Awards and awards of performance shares granted hereafter under the Company Stock Plans in accordance with this Agreement and Company Shares issuable pursuant to such Company Awards; (B) any Company Shares issued pursuant to the Company Direct Investment Plan; (C) Company Awards or performance shares issued in the ordinary course of business under the Company Stock Plans; provided that Company Awards and performance shares in respect of no more than 400,000 Company Shares may be issued in the aggregate and (iiiD) takeissuances of capital stock by wholly-owned Subsidiaries of the Company to the Company or any wholly-owned Subsidiary of the Company; (ix) neither the Company nor any of its Subsidiaries shall spend in excess of $1 billion in the aggregate to acquire any business, whether by merger, consolidation, purchase of property or assets or otherwise (valuing any non-cash consideration at its fair market value as of the date of the agreement for such acquisition); provided that neither the Company nor any of its Subsidiaries shall make, or agree in writing or otherwise to takemake, any acquisition that would reasonably be likely to prevent or materially delay or impair the Merger or the Company's ability to consummate the transactions contemplated hereby. For purposes of this clause (ix), the actions described amount spent with respect to any acquisition shall be deemed to include the aggregate amount of capital expenditures that the Company is obligated to make at any time or is reasonably likely to make as a result of such acquisition within two years after the date of acquisition; (x) neither the Company nor any of its Subsidiaries shall make any change with respect to accounting policies, except as required by changes in GAAP or by Law, or except as the Company, based upon the advice of its independent auditors, and after consultation with Parent, determines in good faith is advisable to conform to best accounting practices; (xi) except as required by Law, neither the Company nor any of its Subsidiaries shall (i) make any material Tax election or take any material position on any material Tax Return filed on or after the date of this Agreement or adopt any material method therefor that is inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods or (ii) above, settle or resolve any other action that would make material Tax controversy; (xii) neither the Company nor any of its representations Subsidiaries shall (a) enter into any material line of business in any geographic area other than the current businesses of the Company or warranties contained any of its Subsidiaries in the geographic areas where they are conducted, as of the date of this Agreement or except as conducted as of the date of this Agreement, engage in the conduct of any business in any geographic area which would require a License issued or granted by a Governmental Entity to be obtained by the Company or any of its Subsidiaries, or file for any License to be issued by a Governmental Entity outside of the ordinary course of business, if in each such case a filing would be required to be made with, or a consent or approval would be required to be obtained from, a Government Entity prior to the Effective Time with respect to transfer of such License and such conduct or filing for such License would reasonably be likely to prevent or delay the Merger or result in the Merger Agreement untrue being prevented or incorrect or prevent it from performing or cause it not to perform its covenants contained delayed; (xiii) other than investments in marketable securities in the Merger Agreement ordinary course of business, neither the Company nor any of its Subsidiaries shall make any loans, advances or capital contributions to or investments in any Person (other than the Company or any direct or indirect wholly-owned Subsidiary of the Company or Cingular, YP.com or any of their respective Subsidiaries) in excess o▇ $▇▇ million, individually or $100 million in the aggregate; (xiv) neither the Company nor any of its Subsidiaries shall enter into (i) any non-competition Contract or other Contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business or (ii) any Contract requiring the Company or its Subsidiaries to, in any material respect. Musicland has also agreed that, during deal exclusively with a Person or related group of Persons; (xv) neither the period Company nor any of its Subsidiaries shall settle any litigation or other proceedings before or threatened to be brought before a Governmental Entity for an amount to be paid by the Company or any of its Subsidiaries (excluding amounts paid or reimbursed by insurance) in excess of $50 million or, in the case of non-monetary settlements, which would be reasonably likely to have an adverse impact in any material respect on the operations of the Company and its Subsidiaries taken as a whole; and (xvi) neither the Company nor any of its Subsidiaries shall authorize or enter into any agreement to do any of the foregoing. (b) Parent covenants and agrees as to itself and its Subsidiaries that from and after the date of the Merger this Agreement and continuing until the earlier of the termination of the Merger Agreement or prior to the Effective Time, the business of Parent and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, Parent and its Subsidiaries shall use commercially reasonable efforts to preserve its business organization intact and maintain Parent's existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates, in each case unless the Company shall approve in writing (which approval will not be unreasonably withheld or delayed) and except as expressly contemplated by the Merger this Agreement. Nothing contained in this Section 6.1(b) shall require Parent, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause Subsidiaries or permit any of their respective directors or officers to approve or consent to the followingtaking of any action by Cingular, without YP.com or any of their respective Subsidiaries. For the avo▇▇▇▇▇▇ of doubt, any reference in this Section 6.1(b) to an aggregate amount with respect to Parent and its Subsidiaries shall be deemed to refer to Parent and its Subsidiaries on a consolidated basis. Parent covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior written consent of Best Buy to the Effective Time (unless the Company shall otherwise approve in writing (which consent shall approval will not be unreasonably delayed withheld or withhelddelayed), and except as otherwise expressly contemplated by this Agreement or disclosed in the Parent Disclosure Letter): (i) Parent shall not (A) amend Parent's certificate of incorporation or by-laws in any manner that would reaso

Interim Operations. Pursuant In recognition of the Parties’ mutual interest in providing for the formation, organization, ownership and operation of the NC Health Plan; and taking such actions as may reasonably necessary for PlanCo and the NC Health Plan to the Merger Agreementsubmit a competitive bid for, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy)be awarded and perform under, an NCDHB Contract, during the period from Interim Period, subject to and in accordance with the date provisions of the Merger Agreement Transaction Documents, the Parties agree to the earlier of the termination of the Merger Agreement use Reasonable Efforts to: (a) take or the Effective Timecause to be taken, any and all actions, and do, or cause to carry on its be done, any and its subsidiaries' business in the usualall things necessary, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed proper or advisable to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have register PlanCo as a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or licensed insurance company with the prior written consent North Carolina Department of Best Buy Insurance (which shall not be unreasonably delayed or withheld“NCDOI”), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions obtain such licensure from the State of North Carolina (whether in cash, stock through the NCDOI or propertyotherwise) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockas may be necessary to be awarded and perform under an NCDHB Contract; or and (iii) taketo structure the management and operations of PlanCo so as to facilitate the qualification of the NC Health Plan as an Eligible Health Plan; (b) upon issuance of the NC RFP, take or cause to be taken, any and all actions, and do, or agree in writing or otherwise cause to takebe done, any and all things necessary, proper or advisable to submit a competitive bid for the receipt of an NCDHB Contract, which bid shall be submitted on or prior to the actions described Submission Deadline and in (i) or (ii) above, or any other action that would make any of its representations or warranties contained compliance with the requirements set forth in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not NC RFP; (c) effect all filings and obtain all permits, consents, clearances, approvals and authorizations of all Governmental Authorities and other Persons necessary to perform its covenants contained consummate the Contemplated Transactions, and provide such assistance and information as may reasonably be required in the Merger Agreement in any material respect. Musicland has also agreed connection therewith; provided, however, that, whether during the period from Interim Period or otherwise, any and all analyses, appearances, meetings, discussions, presentations, memoranda, filings, arguments, and proposals made by or on behalf of any Party before any Governmental Authority in connection with the date Contemplated Transactions shall be disclosed to all other Parties in advance thereof, it being the intent that the Parties will consult and cooperate with one another, and consider in good faith the views of the Merger Agreement each other, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, filings, arguments, and continuing until the earlier proposals; (d) in accordance with Section 4.2 of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger this Agreement, Musicland shall not dorecruit, cause or permit any build and develop a network of Health Care Providers for purposes of providing services on behalf of NC Health Plan; and (e) perform such additional services set forth on Exhibit I to this Agreement (the following, or allow, cause or permit any of its subsidiaries “Additional Services Exhibit”) in accordance with and subject to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):terms and conditions set forth thereon.

Interim Operations. Pursuant (a) The Company and STI each covenants and agrees that, after the date hereof and prior to the Merger Agreement, Musicland has agreed Effective Time (except for subsection (iii) below which will continue after the Effective Time) (unless STI or the Company, as the case may be, shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as otherwise expressly contemplated by this Agreement or in its respective Disclosure Letter or as required by applicable Law): (i) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy)consistent therewith, during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its it and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to Subsidiaries shall use all reasonable efforts consistent with past practice and policies to preserve its business organization intact and maintain its existing relations and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships goodwill with customers, suppliers, regulators, distributors, licensorscreditors, licensees lessors, employees and others having business dealings with associates; (ii) it shall not (A) amend its certificate of incorporation or by- laws; (B) split, combine, subdivide or reclassify its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time outstanding shares of capital stock; (C) declare, set aside or pay any dividend payable in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy cash, stock or property in respect of any event capital stock, or occurrence not (D) repurchase, redeem or otherwise acquire, except in the ordinary course case of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or STI, in connection with the prior written consent redemption of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause outstanding STI Redeemable Warrants or permit any of its subsidiaries Subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; or ; (iii) take, or agree in writing or otherwise to take, neither it nor any of its Subsidiaries shall knowingly take or fail to take any action if the actions described in result of such taking or failure would be to (iA) prevent the Merger from qualifying for "pooling of interests" accounting treatment or as a "reorganization" within the meaning of Section 368(a) of the Code or (iiB) above, or any other action that would make cause any of its representations or and warranties contained in the Merger Agreement herein to become untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that; (iv) neither it nor any of its Subsidiaries will authorize, during the period from the date or enter into an agreement to do any of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement foregoing; and (v) each shall cause its respective Affiliates not to knowingly take or the Effective Timefail to take any action which it has agreed to do, except as expressly contemplated by the Merger Agreement, Musicland shall or not do, cause herein. (b) STI and the Company agree that any written approval obtained under this Section 6.1 may be relied upon by the other party if signed by the Chief Executive Officer or permit any another executive officer of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):other party.

Interim Operations. Pursuant to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from a) From the date of this Agreement and until the Merger Agreement to Closing or the earlier termination of this Agreement in accordance with its terms, except (w) as set forth in Section 5.1(a) of the termination of the Merger Agreement or the Effective TimeDisclosure Schedules, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner (x) as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as otherwise expressly contemplated or required by the Merger this Agreement or (including compliance with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheldSection 5.21), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries (y) as consented to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy Buyer (which consent shall not be unreasonably withheld, delayed or withheldconditioned) or (z) as required by applicable Law, Order, a Governmental Entity or by any Company Plan in effect as of the date of this Agreement, Seller shall cause the Company to, and the Company shall, and Seller and the Company shall cause the Company’s Subsidiaries to (1) conduct their respective businesses in the ordinary course of business consistent with past practice (it being understood that compliance by the Company or its applicable Subsidiary with the terms of a Company Material Contract listed in Section 2.17(a) of the Disclosure Schedules and made available to Buyer prior to the date hereof shall not constitute a failure to comply with the obligations set forth in this clause (1)) and (2) use reasonable best efforts to preserve intact the present business organizations and lines of businesses of the Company and its Subsidiaries in all material respects and maintain material relationships with suppliers, distributors and customers and others having material business dealings with the Company and its Subsidiaries. Notwithstanding the generality of the foregoing, and subject to the immediately preceding sentence (including the exceptions set forth in clauses (w), (x), (y) and (z) thereof), the Company shall not (and shall cause its Subsidiaries not to): (i) amend their respective Governing Documents as in effect on the date of this Agreement; (ii) acquire any Equity Interests in, or assets, rights or properties of, any business or division (whether by merger, consolidation or otherwise) from any other Person (other than acquisitions of assets, properties or rights (A) from any Subsidiary of the Company or (B) in the ordinary course of business of the Company and its Subsidiaries consistent with past practice, but in each case excluding any acquisition of Equity Interests); (iii) merge or consolidate with any other Person, or restructure, reorganize or completely or partially liquidate (other than the disposition of obsolete or worn out assets in the ordinary course of business consistent with past practice); (iv) issue, sell, pledge, dispose of or encumber any of their respective Equity Interests (or rights or options with respect to Equity Interests), except for issuances or dispositions of any capital stock of any of the Company’s Subsidiaries solely to the Company or any other of its Subsidiaries; (v) split, combine, subdivide or reclassify any of their respective Equity Interests; (vi) sell, assign, transfer, dispose of or encumber any assets, rights or properties (including Intellectual Property) with a fair market value in excess of $5,000,000 individually or $10,000,000 in the aggregate, except in connection with sales of inventory or the disposition of obsolete or worn out assets in the ordinary course of business consistent with past practice; (vii) cancel, fail to renew, fail to continue to prosecute, fail to protect or defend, abandon or allow to lapse any registered or applied-for Company IP, other than any of the foregoing actions that is both (A) in the ordinary course of business consistent with past practice and (B) concerns Company IP determined by the Company in its reasonable judgment to no longer be material to the Company or any of its Subsidiaries; (viii) permit any Leakage other than (A) Permitted Leakage or (B) Leakage in an aggregate amount not to exceed $9,000,000 and which, in the case of this clause (B), is taken into account as a reduction in Purchase Price at Closing; (ix) incur any Indebtedness (including any borrowings under existing revolving credit facilities of the Company or any of its Subsidiaries) in excess of $5,000,000 individually or $10,000,000 in the aggregate (other than any accounts payables and accounts receivables solely between the Company and/or one of its Subsidiaries incurred in the ordinary course of business and consistent with past practice) or cancel, release, assign, retire, settle or modify any Indebtedness existing between or among any of the Company and its Subsidiaries (other than cancellations, releases, assignments, retirements, settlements or modifications made in the ordinary course of business and consistent with past practice of any accounts payables and accounts receivables solely between the Company and/or one of its Subsidiaries incurred in the ordinary course of business and consistent with past practice), provided, that it is agreed that accounts payables and accounts receivables do not include loans or advances of funds; (x) subject any of their respective material properties or assets (including material Intellectual Property) to any Lien, in each case other than Permitted Liens; (xi) (A) increase or announce any increase in the compensation or benefits payable or to become payable to any Company Employee or any Company Independent Contractor (other than (i) increases in annual base salaries, wage rates, annual bonus targets or service or consulting fees made in the ordinary course of business consistent with past practice, which such increases, in the case of any Restricted Employee, shall not in the aggregate be more than a de minimis amount in the context of such Restricted Employee’s compensation as of the date hereof, or (ii) increases in benefits with respect to Company Employees that are not Restricted Employees that are made in the ordinary course of business consistent with past practice and do not increase costs or obligations of the Company or any of its Subsidiaries by more than a de minimis amount or respect), (B) accelerate the time of vesting, funding or payment of any compensation or benefits to any Company Employee or Company Independent Contractor, (C) make any long-term incentive awards (whether settled in cash, equity or other property) to any Company Employee or Company Independent Contractor, (D) grant any new or additional entitlement to or pay any severance or termination pay to any Company Employee or Company Independent Contractor (other than payment of severance or termination pay in the ordinary course of business consistent with past practice that is (i) subject to the applicable recipient executing and not revoking a general release and waiver of claims in favor of the Company and its Subsidiaries and (ii) paid to any Company Employee who is not a Restricted Employee or any Company Independent Contractor) or, (E) grant to any Company Employee or Company Independent Contractor any right to a retention or transaction bonus (other than any such amount which, together with the employer portion of Taxes thereon, is treated as a Transaction Expense and which is included in the Closing Statement and reduces the Closing Purchase Price hereunder at the Closing) or (F) grant to any Company Employee or Company Independent Contractor any right to reimbursement, indemnification or payment for any Taxes, including any Taxes incurred under Section 409A or 4999 of the Code; (xii) establish, adopt, enter into, materially amend or terminate any Company Plan or any plan, program, policy, agreement or other arrangement that would be a Company Plan if it were in existence as of the date of this Agreement (other than to replace or amend any Company Plan or any plan, program, policy, agreement or other arrangement that would be a Company Plan if it were in existence as of the date of this Agreement if the cost to the Company or its Subsidiaries thereunder is not materially increased); provided, that the Company and its Subsidiaries may enter into or amend (A) employment arrangements with Company Employees who are not and do not become Restricted Employees and (B) consulting arrangements with Company Independent Contractors or individual healthcare providers, in the case of each of clauses (A) and (B), in connection with promotions and new hires or engagements, so long as such employment and consulting arrangements, and such promotions, new hires and engagements, are in the ordinary course of business consistent with past practice; provided, further, that the Company or its applicable Subsidiary may establish and administer the annual bonus plan for the fiscal year ended December 31, 2020 as long as such plan (including in respect of its terms) is adopted in the ordinary course of business consistent with past practice (it being understood that such plan shall not incorporate the terms of any amendment to the annual bonus plan in effect for the fiscal year ended December 31, 2018); (xiii) (A) terminate the employment of any Company Employee who is a Restricted Employee as of the date of this Agreement other than for misconduct or other acts constituting “cause” or due to expiration or non-renewal of a Contract (other than, in the case of a Restricted Employee who is not a Senior Restricted Employee, any termination that is in the ordinary course of business consistent with past practice) or (B) hire any employee or promote any employee to any position that would result in such employee being a Restricted Employee (other than any such hiring or promotion to any position that would result in such employee being a Restricted Employee who is not a Senior Restricted Employee that is in the ordinary course of business and consistent with past practice); (xiv) (A) make, change, or rescind any material Tax election, (B) agree with any Taxing Authority to any material adjustment of any Tax attribute, (C) file any material amended Tax Return, (D) enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund, (E) agree to an extension or waiver of the statute of limitations with respect to a material amount of Taxes, (F) settle any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit, or controversy with a Taxing Authority relating to Taxes, (G) change in any material respect any method of accounting used for Tax purposes, or (H) take any action with the intention to or purpose of (i) accelerating the use of any material amount of loss, credit or other tax asset in a period prior to the Closing or (ii) deferring the recognition of any material amount of income, gain or any other Tax Liability to a period after the Closing; (xv) except as required by GAAP, make any material changes to accounting, methods, practices, policies or principles of the Company or its Subsidiaries; (xvi) other than in the ordinary course of business consistent with past practice, (1) enter into any Contract that would have been a Company Material Contract had it been entered into prior to the date of this Agreement or (2) terminate, amend, accelerate, cancel, modify or waive any rights under any Company Material Contract in a manner materially adverse to the Company and its Subsidiaries, excluding any termination upon expiration in accordance with the terms of such Company Material Contract; provided in each case that the Company and its Subsidiaries shall be permitted to extend, renew or replace any Company Material Contract with one or more Contracts on substantially similar terms and consistent with past practice in all material respects; (xvii) except for the capital expenditures contemplated by the Company capital expenditures budget set forth in Section 5.1(a)(xvii) of the Disclosure Schedules, make, enter into any Contract providing for, or authorize any capital expenditure in excess of $5,000,000 individually or $20,000,000 in the aggregate; (xviii) compromise, settle or agree to settle any Actions, or investigations (A) involving amounts paid or payable by the Company or its Subsidiaries in excess of $500,000 individually or $5,000,000 in the aggregate, or (B) that would impose any material non-monetary restrictions on the business of the Company or its Subsidiaries that would continue after the Closing; (xix) make any change to its publicly-facing privacy policies or the operation or security of its material IT Assets, in each case, in any manner that is materially adverse to the business of the Company and its Subsidiaries; (xx) cancel, release or assign any material Indebtedness owed by any Person to the Company or its Subsidiaries or any material claims held by the Company or any of its Subsidiaries against any such Person; (xxi) enter into any Contract with Seller or any Affiliate of Seller (other than the Company or any of its Subsidiaries); (xxii) enter into a new line of business or abandon or discontinue any existing line of business, in each case, which is material to the Company and its Subsidiaries, taken as a whole, or, in the case of entry into any new line of business, could reasonably be expected to have any of the effects described in clauses (i), (ii) or (iii) in Section 5.2(d)(iv); (xxiii) create any Subsidiary of the Company or any of its Subsidiaries; (xxiv) commute, terminate or let lapse any Company Insurance Policy (unless such policy is not a Specified Insurance Policy and is replaced by a substantially comparable policy) or amend, cancel, modify or waive any rights under any Specified Insurance Policy; (xxv) (A) sell, assign or otherwise transfer (except to a Subsidiary) or (B) grant a license (except to a Subsidiary), release, immunity or covenant not to ▇▇▇ under or in respect of, or otherwise encumber, any material Company IP (other than the grant of non-exclusive licenses to customers in the ordinary course of business consistent with past practice, to the extent such licenses are necessary for the respective customer’s use or receipt of Company Products and subject to terms and conditions (including as to confidentiality) that are consistent with past practice); or (xxvi) agree, resolve, authorize or commit to do any of the foregoing. (b) Nothing contained in this Agreement is intended to give Buyer, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Interim Operations. Pursuant The Company covenants and agrees as to itself and ------------------ its Subsidiaries that, after the date hereof and prior to the Merger Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as otherwise expressly contemplated by this Agreement): (a) The business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy)consistent therewith, during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its it and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to Subsidiaries shall use all commercially reasonable efforts consistent with past practice and policies to preserve its business organization intact and maintain its existing relations and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships goodwill with customers, suppliers, distributors, licensorscreditors, licensees lessors, employees and others having business dealings with it associates; (b) It shall not, (i) issue, sell or otherwise dispose of or subject to any Lien (other than Permitted Liens) any of its subsidiaries so that Subsidiaries' Capital Stock owned by it; (ii) amend its and charter or bylaws, except for any amendment contemplated by this Agreement; (iii) split, combine or reclassify its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time outstanding shares of Capital Stock; (iv) declare, set aside or pay any dividend payable in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy cash, stock or property in respect of any event Capital Stock; (v) repurchase, redeem or occurrence not otherwise acquire or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its Capital Stock or any securities convertible into or exchangeable or exercisable for any shares of its Capital Stock; or (vi) adopt a plan of complete or partial liquidation or dissolution, merger or otherwise restructure or recapitalize or consolidate with any Person other than Merger Sub or another wholly-owned Subsidiary of Parent; (c) Neither it nor any of its Subsidiaries shall (i) authorize for issuance or issue, sell or otherwise dispose of or subject to any Lien (other than Permitted Liens) any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its Capital Stock of any class or any Voting Debt (other than Shares issuable pursuant to Company Options outstanding on the date hereof); (ii) other than in the ordinary and usual course of business, transfer, lease, license, guarantee, sell or otherwise dispose of or subject to any Lien (other than Permitted Liens) any other property or assets or incur or modify any material indebtedness or other liability (except for additional borrowings in the ordinary course under lines of credit in existence on the date hereof); (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except in the ordinary course of its business and except for obligations of Subsidiaries of the Company incurred in the ordinary course of business; (iv) make any loans to any other Person (other than to Subsidiaries of the Company or, customary loans or its subsidiaries' advances to employees in connection with business-related travel in the ordinary course of business consistent with past practices); or which could have a Material Adverse Effect on Musicland. (v) make any commitments for, make or authorize any capital expenditures other than in amounts less than $250,000 individually and $1,000,000 in the aggregate or, by any means, make any acquisition of, or investment in, assets or stock of any other Person; (d) Except as expressly contemplated may be required to comply with applicable law or by the Merger Agreement or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld)existing contractual commitments, the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit neither it nor any of its subsidiaries to do, cause or permit any of the following: Subsidiaries shall (i) cause enter into any new agreements or permit commitments for any amendments to its Certificate of Incorporation severance or Bylaws; (ii) declare termination pay to, or pay enter into any dividends on employment or make any other distributions (whether in cashseverance agreement with, stock or property) in respect of any of its capital stockdirectors, officers or splitemployees or consultants except for reasonable severance payments made to employees in the ordinary course of business and consistent with past practices, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) aboveterminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, any Compensation and Benefit Plan or increase or accelerate the salary, wage, bonus or other compensation of any employees or directors (except for increases occurring in the ordinary and usual course of business, which shall include normal periodic performance reviews and related compensation and benefit increases, but not any general across-the-board increases) or consultants or pay or agree to pay any pension, retirement allowance or other employee benefit not required by any existing Compensation and Benefit Plan; (e) Neither it nor any of its Subsidiaries shall, except as may be required as a result of a change in law or in GAAP, change any of the accounting principles, practices or methods used by it; (f) Neither it nor any of its Subsidiaries shall revalue in any respect any of its material assets, including writing down the value of inventory or writing-off notes or accounts receivable, other than in the ordinary course of business consistent with past practices; (g) Neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or terminate or materially amend or modify any of its material Contracts or waive, release or assign any material rights or claims; (h) Neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be canceled or terminated; (i) Neither it nor any of its Subsidiaries shall take any action or omit to take any action that would make cause any of its representations or and warranties contained in the Merger Agreement herein to become untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date ; and (j) Neither it nor any of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement its Subsidiaries will authorize or the Effective Time, except as expressly contemplated by the Merger Agreement, Musicland shall not do, cause or permit enter into any agreement to do any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or withheld):foregoing.