Common use of Conduct of Business Clause in Contracts

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

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

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

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

Conduct of Business. During (a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a) of the SXE Disclosure Schedule, (iii) as required by applicable Law, or (iv) as consented to in writing (including by e-mail) by AMID (which consent shall not be unreasonably withheld, delayed or conditioned) (or deemed consented to by AMID as provided in the last sentence of this Section 5.2(a)), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV SXE shall, and shall include the Company and cause each of its subsidiariesSubsidiaries to, (i) conduct its business in the ordinary course of business consistent with past practice and Parent (which for ii) use commercially reasonable efforts to (A) preserve intact its business organization and assets; (B) keep available the purposes of this Article IV shall include Parent and each services of its subsidiariescurrent officers and key employees; (C) agreekeep in full force and effect all material SXE Permits; and (D) comply in material respects with all applicable Laws. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 5.2(a) of the Company SXE Disclosure Schedule, (iii) as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesrequired by applicable Law, or (iiiiv) as consented to the extent that the other party shall otherwise consent in writing (including by e-mail) by AMID (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned) (or deemed consented to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company by AMID as provided in Article IV the last sentence of this Section 5.2(a)), during the Company Schedulesperiod from the date of this Agreement to the Effective Time, (ii) in the case of Parent as provided in Article IV of the Parent SchedulesSXE shall not, or (iii) as required by this Agreement, without the prior written consent (which consent and shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

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

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

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

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

Conduct of Business. During the period from (a) From the date of this Agreement and continuing hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to its the terms or the Effective Timehereof, the Company (which A) except for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, events or circumstances described in clauses (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) of Section 4.11, and (B) except to the extent that Buyer otherwise consents in writing, Seller shall cause each of the other party shall otherwise consent Company and the Subsidiaries to use commercially reasonable efforts to (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the i) conduct its business of Parent or Company, as applicable, in the ordinary coursecourse of business, as a standalone entity if including not declaring any dividends or making distributions with respect to the Merger were not consummatedCompany other than any dividends or distributions of available cash prior to or at Closing; (ii) preserve intact its present organization; (iii) maintain in writingeffect all material licenses, approvals, qualifications, registrations and authorizations necessary to carry on its business as currently conducted; and (iv) preserve existing relationships with its employees, customers, suppliers and others having material business relationships with it; provided, however, that, notwithstanding anything to the contrary in this Agreement, Seller shall not be obligated (nor shall Seller be obligated to cause or permit the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, Company or any Subsidiary to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, be obligated) to pay or perform provide any compensation or service to or at the direction of a Governmental Authority or other material obligations when due subject Person or otherwise incur any obligation to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies a Governmental Authority or other Person in order to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, satisfy clauses (ii) in the case of Parent as provided in Article IV of the Parent Schedules), or (iii) or (iv) above (other than (x) as required by may be specifically set forth in the licenses, approvals, qualifications, registrations and authorizations at issue, (y) the payment of routine filing fees and (z) the payment of compensation and provision of services to employees, customers, suppliers and others having material business relationships with the Company and the Subsidiaries pursuant to the terms of such employees’ employment and the contractual relationship between the Company or any Subsidiary and such customers, suppliers and others); provided, further, however, that notwithstanding anything to the contrary in this Agreement, without the consent of Buyer, Seller shall, prior to Closing, cause Con Edison Communications, Inc. and/ or CEC Holding Member, Inc. to be merged into the Company or into the other and no breach of this Agreement, including any representation or warranty of Seller set forth herein, shall occur as a result thereof. During the Interim Period, the Company and the Subsidiaries shall obtain Buyer’s prior written consent (which consent shall not be unreasonably withheld withheld, delayed or delayed conditioned) before entering into (i) during the period from the date hereof through and including February 28, 2006, any Capital Expenditure Commitment that, when aggregated with regard all other Capital Expenditure Commitments entered into during such period, would require the Company or any Subsidiary to actions that make Capital Expenditures in excess of $2,275,000 or (ii) during any calendar month thereafter, any Capital Expenditure Commitment that, when aggregated with all other Capital Expenditure Commitments entered into during such calendar month, would be reasonably necessary carry on require the business Company or any Subsidiary to make Capital Expenditures in excess of Parent the Capital Expenditure Commitment Budget for such calendar month. Notwithstanding the foregoing or Companyanything to the contrary set forth in this Agreement, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of Company and the otherSubsidiaries are required to obtain Buyer’s prior written consent for any Capital Expenditure Commitment but Buyer does provide its prior written consent to such Capital Expenditure Commitment, neither the Company nor Parent shall do any and the Subsidiaries may, nevertheless, enter into such Capital Expenditure Commitment so long as Seller first executes and delivers to Buyer a written agreement obligating Seller to cause the Capital Expenditures required by the Capital Expenditure Commitment at issue to be paid (or to reimburse Buyer for Buyer’s payment of the following, same) when and neither the Company nor Parent shall permit its subsidiaries to do any of the following:as such payment(s) become due.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Conduct of Business. During Except as expressly set forth in this Agreement, the Definitive Documents or with the prior written consent of the Required Backstop Parties (not to be unreasonably withheld or delayed and taking into account the pendency of the Chapter 11 Cases), during the period from the date of this Agreement and continuing until to the earlier of the termination of Effective Date and the date on which this Agreement pursuant to is terminated in accordance with its terms or the Effective Timeterms, (a) the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or CompanyCompany Parties to, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, course and use its commercially reasonable efforts consistent with past practices and policies to to: (i) preserve intact its present current business organizationand business organizations in all material respects, keep available the services of its present officers and employees and (ii) preserve its material relationships with customers, sales representatives, suppliers, distributors, licensors, licensees licensees, distributors and others having material business dealings with which it has any of the Company Parties in connection with their business, (iii) file or post Company Information within the time periods required under the Exchange Act, or reasonably promptly thereafter, in each case in accordance with ordinary course practices, (iv) maintain its physical assets, properties and facilities in all material respects in their current working order, condition and repair as of the date hereof, ordinary wear and tear excepted, (v) operate its businesses in compliance with all applicable laws, rules and regulations in all material respects, and (vi) maintain all insurance policies, or suitable replacements therefor, in full force and effect through the close of business dealings. In additionon the Effective Date in all material respects, except and (b) the Company shall not: (i) sell, license to any Person, transfer, assign, abandon, subject to a security interest, or allow to lapse or expire any material Intellectual Property (other than expiration of any issued or registered Intellectual Property at the end of its respective maximum statutory term), or (ii) enter into any transaction that is material to the Company Parties’ business other than (A) transactions in the case ordinary course of business that are consistent with prior business practices of the Company as provided in Article IV Parties, and (B) transactions expressly contemplated by the RSA and the Plan. For the avoidance of doubt and without limiting the generality of the foregoing, the following shall be deemed to occur outside of the ordinary course of business of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without Parties and shall require the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the otherRequired Backstop Parties unless the same would otherwise be permissible under the RSA, neither the Company nor Parent shall do any of Plan or this Agreement (including the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:preceding clause (A) or (B)):

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

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

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

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

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

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

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

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

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

Conduct of Business. During the period from (a) From and after the date of hereof and prior to the Effective Time or the date, if any, on which this Agreement and continuing until the is earlier of the termination of this Agreement terminated pursuant to its terms or Section 7.1 (the Effective Time“Termination Date”), the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as may be otherwise required by applicable Law; (ii) with the prior written consent of Parent; (iii) as expressly contemplated or permitted by this Agreement, ; or (iiiv) as disclosed in the case Section 5.1 of the Company as provided in Article IV of Disclosure Letter, the Company Schedules shall, and shall cause each of its Subsidiaries to: (A) conduct its business in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, all material respects in the ordinary course, as a standalone entity if the Merger were not consummated; (B) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices to maintain and policies to preserve intact its present business organization, keep available organization and advantageous business relationships and to retain the services of its present key officers and employees key employees, in each case, to the end that its goodwill and preserve its relationships ongoing business shall be unimpaired at the Effective Time; (C) comply in all material respects with customers, suppliers, distributors, licensors, licensees applicable Laws and others with which it has business dealings. In addition, except the requirements of all Company Material Contracts; and (iD) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, take no action that is intended to or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would reasonably be reasonably necessary carry on expected to materially adversely affect or materially delay the business ability of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingparties hereto from obtaining any necessary approvals of any regulatory agency or other Governmental Entity required for the transactions contemplated hereby, performing its covenants and neither agreements under this Agreement or consummating the transactions contemplated hereby or otherwise materially delay or prohibit consummation of the Merger or other transactions contemplated hereby; provided, however, that no action by the Company nor Parent or its Subsidiaries with respect to matters specifically addressed in Section 5.1(b)of the Company Disclosure Letter shall permit its subsidiaries to do any be deemed a breach of the following:this Section 5.1(a).

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

Conduct of Business. During the period from From the date of this Agreement and continuing until through the earlier of the Closing or valid termination of this Agreement pursuant to its terms or Article XI (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as otherwise explicitly contemplated by this Agreement or the Ancillary Agreements, as required by this Agreement, (ii) Law or as consented to by Acquiror in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), use reasonable best efforts to actions that would be reasonably necessary to carry on operate the business of Parent or Company, as applicable, the Company in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course consistent with past practices practice; provided, that solely with respect to such obligation (and policies not with respect to any matter described in clauses (a)-(z) below), the Company or any of its Subsidiaries may take any action, including the establishment of any policy, procedure or protocol constituting COVID-19 Measures; provided, further, in each case, that (i) such actions are reasonably necessary, taken in good faith and taken to preserve intact the continuity of the business of the Company and its present business organization, keep available Subsidiaries and/or the services health and safety of its present officers and employees and preserve its relationships with customersemployees, suppliers, distributors, licensors, licensees customers and others with which whom it has business dealingsdealings and (ii) the Company shall inform Acquiror in writing of any such actions prior to the taking thereof (or if not practicable, promptly thereafter) and shall consider in good faith any suggestions or modifications from Acquiror with respect thereto. In additionWithout limiting the generality of the foregoing, except (i) in the case as set forth on Section 7.1 of the Company Disclosure Letter or as provided consented to by Acquiror in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummateddenied) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, except as otherwise contemplated by this Agreement or the followingAncillary Agreements or as required by Law:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of (x) the termination Long Stop Date, (y) any material non-performance or material breach of this Agreement pursuant by the Purchaser (including without limitation any failure to its terms pay the Additional Interim Payment to the Company), or (z) the Effective TimeClosing (together with (x) and (y), the “Restricted Period”), the Company will, and will cause any Subsidiary to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted or those reasonably related or ancillary thereto (the “Business”) and do all things necessary to remain duly incorporated validly existing and in good standing as a domestic corporation in its jurisdiction of incorporation and maintain all requisite authority to conduct its business in each jurisdiction in which for its business is conducted except to the purposes extent the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. Without prejudice to the foregoing, during the Restricted Period, other than (I) to satisfy, or as otherwise contemplated by, the terms and conditions of this Article IV shall include Agreement and any agreements contemplated hereby (including without limitation, adopting the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this A&R Shareholders Agreement, (ii) modifying the Board structure as contemplated in advance of the case Closing, and modifying the constitution of the Company as provided in Article IV of to facilitate the Company Schedules and in Transaction, by the case of Parent as provided in Article IV of A&R Shareholders Agreement or by the Parent Schedulesother Transaction Documents, or (iii) entering into an amendment to the extent UMG Agreement pursuant to Section 2.6(a)(iv), provided that the other party form of such amendment shall otherwise consent (be subject to the Purchaser’s consent, which such consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on delayed), (II) the business granting of Parent options or updating the share structure upon the exercise of options under the Company’s ESOP scheme or as set forth in Schedule 1.1(d), as applicablethe conversion of any outstanding convertible promissory notes or warrant into Shares, or (III) in the ordinary coursecourse of business, as a standalone entity if absent the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case express advance written consent of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the otherPurchaser, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent its Subsidiaries shall permit its subsidiaries or shall agree to do any of the following:(whether conditionally or not):

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

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

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

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for shall, and shall cause its Subsidiaries and the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeGroup Companies to, except (i) as required otherwise contemplated by this Agreement, (ii) in the case required by applicable Law, as set forth on Section 7.01 of the Company as provided Disclosure Letter or consented to in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing by Acquiror (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writingdenied), to carry on (i) conduct and operate its business in the ordinary coursecourse of business consistent with past practice in all material respects (including, for the avoidance of doubt, recent past practice in substantially light of COVID-19 Measures; provided that, any action taken, or omitted to be taken, that is reasonably necessary or advisable that relates to, or arises out of, COVID-19 Measures shall be deemed to be in the same manner as heretofore conducted and in compliance with all applicable laws and regulationsordinary course of business), to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees suppliers and others with which whom the Company, it Subsidiaries or the Group Companies, as applicable, has a business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or relationship and (iii) use commercially reasonable efforts to restructure any existing material Contracts or other arrangements of the Company, its Subsidiaries or the Group Companies, as applicable, if such restructuring is required due to California Senate Bxxx 642 or similar legislation, if such legislation is adopted by the California state legislature. Without limiting the generality of the foregoing, except as required by Law, as contemplated by this Agreement, without as set forth on Section 7.01 of the prior written consent Company Disclosure Letter or as consented to in writing by Acquiror (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companydenied unless otherwise specified below), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries and the followingGroup Companies not to, during the Interim Period:

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

Conduct of Business. During the period from (a) After the date of this Agreement and continuing until the earlier of the termination of Effective Time or until this Agreement pursuant to its terms or the Effective Timeis terminated as herein provided, the Company (which for the purposes of this Article IV shall include the Company and each of RYFL and its subsidiariesSubsidiaries shall: (1) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently, substantially in the manner as is presently being conducted, and in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and course of business; (2) use its commercially reasonable efforts consistent with past practices and policies to preserve its business organization intact its present business organizationin all material respects, keep available the services of its the present officers and employees employees, and preserve its present relationships with customerscustomers and Persons having business dealings with it; (3) use reasonable best efforts to maintain all of the properties and assets that it owns or utilizes in the operation of its business as currently conducted in good operating condition and repair, suppliersreasonable wear and tear excepted; (4) maintain its books, distributorsrecords, licensorsand accounts in the usual, licensees regular, and others ordinary manner, on a basis consistent with prior years and in compliance in all material respects with all statutes, laws, rules, and regulations applicable to them and to the conduct of its business; and (5) not knowingly do or fail to do anything which will cause a material breach of, or default in, any material contract, agreement, commitment, obligation, understanding, arrangement, lease, or license to which it has business dealingsis a party or by which it is or may be subject or bound. In additionFrom the date hereof until the Effective Time or until this Agreement is terminated as herein provided, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, expressly contemplated or (iii) as required permitted by this Agreement, without the prior written consent (including consent delivered by email) of FNWD which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard (which prior written consent shall be deemed to actions that would be reasonably necessary carry have been given if FNWD has not objected to a proposed action by RYFL on the or before three business of Parent or Companydays after written notice thereof has been given by RYFL and received by FNWD, as applicablewhich notice shall contain sufficient information, in FNWD’s reasonable discretion, regarding the ordinary coursematter for which RYFL is seeking consent), as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingRYFL will not, and neither the Company nor Parent shall permit will cause its subsidiaries Subsidiaries to do any of the followingnot:

Conduct of Business. During the period from (a) From the date of this Agreement and continuing until through the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, the Company (which for shall, and shall cause its Subsidiaries to, and the purposes of this Article IV Sellers shall include cause the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeto, except (i) as required by this Agreementwould constitute a violation of applicable Law, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesset forth on Schedule 6.1(a), or (iii) as expressly permitted by this Agreement or as consented to the extent that the other party shall otherwise consent by Buyer in writing (which consent shall not be unreasonably conditioned, withheld, or delayed, except in the case of clauses (i), (ii), (vi) or (ix)(A) below, which may be granted, conditioned, withheld or delayed with regard in Buyer’s sole discretion), or (iv) for actions taken, or omitted to actions that would be reasonably necessary taken, by the Company pursuant to carry on any COVID-19 Measures or otherwise to protect the business of Parent or Companyin response to COVID-19 (other than any actions specifically prohibited by subsections (i) through (xxiii) below), as applicabledetermined by the Company in its reasonable discretion, use commercially reasonable efforts to (x) operate its business in all material respects in the ordinary course, as a standalone entity if the Merger were not consummated(y) in writingpreserve intact its existence, to carry on its business organization, properties and assets (other than sales of inventory in the ordinary coursecourse of business), in substantially the same manner as heretofore conducted each case, in all material respects and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, (z) keep available the services of its present officers and employees and to preserve its the goodwill and present relationships with all customers, suppliers, resellers, retailers, distributors, licensorsemployees, licensees licensors and others doing business with which it has business dealingsthe Company and its Subsidiaries, in each case, in all material respects. In additionWithout limiting the generality of the foregoing, except (ias would constitute a violation of applicable Law, as set forth on Schedule 6.1(a) or as consented to by Buyer in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent writing (which consent shall not be unreasonably conditioned, withheld, or delayed, except in the case of clauses (i), (ii), (vi) or (ix)(A) below, which may be granted, conditioned, withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companyin Buyer’s sole discretion), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, and the followingSellers shall cause the Company not to, except as expressly permitted by this Agreement:

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

Conduct of Business. During The Company shall, and the FT Stockholders shall cause the Company to, during the period from the date of this Agreement and continuing until the earlier of the Effective Time or the termination of this Agreement pursuant to in accordance with its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeterms, except (i) as expressly set forth in this Agreement or as required by this Agreementapplicable Law or with the prior written consent of Parent, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsOrdinary Course of Business and, to pay its debts and taxes when due subject to good faith disputes over such debts or taxesthe extent consistent therewith, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and the Company shall use its commercially reasonable efforts consistent with past practices and policies to preserve substantially intact the business organization of the Company and its present business organizationSubsidiaries, to keep available the services of its present the current officers and employees of the Company and its Subsidiaries, and to preserve the present relationships of the Company and its relationships Subsidiaries with customers, suppliers, distributors, licensors, licensees and others other Persons having business relationships with which it has business dealingsthe Company and its Subsidiaries. In additionWithout limiting the generality of the foregoing, except between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, (ix) the Company shall and shall cause each of its Subsidiaries to, and the FT Stockholders shall cause the Company and each of its Subsidiaries to, manage its accounts receivable and accounts payable and maintain the ratio of accounts receivable to accounts payable in the case Ordinary Course of the Company Business and (y) except as provided otherwise expressly set forth in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, this Agreement or (iii) as required by this Agreementapplicable Law, the Company shall not and shall not permit any of its Subsidiaries to, and the FT Stockholders shall not permit the Company or any of its Subsidiaries to, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingParent:

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

Conduct of Business. During The Seller, Stockholder, Buyer and MRI shall ------------------- refrain from taking any action which would render any of their respective representations and warranties inaccurate in any material respect as of the period from the date of Closing Date, except for changes therein permitted by this Agreement and continuing until the earlier of the termination of this Agreement or resulting from transactions carried out pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement. Each party shall promptly notify the other of any action, (ii) suit, proceeding or investigation that may be threatened, brought, asserted or commenced of which it becomes aware that would have been required to be disclosed hereunder or listed, in the case of the Company Seller or the Stockholder, on Schedule 2.10 hereto, if such action, suit, proceeding or investigation ------------- had arisen or were in existence on or prior to the date hereof. The Seller and Stockholder shall act diligently and reasonably (a) to preserve the Purchased Assets, (b) to keep available, if so requested by Buyer, the services of the present personnel of the Center, (c) to preserve the goodwill of suppliers and customers of the Center and others having business relations therewith, (d) to comply with all applicable laws, rules and regulations and (e) to prepare and file all tax returns required to be filed. Except as provided otherwise contemplated by this Agreement or consented to in writing by Buyer, the Seller shall conduct the Business and operations of the Center in all material respects only in the ordinary course and substantially as presently operated. Notwithstanding the foregoing, except as otherwise contemplated by this Agreement or consented to in writing by Buyer, Seller shall not, (i) except in the ordinary course of business, sell, lease, transfer or otherwise dispose of (including transfers to any Affiliates of the Seller), or mortgage or pledge, or impose or suffer to be imposed any Lien on, any Purchased Assets, or enter into any arrangement to do any of the foregoing; (ii) increase the compensation payable to any employee except raises in the ordinary course consistent with past practice; (iii) enter into any material service or equipment contract; (iv) incur any material loss of customers (defined as any customers, the revenues from which constituted greater than 5% of the total 1995 or total 1996 revenues of the Seller); or (v) take any action or fail to take any action which would cause any representation made in Article IV Two not to be true and correct on the Closing Date. Until February 29, 1997, Stockholder and the Seller shall not (i) sell, agree or offer to sell, or negotiate for the purpose of selling, to any person other than Buyer any material asset of the Company Schedules and Seller, except in the case of Parent as provided in Article IV ordinary course of the Parent SchedulesSeller's business, or (ii) enter into any joint venture, lease or other agreement or transaction not in the ordinary course of business, or negotiate for the purpose of entering into any such agreement or transaction, or (iii) to take any action which could have the extent that effect of precluding the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case consummation of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:transactions contemplated hereby.

Conduct of Business. (a) During the period from commencing on the date of this Agreement and continuing until ending on the earlier of Closing Date, except as (i) permitted or required by the termination other terms or provisions of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this AgreementTransaction Documents, (ii) described on Schedule F, or (iii) consented to or approved by the Purchaser, each of the Company and NEP will use commercially reasonable efforts to conduct its business in the ordinary course of business, preserve intact its existence and business organization, Permits, goodwill, and present business relationships with all material customers, suppliers, licensors, distributors, and others having significant business relationships with either the Company or NEP (as applicable), to the extent the Company or NEP, as applicable, believes in its sole discretion that such relationships are and continue to be beneficial to either the Company or NEP, as applicable, and their respective businesses; provided, however, that during such period, the Company or NEP, as applicable, shall, as promptly as practicable, provide written notice to the Purchaser regarding any material adverse developments in respect of the foregoing. Prior to the Closing, except as consented to or approved by the Purchaser in writing or as set forth on Schedule F, neither the Company nor NEP will (A) modify, amend, or waive in any material respect any provision of the Initial LLC Agreement (other than adoption of the A&R LLC Agreement at the Closing) or the NEP Partnership Agreement that is, in the case of the Company as provided in Article IV NEP Partnership Agreement, material to (1) the rights of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or CompanyNEP, as applicable, in or (2) the ordinary course, as a standalone entity if rights of the Merger were not consummated) in writing, to carry on its business in the ordinary coursePurchaser, in substantially the same manner its capacity as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case purchaser of the Company as provided Purchased Units, in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreementeach case, without the prior written consent of the Purchaser; or (which B) unless contemplated by this Agreement or the Transaction Documents, and except (1) in connection with the consummation of the Compressor Project APA or the NET Contribution Agreement, (2) for the repayment of Closing Indebtedness, or (3) any other amendment to the Organizational Documents of any Project Company (or parent or Subsidiary thereof) in connection with such repayment of Closing Indebtedness or the consummation of the transactions contemplated hereby (provided that any such amendment referred to in this clause (3) that adversely affects the Company or the Class B Units shall require the prior written consent shall not be unreasonably withheld or delayed with regard to of the Purchaser), take any actions that would be reasonably necessary carry on prohibited by Section 6.03 or Section 6.04 of the business of Parent or Company, as applicableA&R LLC Agreement, in accordance with the ordinary coursestandards of conduct set forth therein, as a standalone entity if the Merger were not consummated) taking of such actions would have been prohibited without the requisite consent of the other, neither Purchaser following the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Closing.

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

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

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

Conduct of Business. During the period from Interim Period, Protected shall, and Protected shall cause the date of Protected Subsidiaries to, except as contemplated or permitted by this Agreement and continuing until or the earlier other Transaction Agreements, set forth on Section 10.01 of the termination of this Agreement pursuant Disclosure Schedules or consented to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent Trebia (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary coursecourse of business (including, for the avoidance of doubt, recent past practice in substantially light of COVID-19; provided that, any action taken, or omitted to be taken that relates to, or arises out of, COVID-19 shall be deemed to be in the same manner ordinary course of business); provided that, any action taken, or omitted to be taken, by Protected or the Protected Subsidiaries, that relates to, or arises out of, any COVID-19 Measures shall be deemed to be in the ordinary course of business of Protected and the Protected Subsidiaries. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent Protected or any of the Protected Subsidiaries from taking or failing to take any action in response to COVID-19 or any COVID-19 Measures, including the establishment of any policy, procedure or protocol, and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and (z) no such actions or failure to take such actions shall serve as heretofore conducted and in compliance with all applicable laws and regulationsa basis for Trebia to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided, that, to pay its debts and taxes when due subject the extent practicable, prior to taking any such actions in response to COVID-19 or any COVID-19 Measures, Protected shall use good faith disputes over efforts to provide written notice to Trebia and consult with Trebia on such debts or taxesactions or, to pay or perform other material obligations when due subject to good faith disputes over such obligationsif not practicable, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available shall provide written notice reasonably promptly thereafter. Without limiting the services generality of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In additionthe foregoing, except (i) in as contemplated or permitted by this Agreement or the case other Transaction Agreements, as set forth on Section 10.01 of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Disclosure Schedules, or (iii) as required by Law, Protected shall not, and Protected shall cause the Protected Subsidiaries not to, during the Interim Period, except as otherwise contemplated by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiariesa) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) Except as required otherwise may be contemplated by this Agreement, (ii) required by any of the documents listed in the case of Schedules hereto or as the Company as provided Purchaser otherwise may consent to in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld or delayed with regard withheld), the Seller shall cause the Business to actions that would be reasonably necessary operated, and the Assets to carry on the business of Parent or Company, as applicablebe used and maintained, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance course consistent with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, past practice and use its commercially all reasonable efforts consistent with past practices and policies practice to (i) preserve intact its present business organizationoperations, organization and goodwill of the Business, (ii) keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company SchedulesBusiness, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) preserve present relationships with persons having business dealing(s) with the Business, (iv) maintain all of the assets and properties of the Business in their current condition, normal wear and tear excepted, (v) maintain insurance in such amounts and of such kinds as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard is comparable to actions that would be reasonably necessary carry in effect on the business date hereof (with insurers of Parent substantially the same or Companybetter financial condition), as applicable(vi) comply with all Laws; (vii) file all foreign, federal, state and local tax returns applicable to the Business or the Assets required to be filed and make timely payment of all applicable Taxes when due, (viii) notify the Purchaser in writing of any action, event, condition or circumstance, or group of actions, events, conditions or circumstances, relating to the Business or the Assets, or to the Seller's knowledge, any other person, that results in, or could reasonably be expected to result in, a Material Adverse Effect, other than changes in general economic conditions or in the ordinary coursebearings business in general, as a standalone entity such notification to be provided to the Purchaser by the Seller promptly after the occurrence of any such action, event, condition or circumstance, or group thereof, and (ix) if related in any way to the Merger were not consummated) Business or the Assets, notify the Purchaser in writing of the othercommencement of any Legal Proceedings by or against the Seller, neither or upon the Company nor Parent shall do Seller's becoming aware of any threat, claim, action, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance that could reasonably be expected to result in a Legal Proceeding, such notification to be provided to the following, and neither Purchaser by the Company nor Parent shall permit its subsidiaries to do any of Seller promptly after such commencement or after the following:Seller's becoming aware thereof.

Conduct of Business. During the period from the date of this ------------------- Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Fractal (which for the purposes of this Article IV 4 shall include the Company Fractal and each of its subsidiaries) and Parent MetaTools (which for the purposes of this Article IV 4 shall include Parent MetaTools and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company Fractal as provided in Article IV 4 of the Company Fractal Schedules and in the case of Parent MetaTools as provided in Article IV 4 of the Parent MetaTools Schedules, or (iiiii) to the extent that the other party of them shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In addition, each of Fractal and MetaTools will promptly notify the other of any material event involving its business or operations. In addition, except (i) as permitted by the terms of this Agreement or the Stock Option Agreements, and except in the case of the Company Fractal as provided in Article IV 4 of the Company Fractal Schedules, (ii) and except in the case of Parent MetaTools as provided in Article IV 4 of the Parent MetaTools Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company Fractal nor Parent MetaTools shall do any of the following, and neither the Company Fractal nor Parent MetaTools shall permit its subsidiaries to do any of the following:

Conduct of Business. During The Servicer will do all things necessary to take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each normal conduct of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreebusiness, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesclause (ii) above, or (iii) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; except that the Servicer may be merged, consolidated or amalgamated with another Person so long as, after giving effect to such transaction, (a) no Unmatured Termination Event, Termination Event, Unmatured Event of Default or Event of Default shall have occurred and be continuing, (b) either (i) the Servicer is the continuing or surviving corporation of such merger, consolidation or amalgamation or (ii) the continuing or surviving corporation of such merger, consolidation or amalgamation, if not the Servicer, (x) shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (y) shall have assumed all obligations of the Servicer under this Agreement pursuant to arrangements reasonably satisfactory to the Administrative Agent and (z) to the extent requested by the Administrative Agent or any Lender, shall have promptly provided to the Administrative Agent or such Lender all documentation and other party shall otherwise consent (which consent shall not information that may be unreasonably withheld required by the Administrative Agent or delayed with regard such Lender in order to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in enable compliance with all applicable laws “know your customer” and anti-money laundering rules and regulations, to pay its debts including information required by the PATRIOT Act and taxes when due subject to good faith disputes over such debts or taxesthe Beneficial Ownership Rule, to pay or perform other material obligations when due subject to good faith disputes over such obligations, (c) the ratings by Xxxxx’x and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case S&P of the Company as provided in Article IV continuing or surviving corporation’s or purchaser’s senior, secured debt shall be at least the higher of (1) Baa3 from Xxxxx’x and BBB- from S&P and (2) the ratings by such rating agencies of the Company SchedulesBorrower’s senior, (ii) secured debt in effect before the case of Parent as provided in Article IV earlier of the Parent Schedulesoccurrence or the public announcement of such event and (d) the Administrative Agent shall have received such certificates, or documents, instruments, agreements and opinions of counsel (iiiwhich shall be addressed to Administrative Agent and all Lenders) as required by this Agreementit shall reasonably request, without including as to the prior written consent (which consent shall not be unreasonably withheld necessity and adequacy of any new UCC financing statements or delayed with regard amendments to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:existing UCC financing statements.

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

Conduct of Business. During (a) From the period from Original Agreement Date through the date Closing Date, the Seller shall cause the Group Companies to conduct business only in the ordinary course, (including the payment of this Agreement accounts payable and continuing until the earlier collection of accounts receivable), consistent with past practices, and shall not enter into any material transactions without the prior written consent of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, delayed) (other than in the ordinary course, as a standalone entity if course of business consistent with past practice or in connection with the Merger were not consummated) transactions contemplated by this Agreement (including the Reorganization and any and all actions taken in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsconnection therewith), and shall use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customersemployees, suppliersclients, distributorssuppliers and other third parties; provided, licensorsthat, licensees and others with which it has business dealings. In additionnotwithstanding anything herein to the contrary, except (i) nothing in this Agreement shall limit or restrict the case ability of the Group Companies to incur any Indebtedness and make any cash dividend or distribution outside the Group Companies provided that the foregoing shall not exceed the Target Company Net Debt unless a purchase price adjustment in respect of such excess amount is made as provided in Article IV of the Company Schedules, (ii) in Closing Date. Without limiting the case of Parent as provided in Article IV generality of the Parent Schedulesforegoing, or (iii) as required from the Original Agreement Date until and including the Closing Date, other than in connection with the transactions contemplated by this AgreementAgreement (including the Reorganization and any and all actions taken in connection therewith), without the other party’s prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary carry delayed), except as set forth on Schedule 6.1, the business of Parent or Company, as applicable, in Seller shall cause the ordinary course, as a standalone entity if the Merger were Group Companies not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingto:

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

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

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeClosing, except (i) as set forth in Section 5.1 of the Target Disclosure Schedule, (ii) to the extent reasonably required by this Agreement, (iiiii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesreasonably required by applicable Law, or (iiiiv) as consented to the extent that the other party shall otherwise consent in writing by Acquiror (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that conditioned if withholding, delaying or conditioning such consent would be reasonably necessary to carry on the business of Parent or Companyunreasonable), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummatedSeller shall cause Target to: (a) in writing, to carry on its business in the usual regular and ordinary course, course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to conducted; (b) pay its debts and taxes Taxes when due subject to good faith disputes over such debts or taxes, to Taxes; (c) pay or perform other material obligations when due subject to good faith disputes over such obligations, due; and (d) use its commercially reasonable efforts consistent with past practices and policies (which shall not be construed as an obligation for the Seller to make any payments to such Persons in this respect) to preserve intact its present business organizationorganizations, keep available the services of its present officers and employees Key Personnel and preserve its relationships with customersCustomers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with which it has business dealingsit. In additionSeller agrees to promptly notify Acquiror of (a) any event that could reasonably be expected to have a Material Adverse Effect; (b) any event that could reasonably be expected to prevent, except (i) in the case materially alter or materially delay, any of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required transactions contemplated by this Agreement, and (c) any change in its capitalization as set forth in Section 3.5. Without limiting the foregoing, except as expressly contemplated by this Agreement or Section 5.1 of the Target Disclosure Schedule, Seller agrees that Target shall not do, cause or permit any of the following, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingAcquiror:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or Article 9 hereof and the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) the Parent, Sub and Parent Company agree (which for the purposes of unless such party is required to take such action pursuant to this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, Agreement or (iii) to the extent that the such other party shall otherwise give its prior consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing), subject to the prohibitions set forth in this Section 5.1 and in Section 5.2, to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance course consistent with all applicable laws and regulationspast practice, to pay its debts Liabilities, Taxes and taxes other obligations consistent with its past practices (and in any event when due subject to good faith disputes over such debts or taxesdue), and, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts the extent consistent with past practices and policies such business, to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensorslicensees, licensees independent contractors and others other Persons having business dealings with which it has business dealingsit, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. In addition, except (i) in the case of the Company Except as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required expressly contemplated by this Agreement, none of the parties shall, without the prior written consent (which consent shall not be unreasonably withheld of such other party, take or delayed with regard agree in writing or otherwise to actions take, any action that would be reasonably necessary carry on the business of Parent or Company, as applicable, result in the ordinary course, as a standalone entity if the Merger were not consummated) occurrence of the other, neither the Company nor Parent shall do any of the followingchanges described in Section 3.10 or Section 4.9 or any other action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect (individually or in the aggregate) or prevent such party from performing or cause it not to perform its agreements and covenants hereunder or cause any condition to any other party's closing obligations in Article 6 not to be satisfied. Without limiting the generality of the foregoing, and neither during the Company nor Parent period from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article 9 hereof, or the Effective Time, the respective party or parties shall not, except as set forth in such party's respective Disclosure Schedule, cause or permit its subsidiaries to do any of the followingfollowing which is not within the scope of the operations of such party's ordinary course of business consistent with past practice, without the prior written consent of the respective other party:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, the Company (which for parties hereto shall take all reasonable steps to cause the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except Closing conditions set forth in Section 8 to be satisfied in a timely manner. Except (i) as to the extent expressly required by this Agreement, or (ii) as consented to in the case of the Company as provided in Article IV of the Company Schedules advance and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that conditioned if withholding, delaying or conditioning such consent would be reasonably necessary to carry on the business of Parent or Companyunreasonable), as applicableby Chyron, in the ordinary coursecase of action by Hego, as a standalone entity if and Hego, in the Merger were not consummatedcase of action by Chyron, each of Hego and Chyron agree, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing: (a) in writing, to carry on its business in the usual regular and ordinary course, course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, conducted; (b) to pay its debts and taxes Taxes when due subject to good faith disputes over such debts or taxes, Taxes; (c) to pay or perform other material obligations when due subject due; and (d) to good faith disputes over such obligations, and use its commercially all reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with which it has it, to the end that its goodwill and ongoing business dealingsshall be unimpaired at the Closing. In additionHego agrees to promptly notify Chyron and Chyron agrees promptly to notify Hego of (a) any event that could reasonably be expected to have a Material Adverse Effect; (b) any event that could reasonably be expected to prevent, except (i) in the case materially alter or materially delay, any of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required transactions contemplated by this Agreement, and (c) any change in its capitalization as set forth in Section 3.5 and Section 5.5, respectively. Without limiting the foregoing, except as expressly contemplated by this Agreement, neither Hego nor Chyron nor any of their respective Subsidiaries shall do, cause or permit any of the following, except as may occur in the ordinary course of business consistent with past practice, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingother party:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except Except as (i) disclosed in Schedule 6.2 or as otherwise expressly permitted or required under or by this Agreement, (ii) in required by the case of Edesa Financing or reasonably necessary to complete the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or Edesa Financing; (iii) consented to by Stellar or Edesa, as the extent that the other party shall otherwise consent case may be, in writing (which consent shall not be unreasonably conditioned, withheld or delayed delayed) or (iv) required by any Law, each of Stellar and Edesa agree, severally and not jointly, from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with regard to actions that would be reasonably necessary to carry on its terms (the business of Parent or Company”Interim Period”), as applicableto, in the ordinary course, as a standalone entity if the Merger were not consummated(x) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts to conduct its respective business in the Ordinary Course of Business in a manner consistent with past practices practice in all material respects, (y) prepare, in the Ordinary Course of Business (except as otherwise required by applicable Law), and policies timely file all material Tax Returns (taking into account all valid extensions) required to preserve intact be filed by it on or before the Closing Date and fully and timely pay all Taxes due and payable in respect of such Tax Returns that are so filed (other than Taxes being contested in good faith through appropriate proceedings) and (z) use its present respective commercially reasonable efforts to preserve, in all material respects, consistent with past practices, its business organizationorganizations and goodwill intact, keep available including the services material assets and properties of its present officers the business and employees and preserve its relationships relations with customers, suppliers, distributors, licensors, licensees and others distributors having material commercial or business dealings with which it has business dealings(it being understood that such efforts will not include any requirement or obligation to pay any consideration not otherwise required to be paid by the terms of an existing Contract or grant any financial accommodation or other benefit not otherwise required to be made by the terms of an existing Contract). In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required contemplated by this Agreement, without the prior written consent (which consent Stellar shall not be unreasonably withheld or delayed with regard to actions not, and shall ensure that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) none of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingStellar Subsidiaries:

Conduct of Business. During (a) From the period date of this Agreement to the Effective Time, except as contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Letter, the Company will, and will cause each Company Subsidiary to, conduct its business in the usual and ordinary course in all material respects; preserve the present material business operations, organizations and goodwill; maintain insurance upon all of the material assets of the Company in such amounts and of such kinds comparable to that in effect on the date of this Agreement; maintain all Permits, including Environmental Permits for currently active operations as well as Environmental Permits for inactive operations, including but not limited to the esters operations, the phthalic anhydride operations or the oxo alcohols operations (provided, that the foregoing will not require the Company to renew Permits for inactive operations that lapse due to the passage of time, other than with respect to the Company’s esters, phthalic anhydride and oxo alcohols operations, nor will any such lapse be (or be deemed to be) a breach of this Agreement and, provided further, that Parent and Sub acknowledge and agree that the continued validity of the Environmental Permits for phthalic anhydride and oxo-alcohols could be subject to challenge by Governmental Entities and no such challenge or threatened challenge will constitute a breach of this Agreement by the Company), maintain capital expenditures in all material respects consistent with past practice, maintain and manage the Pension Plans in all material respects consistent with past practice, maintain its books, accounts and records in the ordinary course of business, on a basis consistent in all material respects with past practice; and maintain a normalized level of working capital consistent with past practices. In addition, and without limiting the generality of the foregoing, from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required contemplated by this Agreement, (ii) Agreement or as set forth in the case Section 5.01 of the Company as provided in Article IV Disclosure Letter, the Company will not, and will not permit any Company Subsidiary to, do any of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, following without the prior written consent of Parent (which consent shall will not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:conditioned):

Conduct of Business. During the period from From the date of hereof until the Closing Date, except as expressly contemplated by this Agreement or as otherwise consented to by the Purchaser in writing, the Seller cause each Company to operate their business only in the ordinary course consistent with past practice in substantially the same manner as presently conducted and continuing shall make all reasonable efforts consistent with past practices to preserve their relationships with customers, suppliers and other business relations; provided, however, that the parties acknowledge and agree that Xxx Xxxxxx shall have sole authority to run the business of the Companies from and after the date hereof until the earlier Closing Date in the ordinary course of business and consistent with past practices and no decisions that can impact the termination balance sheet of this Agreement pursuant to its terms either Company shall be made or instituted without the Effective Time, the Company (which for the purposes express approval of this Article IV Xxx Xxxxxx. The Seller shall include the Company and cause each of its subsidiaries) Affiliates to not take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Section 4.1 not being satisfied. Without limiting the generality of the foregoing, the Seller, under the sole direction of Xxx Xxxxxx in the ordinary course of business and Parent (which for the purposes of this Article IV consistent with past practices, shall include Parent and cause each of its subsidiaries) agreeCompany to, except as otherwise agreed in writing by the Purchaser: (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, their businesses in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, course in substantially the same manner as heretofore conducted conducted; (ii) maintain and keep their assets in compliance as good repair, working order and condition as at present, except for depreciation due to ordinary wear and tear; (iii) keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained; (iv) perform in all material respects all obligations under all contracts, agreements, documents and instruments to which they are a party; (v) comply in all material respects with all applicable laws and requirements of law, rules, regulations, to pay its debts orders, ordinances and taxes when due subject to good faith disputes over such debts directives, whether federal, state, local, foreign or taxesotherwise; (vi) not enter into or amend, to pay modify, terminate or perform waive compliance with any provision of any contract or commitment other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) than in the case ordinary course of the Company business or as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required specifically contemplated by this Agreement; (vii) not take, without the prior written consent (or fail to take, any action which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business result in a breach in any material respect of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do warranties or an inaccuracy in any material respect in any of the following:representations contained in Section 2.1; (viii) not institute, settle or agree to settle any litigation, action or proceeding before any court or tribunal or government authority and not waive or surrender any rights related to the Business; (ix) not enter into any agreement or make any commitment to take any of the type of action prohibited in the foregoing clauses.

Conduct of Business. During Sellers and Buyer shall refrain from taking ------------------- any action which would render any of their respective representations and warranties inaccurate as of the period Closing Date, except for changes therein permitted by this Agreement or resulting from transactions carried out pursuant to this Agreement. Each party shall promptly notify the other of any action, suit, proceeding or investigation that may be threatened, brought, asserted or commenced of which it becomes aware that would have been listed, in the case of Sellers, on Schedule 2.9 hereto or, in the case of Buyer, ------------ on Schedule 3.3 hereof, if such action, suit, proceeding or investigation had ------------ arisen or were in existence on or prior to the date hereof. Sellers shall act diligently and reasonably (a) to preserve the Purchased Assets intact, (b) to keep available, if so requested by Buyer, the services of the present personnel of the Centers and (c) to preserve the goodwill of suppliers and customers of the Centers and others having business relations therewith. Except as otherwise contemplated by this Agreement or consented to in writing by Buyer, Sellers shall conduct the business and continuing until the earlier operations of the termination of Centers in all respects only in the ordinary course and substantially as presently operated. Notwithstanding the foregoing, except as otherwise contemplated by this Agreement pursuant or consented to its in writing by Buyer, Sellers shall not, with respect to the Purchased Assets, sell, lease, transfer (including transfers to any Affiliates of Sellers) or otherwise dispose of (other than in the ordinary course of business consistent with past practice), or mortgage or pledge, or impose or suffer to be imposed any Lien on, any Purchased Assets. In addition, Sellers shall ensure that all liabilities and obligations to vendors, lenders and other creditors are current and not past due in accordance with their customary terms or and the Effective TimeSellers, Stockholder and Executive shall indemnify and hold Buyer harmless against all past due obligations of the Company (which for Centers as of the purposes of this Article IV shall include Closing incurred prior to Closing and not specifically assumed by Buyer as an Assumed Liability. Additionally, pending the Company Closing, and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required otherwise specifically contemplated by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingeach Seller:

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

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

Conduct of Business. During the period from From the date hereof until such time as Parent’s designees shall constitute a majority of this Agreement and continuing until the Board of Directors of the Company or the earlier of the termination of this Agreement pursuant to in accordance with its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeterms, except (ia) as expressly required or expressly contemplated by this Agreement, (iib) in the case set forth on Section 6.1 of the Company Disclosure Letter, (c) as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, required by applicable Law or (iiid) as consented to the extent that the other party shall otherwise consent (in writing by Parent, which consent shall may not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on delayed, the business Company will, and will cause each of Parent or Companyits Subsidiaries to, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated(i) in writing, to carry on conduct its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course consistent with past practices and policies practice, (ii) use its reasonable best efforts to preserve intact its present business organizationorganization and goodwill and relationships with customers, suppliers, licensors, licensees, distributors, Governmental Authorities and other third parties and to keep available the services of its present current officers and employees employees, (iii) use its reasonable best efforts to protect the Company Intellectual Property, and preserve to avoid infringing, violating, or misappropriating any Intellectual Property of any third party, to the end that the Company’s and its relationships Subsidiaries’ goodwill and ongoing business shall not be impaired in any material respect as of the Closing Date and (iv) comply in all material respects with customersall Laws, suppliers, distributors, licensors, licensees order and others with which it has business dealingsGovernmental Permits applicable to them. In additionaddition to and without limiting the generality of the foregoing, from the date hereof until such time as Parent’s designees shall constitute a majority of the Board of Directors of the Company or the earlier termination of this Agreement in accordance with its terms, except (iw) in the case as expressly required or expressly contemplated by this Agreement, (x) set forth on Section 6.1 of the Company as provided in Article IV of the Company SchedulesDisclosure Letter, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iiiy) as required by this Agreementapplicable Law or (z) as consented to in writing by Parent, without the prior written consent (which consent shall may not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:

Conduct of Business. During the period from the date of Except as may be otherwise contemplated by this Agreement and continuing until the earlier or required by any of the termination of this Agreement pursuant to its terms Contracts listed on the Disclosure Schedule or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall Buyer may otherwise consent to in writing (which consent shall not be unreasonably withheld or delayed with regard delayed) from the date hereof and prior to actions that would be reasonably necessary the Closing, Seller shall cause each of MSWC and the Subsidiaries to carry on the (i) operate its business of Parent or Company, as applicable, only in the ordinary coursecourse of business, as a standalone entity if the Merger were not consummated(ii) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable best efforts consistent with past practices and policies to preserve intact its present business organization, (iii) maintain its properties, machinery and equipment in sufficient operating condition and repair to enable it to operate its business in all material respects in the manner in which the business is currently operated, except for maintenance required by reason of fire, flood or other acts of God, (iv) continue all material policies of insurance (or comparable insurance) of, or relating to, it in full force and effect, (v) use its commercially reasonable best efforts to keep available the services of its present officers and employees and agents (as a group), (vi) use its commercially reasonable best efforts to preserve its relationships with customersits material lenders, suppliers, distributorscustomers, licensors, licensors and licensees and others having material business dealings with which it has such that its business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Scheduleswill not be substantially impaired, (iivii) operate its business in accordance with the case of Parent as provided FCC Permits and comply in Article IV of all material respects with all FCC rules and regulations relating thereto, (viii) use its commercially reasonable best efforts to maintain its rights and interest in, and the Parent Schedulesvalidity of, or (iii) as required by this Agreement, without the prior written consent (which consent shall FCC Permits and not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the followingFCC Permits to expire or to be surrendered or voluntarily modified in a manner materially adverse to its operations, and neither (ix) avoid taking any action that would reasonably be expected to cause the Company nor Parent shall permit its subsidiaries FCC or any other Governmental Authority to do institute proceedings for the suspension, revocation or limitation of rights under any of the following:FCC Permits and (x) use its commercially reasonable best efforts to prosecute any pending applications to any Governmental Authority and provide to Buyer copies of all applications, correspondence, pleadings and other documents furnished to or received from the FCC or any other Governmental Authority.

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Metraplex (which for the purposes of this Article IV 4 shall include the Company Metraplex and each of its subsidiaries) and Parent Herley (which for the purposes of this Article IV thxx Xxxicle 4 shall include Parent Herley and each of its subsidiaries) agreexxxxe, except (i) as required by this Agreement, (ii) in the case of the Company Metraplex as provided in Article IV 4 of the Company Metraplex Schedules and in the case of Parent Herley as provided in Article IV 4 of the Parent txx Xxrley Schedules, or (iiiii) to the extent xxxxxx that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsconducted, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In furtherance of the foregoing and subject to applicable law, Metraplex and Herley agree to confer, as promptly xx xxacticable, prior to taking any material actions or making any material management decisions with respect to the conduct of business. In addition, except (i) in the case of the Company Metraplex as provided in Article IV 4 of the Company Schedules, (ii) Metraplex Schedules and in the case of Parent Herley as provided in Article IV of the Parent 4 ox xxx Herley Schedules, or (iii) as required by this Agreement, without the prior written prxxx xritten consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, not to be unreasonably withheld, neither the Company Metraplex nor Parent Herley shall do any of the followingfolloxxxx, and neither the Company Metraplex nor Parent Herley shall permit its subsidiaries to do xx xx any of the following:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) Except as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall Mercer may otherwise consent (to in writing, which consent shall not be unreasonably withheld or delayed with regard withheld, from the date hereof to actions that would be reasonably necessary to carry on and including the business of Parent or CompanyClosing Date, as applicable, CDI shall: (a) conduct the Business only in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course consistent with past practices practice with the purpose of preserving the business organization of the Business intact; (b) maintain satisfactory relationships with, and policies preserve the goodwill of, licensers, suppliers, vendors, lessors, distributors, customers and others having relationships with the Business; (c) use reasonable efforts to preserve intact its present business organization, keep available to Mercer the services of its present officers the Employees; (d) maintain, consistent with past practice, all of the Assets in good repair, order and employees condition, ordinary wear and preserve its relationships with customerstear excepted, suppliersand insurance, distributors, licensors, licensees self-insurance and others with which it has business dealings. In addition, except (i) retention programs applicable to all the Assets used in the case conduct of the Company as provided business in Article IV such amounts and of such kinds comparable to that in effect on the Company Schedules, date hereof; and (iie) maintain the Books and Records in the case of Parent usual, regular and ordinary manner, on a basis consistent with past practice. Notwithstanding the immediately preceding sentence, pending the Closing Date and except as provided may be approved in Article IV of the Parent Scheduleswriting by Mercer, which approval will not be unreasonably withheld, or (iii) as is otherwise expressly, contemplated, permitted or required by this Agreement, without CDI in the prior written consent conduct of the Business will not: (which consent shall not be unreasonably withheld i) transfer, sell, encumber or delayed otherwise convey any of the Assets other than in the ordinary course of business consistent with regard to actions that would be reasonably necessary carry on the business of Parent past practice; (ii) incur any material obligations or Companyliabilities (absolute or contingent), as applicableexcept for obligations herein and except current liabilities incurred, and obligations under contracts entered into, in the ordinary coursecourse of business consistent with past practice; (iii) grant or agree to grant any bonuses to any Employees, as a standalone entity if effect any general increase in the Merger were not consummated) rates of the other, neither the Company nor Parent shall do salaries or compensation of Employees or any of the following, and neither the Company nor Parent shall permit its subsidiaries specific increase to do any of the following:Employee,

Conduct of Business. During Except as may otherwise be authorized, recommended or approved by Manager under the period from O&M Agreement or consented to by Buyer or directed by the date of this Agreement Bankruptcy Court, each Seller Party shall use best efforts (consistent with the financial resources available to it and continuing until taking into account the earlier effect on the Business of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiariesChapter 11 Case) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except to: (i) cause the operations of the Business to be conducted in the same manner and under the same business policies as required by this Agreement, were in effect prior to the Term Sheet Date; (ii) not enter into any transactions or any contracts other than in the ordinary and usual course of business; (iii) not take any action which may materially adversely affect the normal conduct of the Business; (iv) maintain and keep the Acquired Assets in good repair, working order and condition, reasonable wear and tear excepted; (v) keep in full force and effect insurance comparable in the amount and scope of coverage to that now maintained by it; (vi) not enter into any employment agreement with any of the employees of Seller or Sub-Sellers, or grant or pay to any of them any increase in compensation other than in the ordinary course of business in accordance with past practice; (vii) perform in all material respects its obligations under all material contracts and material commitments applicable to the Business; (viii) not amend any material contract or material commitment applicable to the Business; (ix) maintain on a basis consistent with past practices all books and records of such Seller Party relating to the Business conducted by it so as to reflect in all material respects correctly, accurately and completely the affairs, assets, income, revenues, costs and expenses of the Business conducted by it; and (x) maintain and preserve the business organization and material contracts of the Business. Anything in the O&M Agreement to the contrary notwithstanding, no Seller Party shall, except upon the prior written consent of Buyer or, in the case of the Company as provided in Article IV consummation of a sale of assets which was not solicited by Seller, upon the consent of the Company Schedules and Bankruptcy Court, sell, lease, transfer or otherwise dispose of any Acquired Assets, other than sales of inventory in the case ordinary course of Parent business. Seller (or a Sub-Seller, as provided in Article IV appropriate) shall assume for purposes of Section 365 of the Parent SchedulesBankruptcy Code such Accepted Contracts as Buyer directs from time to time, and shall use commercially reasonable efforts to obtain the Bankruptcy Court's approval thereof. Buyer shall use commercially reasonable efforts to give Seller sufficient notice of the Accepted Contracts to be assumed as may be necessary for such assumption to be approved by the Bankruptcy Court on or (iii) about the date of confirmation of the Plan subject to the occurence of the Closing. To the extent that any Accepted Contract is not assumable by Seller (or a Sub-Seller) under Section 365 of the other party Bankruptcy Code, Seller shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizationobtain, keep available prior to the services Closing Date, such consents as may be necessary for the assignment of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except such Accepted Contracts to Buyer (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Sub-Buyer).

Conduct of Business. During the period from (a) The Company agrees that, between the date of this Agreement and continuing until the earlier of the termination of Effective Time and the date, if any, on which this Agreement is terminated pursuant to its terms or the Effective TimeSection 8.1, except as set forth in Section 6.1(a) of the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeDisclosure Letter, except (i) as otherwise explicitly required by this Agreement, as required by applicable Law or a Governmental Entity or as consented to in writing by Parent (such consent, except for clauses (i), (ii), (iii), (v), (vi), (vii), (viii), (ix) , (xiv), (xix), (xxi), (xxii) or (xxiii) below, not to be unreasonably withheld, conditioned or delayed), (w) the Company shall, and shall cause each Company Subsidiary, Magnox Electric Group Pension Trustee Limited and Energy Sales and Trading Limited to, and, in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesMagnox Limited, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companyit is able, as applicablecause Magnox Limited to, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course of business consistent with past practices practice, (x) the Company shall, and policies shall cause each Company Subsidiary to, use its reasonable best efforts to preserve intact its present business organizationorganizations, to preserve its assets and properties in good repair and condition, to keep available the services of its present current officers and employees employees, to pursue any Government Bid to which the Company or any Company Subsidiary is party and preserve its for which an award has not been issued prior to the date of this Agreement, to operate the Zion Station Site pursuant to the Zion Contracts in the ordinary course of business consistent with past practice, and to preserve, in all material respects, the current relationships of the Company and the Company Subsidiaries with customers, suppliers, licensors, licensees, distributors, licensors, licensees and others other Persons with which it the Company or any Company Subsidiary has business dealings. In addition, except (iy) the Company shall cause EnergySolutions EU Limited to comply with the Magnox Parent Body Agreement and (z) without limiting the generality of the foregoing, (1) the Company shall not, and shall not permit any Company Subsidiary to, (2) the Company shall not permit Magnox Electric Group Pension Trustee Limited or Energy Sales and Trading Limited to, and (3) the Company shall use reasonable best efforts to cause (subject to any request, instruction or direction from the NDA) Magnox Limited not to, take any of the following actions (in the case of clauses (2) and (3), each reference below in this Section 6.1(a) to Company Subsidiary shall include the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Magnox Companies):

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

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

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

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

Conduct of Business. During the period from (a) From the date of this Agreement and continuing hereof until the earlier of the termination of this Agreement pursuant to in accordance with its terms and the Closing, except as otherwise provided in this Agreement (including the Pre-Closing Restructuring) or the Effective TimeAncillary Agreements, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesLaw, or (iii) as consented to the extent that the other party shall otherwise consent in writing by Acquiror (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard delayed) the Company shall use commercially reasonable efforts to, and shall cause each Company Entity to actions that would be reasonably necessary to carry on use commercially reasonable efforts to, (w) operate the business of Parent or Company, as applicable, Business in all material respects in the ordinary coursecourse of business consistent with past practice (including, as for the avoidance of doubt, recent past practice in light of the COVID-19 Pandemic), (x) preserve their respective properties, assets, business, operations, organization (including officers and employees), goodwill and relationships with suppliers, customers, agents, lenders, regulators and any other Persons having a standalone entity if material business relationship with any Company Entity, (y) maintain in full force and effect the Merger were not consummated) in writingInsurance Policies, subject to carry on its business variations required in the ordinary coursecourse of business, and (z) comply in substantially the same manner as heretofore conducted and in compliance all material respects with all Laws applicable laws to each of them (the “Ordinary Course Requirements”). Without limiting the foregoing, from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In additionClosing, except (i) in the case of the Company as otherwise provided in Article IV of this Agreement (including the Company SchedulesPre-Closing Restructuring) or the Ancillary Agreements, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent Law or consented to in writing by Acquiror (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companydelayed), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do not, and shall cause each other Company Entity not to, take or permit any of the following, and neither following actions (the Company nor Parent shall permit its subsidiaries to do any of the following:“Specified Actions”):

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

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

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Fractal (which for the purposes of this Article IV 4 shall include the Company Fractal and each of its subsidiaries) and Parent MetaTools (which for the purposes of this Article IV 4 shall include Parent MetaTools and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company Fractal as provided in Article IV 4 of the Company Fractal Schedules and in the case of Parent MetaTools as provided in Article IV 4 of the Parent MetaTools Schedules, or (iiiii) to the extent that the other party of them shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In addition, each of Fractal and MetaTools will promptly notify the other of any material event involving its business or operations. In addition, except (i) as permitted by the terms of this Agreement or the Stock Option Agreements, and except in the case of the Company Fractal as provided in Article IV 4 of the Company Fractal Schedules, (ii) and except in the case of Parent MetaTools as provided in Article IV 4 of the Parent MetaTools Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company Fractal nor Parent MetaTools shall do any of the following, and neither the Company Fractal nor Parent MetaTools shall permit its subsidiaries to do any of the following:: (a) Waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant or director stock plans or authorize cash payments in exchange for any options granted under any of such plans; (b) Grant any severance or termination pay to any officer or employee except payments in amounts consistent with policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the other, or adopt any new severance plan; (c) Transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the Fractal IP Rights or the MetaTools IP Rights, as the case may be, or enter into grants to future patent rights, other than in the ordinary course of business; (d) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock. (e) Repurchase or otherwise acquire, directly or indirectly, any shares of capital stock except pursuant to rights of repurchase of any such shares under any employee, consultant or director stock plan existing on the date hereof. (f) Issue, deliver, sell, authorize or propose the issuance, delivery or sale of, any shares of capital stock or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to 22

Conduct of Business. During the period from From the date of hereof until the Closing Date, except as expressly contemplated by this Agreement or as otherwise consented to by the Purchaser in writing, the Seller Parties shall, and continuing until shall cause the earlier Other Seller Parties to, operate the Business only in the ordinary course of business consistent with past practice in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their relationships with customers, suppliers and other business relations with respect to the Business and the Acquired Assets. The Seller Parties shall, and shall cause the Other Seller Parties to, not take any action that would, or that could reasonably be expected to, result in any of the termination conditions set forth in Section 4.1 not being satisfied. Without limiting the generality of this Agreement pursuant to its terms or the Effective Timeforegoing, the Company (which for Seller Parties shall, and shall cause the purposes of this Article IV shall include Other Seller Parties to, with respect to the Company Business and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeAcquired Assets, except as otherwise agreed in writing by the Purchaser: (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, Business in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, course in substantially the same manner as heretofore conducted conducted; (ii) maintain and keep their assets in compliance as good repair, working order and condition as at present, except for depreciation due to ordinary wear and tear; (iii) keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained; (iv) perform in all material respects all obligations under all contracts, agreements, documents and instruments relating to or affecting the Acquired Assets and the Business; (v) comply in all material respects with all applicable laws and requirements of law, rules, regulations, orders, ordinances and directives, whether federal, state, local, foreign or otherwise; (vi) not enter into or amend, modify, terminate or waive compliance with any provision of any contract or commitment other than in the ordinary course of business or as specifically contemplated by this Agreement; (vii) not take, or fail to pay its debts take, any action which would result in a breach in any material respect of any of the warranties or an inaccuracy in any material respect in any of the representations contained in Section 2.1; (viii) use their reasonable best efforts to maintain and taxes when due preserve their business organization intact and maintain relationships with suppliers without any changes to current arrangements so that they may be preserved in at least as good condition after the Closing Date; (ix) not hypothecate, mortgage, pledge or subject to good faith disputes over such debts any Lien any of the Acquired Assets or taxesgrant any interest in, right to pay or perform other material obligations when due subject any license of, any of the Acquired Assets; (x) not institute, settle or agree to good faith disputes over such obligationssettle any litigation, action or proceeding before any court or tribunal or government authority and use its commercially reasonable efforts consistent with past practices and policies not waive or surrender any rights related to preserve intact its present business organizationthe Business; (xi) directly or indirectly, keep available the services cause or permit any state of its present officers and employees and preserve its relationships with customersaffairs, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except action or omission described in clauses (i) in the case of the Company as provided in Article IV of the Company Schedules, through (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummatedxiv) of the other, neither the Company nor Parent shall do Section 2.1(f); and (xii) not enter into any agreement or make any commitment to take any of the followingtype of action prohibited in the foregoing clauses; and shall promptly notify the Purchaser upon becoming aware of any such state of affairs, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:action or omission.

Conduct of Business. During the period from At all times after the date of this Agreement and continuing until the earlier Closing, each Seller shall use its best efforts to cause the value of the termination of Assets and Business to be preserved. During this Agreement pursuant to its terms or the Effective Timeperiod, the Company (which for the purposes of this Article IV neither Seller shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except without Buyer’s written consent: (i) as required by this Agreementpurchase, sell, convey, lease, acquire, or transfer any of the Assets, except for the Inventory and supplies, or other assets purchased or sold in the usual and ordinary course of business in accordance with past practices, or (ii) enter into any material agreement or transaction with respect to the Business that is not in the usual and ordinary course of business in accordance with past operating practices of Sellers. Each Seller shall, in all material respects and in a timely manner, make all payments due under and otherwise perform all its other obligations under all material Rights of Way, Leases, Assumed Contracts and Permits prior to the Closing Date in accordance with its respective terms and not cancel, amend, modify, abandon, extend or renew any of the same, or permit any of the same to lapse, other than in the ordinary course of business. Notwithstanding the preceding, should a Seller cancel, amend, modify, abandon, extend or renew any Assumed Contract, or permit any of the same to lapse, Sellers shall provide Buyer written notification of such event within three (3) Business Days from the occurrence thereof or prior to the Closing Date, whichever occurs first. Except in the usual and ordinary course of business and consistent with past practices, neither Seller shall take any action (including the entry into any contract, agreement or instrument) the taking of which, or omit to take any action the omission of which, would reasonably be expected to (i) cause an Encumbrance to arise with respect to any of the Assets (other than Permitted Encumbrances), (ii) bind Buyer or the Assets in the case a manner that would reasonably be expected to require capital expenditures in excess of the Company as provided in Article IV of the Company Schedules Twenty Five Thousand and in the case of Parent as provided in Article IV of the Parent SchedulesNo/100 Dollars ($25,000.00), or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case outside of the Company as provided in Article IV normal scope of maintaining and operating the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Assets.

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

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company SPC (which for the purposes of this Article IV 4 shall include the Company SPC and each of its subsidiaries) and Parent Allegro (which for the purposes of this Article IV 4 shall include Parent Allegro and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company SPC as provided in Article IV 4 of the Company SPC Schedules and in the case of Parent Allegro as provided in Article IV 4 of the Parent Allegro Schedules, or (iiiii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsconducted, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In furtherance of the foregoing and subject to applicable law, SPC and Allegro agree to confer, as promptly as practicable, prior to taking any material actions or making any material management decisions with respect to the conduct of business. In addition, except (i) in the case of the Company SPC as provided in Article IV 4 of the Company Schedules, (ii) SPC Schedules and in the case of Parent Allegro as provided in Article IV 4 of the Parent Allegro Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, not to be unreasonably withheld, neither the Company SPC nor Parent Allegro shall do any of the following, and neither the Company SPC nor Parent Allegro shall permit its subsidiaries to do any of the following:: (a) Waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant or director stock plans or authorize cash payments in exchange for any options granted under any of such plans; (b) Enter into any material partnership arrangements, joint development agreements or strategic alliances; (c) Grant any severance or termination pay to any officer or employee except payments in amounts consistent with policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the other, or adopt any new severance plan; (d) Transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the SPC IP Rights or the Allegro IP Rights, as the case may be, or enter into grants to future patent rights, other than in the ordinary course of business; (e) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (f) Repurchase or otherwise acquire, directly or indirectly, any shares of capital stock except pursuant to rights of repurchase of any such shares under any employee, consultant or director stock plan; (g) Issue, deliver, sell, authorize or propose the issuance, delivery or sale of, any shares of capital stock or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire and shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, other than (i) the issuance of shares of SPC Capital Stock or Allegro Common Stock, as the case may be, pursuant to the exercise of stock options therefor outstanding as of the date of this Agreement, (ii) options to purchase shares of SPC Capital Stock or Allegro Common Stock, as the 19 20 case may be, to be granted at fair market value in the ordinary course of business, consistent with past practice and in accordance with existing stock option plans, (iii) shares of SPC Capital Stock or Allegro Common Stock, as the case may be, issuable upon the exercise of the options referred to in clause (ii), (iv) shares of SPC Capital Stock issuable to participants the SPC Employee Stock Purchase Plan consistent with the terms thereof, and (v) shares of Allegro Common Stock pursuant to the terms hereof; (h) Cause, permit or propose any amendments to any charter document or Bylaw (or similar governing instruments of any subsidiaries), except to increase the size of the Board of Directors of Allegro to eleven directors; (i) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership interest, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of SPC or Allegro, as the case may be, or enter into any joint ventures, strategic partnerships or alliances, other than in the ordinary course of business consistent with past practice; (j) Sell, lease, license, encumber or otherwise dispose of any properties or assets which are material, individually or in the aggregate, to the business of SPC or Allegro, as the case may be, except in the ordinary course of business consistent with past practice; (k) Incur any indebtedness for borrowed money (other than ordinary course trade payables or pursuant to existing credit facilities in the ordinary course of business) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire debt securities of SPC or Allegro, as the case may be, or guarantee any debt securities of others; (l) Adopt or amend any employee benefit or stock purchase or option plan, or enter into any employment contract, pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates of its officers or employees other than in the ordinary course of business, consistent with past practice; (m) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business; (n) Make any grant of exclusive rights to any third party; (o) Make any expenditure equal to or exceeding $15,000; or (p) Agree in writing or otherwise to take any of the actions described in Article 4 (a) through (o) above. ARTICLE V ADDITIONAL AGREEMENTS 5.1

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