Common use of Conduct of Business by the Company Pending the Mergers Clause in Contracts

Conduct of Business by the Company Pending the Mergers. (a) The Company agrees that, between the date of this Agreement and the First Effective Time or the earlier termination of this Agreement, except as (1) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (including in connection with entering into various Subscription Agreements and consummating the Private Placements), (2) set forth in Section 6.01(a) of the Company Disclosure Schedule or (3) required by applicable Law or other directive by a Governmental Authority, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably conditioned, withheld or delayed); provided that, if Parent fails to respond to a request from the Company for consent required pursuant to this Section 6.01(a) within five (5) Business Days after receipt of such request, Parent’s approval shall be deemed granted: (i) the Company shall and shall cause the Company Subsidiaries to, conduct their business in the ordinary course of business; and (ii) the Company shall, and shall cause each Company Subsidiary to, use its reasonable efforts to maintain and preserve intact in all material respects the business organization, assets, properties and material business relations of the Company and the Company Subsidiaries and to preserve the current material relationships of the Company and the Company Subsidiaries with customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations (provided, however, that no action by the Company or any of the Company Subsidiaries, as applicable, with respect to matters specifically addressed by any provision of Section 6.01(b) shall be deemed a breach of the foregoing unless such action would constitute a breach of such provision of Section 6.01(b)).

Conduct of Business by the Company Pending the Mergers. (a) The Company covenants and agrees that, between the date of this Agreement and the First earlier of the Effective Time or and the earlier termination of date, if any, on which this AgreementAgreement is terminated pursuant to Section 8.1, except (a) as (1) expressly contemplated may be required by any other provision of this Agreement or any Ancillary Agreement (including in connection with entering into various Subscription Agreements and consummating the Private Placements)Law, (2b) set forth in Section 6.01(a) of the Company Disclosure Schedule or (3) required by applicable Law or other directive by a Governmental Authority, unless Parent shall otherwise consent as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), withheld (c) as may be expressly contemplated or delayed); provided that, if Parent fails to respond to a request from the Company for consent required permitted pursuant to this Agreement or (d) as set forth in Section 6.01(a) within five (5) Business Days after receipt 6.1 of such request, Parent’s approval shall be deemed grantedthe Company Disclosure Letter: (i) the Company shall and shall cause the Company Subsidiaries to, conduct their business in the ordinary course of business; and (iix) the Company shall, and shall cause each Company Subsidiary its Subsidiaries to, use its reasonable best efforts to maintain conduct the business of the Company and preserve intact its Subsidiaries, as applicable, in the ordinary course of business and in a manner consistent with past practice in all material respects the business organization, assets, properties and material business relations of the Company and the Company Subsidiaries and to preserve the current material relationships of the Company and the Company Subsidiaries with customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations (provided, however, provided that (1) no action by the Company or any of the Company Subsidiaries, as applicable, its Subsidiaries with respect to matters specifically addressed by any provision other provisions of this Section 6.01(b) shall 6.1 will be deemed a breach of the foregoing this clause (x), unless such action would constitute a breach of one or more of such other provisions, and (2) the failure by the Company or any of its Subsidiaries to take any action expressly prohibited by clauses (a) through (j) below will not be deemed to be a breach of this clause (x)); and (y) the Company shall not, and shall not permit any of its Subsidiaries to (provided that, notwithstanding anything in this Agreement to the contrary, none of the Company or its Subsidiaries shall be restricted or encumbered from taking any action, or be required to take any action, if such restriction, encumbrance or requirement would, contravene any provision of the Existing Credit Facility or any related loan documents or any provision of the Existing Notes or the Existing Notes Indenture; provided further, that the Company shall reasonably consult with Parent prior to taking any such action if such action would otherwise be prohibited by this Section 6.01(b)).6.1):

Conduct of Business by the Company Pending the Mergers. (a) The Company covenants and agrees that, between the date of this Agreement and the First Effective Time or the earlier termination of this Agreement, except as (1) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (including in connection with entering into various Subscription Agreements and consummating the Private Placements), (2) set forth in Section 6.01(a) of the Company Disclosure Schedule or Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except (3a) as may be required by applicable Law or other directive by a Governmental AuthorityLaw, unless Parent shall otherwise consent (b) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), withheld (c) as may be expressly contemplated or delayed); provided that, if Parent fails to respond to a request from the Company for consent required permitted pursuant to this Agreement or (d) as set forth on Section 6.01(a) within five (5) Business Days after receipt 5.1 of such request, Parent’s approval shall be deemed granted: (i) the Company shall and shall cause the Company Subsidiaries toDisclosure Letter, conduct their business in the ordinary course of business; and (iix) the Company shall, and shall cause each Company Subsidiary Adviser and its Consolidated Subsidiaries to, use its reasonable efforts to maintain and preserve intact in all material respects conduct the business organization, assets, properties and material business relations of the Company and its Consolidated Subsidiaries (other than Mortgage Manager and its Subsidiaries) or Subsidiary Adviser and its Consolidated Subsidiaries, as applicable, in the Company Subsidiaries ordinary course of business and in a manner consistent with past practice and use reasonable best efforts to preserve the current material maintain generally its advantageous business relationships of the Company and the Company Subsidiaries with customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations (provided, however, that no action the failure by the Company or any of the Company Subsidiaries, as applicable, with respect its Consolidated Subsidiaries or Subsidiary Adviser or its Consolidated Subsidiaries to matters specifically addressed take actions expressly prohibited by any provision of Section 6.01(bsubsections 5.1(a) shall through 5.1(t) below will not be deemed a breach of this clause (x)); and (y) the foregoing unless such Company shall not, and shall not permit any of its Consolidated Subsidiaries or Subsidiary Adviser or its Consolidated Subsidiaries to (provided, that notwithstanding anything in this Agreement to the contrary, (A) none of the Company and its Affiliates shall be restricted from taking any action would constitute a breach contemplated by the Mortgage Manager Purchase Agreement and the transactions expressly contemplated thereby (so long as the consummation of such transactions does not result in any material liability for Taxes (other than any liability for alternative minimum taxes) being imposed on the Company or its Consolidated Subsidiaries) and (B) with respect to clauses (f), (i), (j) and (k) below, none of the Company or Subsidiary Adviser, or their respective Consolidated Subsidiaries, and no member of the Subsidiary Adviser Group shall be restricted or encumbered from taking any action, or be required or permitted to take any action, if such restriction, encumbrance, requirement or permission would contravene any provision of Section 6.01(b)).the Existing Credit Facilities identified in clauses (a) and (b) of the definition thereof or any related loan documents):

Conduct of Business by the Company Pending the Mergers. (a) The Company agrees and the Operating Partnership agree that, between the date of this Agreement and the First Company Merger Effective Time or the earlier termination of this AgreementPartnership Merger Effective Time, as applicable, except as (1) expressly set forth in Section 6.01 of the Company Disclosure Letter, as contemplated or required by any other provision of this Agreement or any Ancillary Management Agreement (including in connection with entering into various Subscription Agreements and consummating the Private Placements), (2) set forth in Section 6.01(a) of Document to which the Company Disclosure Schedule or (3) any Company Subsidiary is bound or, as required by applicable Law or other directive by a any Governmental AuthorityEntity of competent jurisdiction, unless Parent shall otherwise consent agree in writing (which consent agreement shall not be unreasonably withheld, delayed or conditioned), withheld or delayed); provided that, if Parent fails to respond to a request from the Company for consent required pursuant Parties will, and will cause each Company Subsidiary to this Section 6.01(a(x) within five (5) Business Days after receipt of such request, Parent’s approval shall be deemed granted: (i) the Company shall and shall cause the Company Subsidiaries to, use commercially reasonable efforts to conduct their business operations in all material respects in the ordinary course of business; , consistent with past practice in all material respects and (iiy) the Company shall, and shall cause each Company Subsidiary to, use its commercially reasonable efforts to maintain and preserve substantially intact in all material respects the business organization, assets, properties and material business relations organization of the Company and Company Subsidiaries, to retain the Company Subsidiaries services of their current officers and key employees, to preserve their assets and properties in good repair and condition and to preserve the goodwill and current material relationships of the Company and the Company Subsidiaries with customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations (providedrelations. Without limiting the foregoing, howeverexcept as set forth in Section 6.01 of the Company Disclosure Letter, that no action as contemplated or required by any other provision of this Agreement or any Management Agreement Document to which the Company or any Company Subsidiary is bound or as required by applicable Law, or by any Governmental Entity of competent jurisdiction, the Company SubsidiariesParties shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Company Merger Effective Time or the Partnership Merger Effective Time, as applicable, with respect to matters specifically addressed by do any provision of Section 6.01(b) shall be deemed a breach of the foregoing unless such action would constitute a breach following without the prior written consent of such provision of Section 6.01(b)).Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business by the Company Pending the Mergers. (a) The Company agrees that, between During the period from the date of this Agreement to the earlier of the Partnership Merger Effective Time and the First Effective Time or the earlier termination of this AgreementAgreement in accordance with Section 7.1 (the "Interim Period"), except as (1a) otherwise expressly contemplated or permitted by any other provision of this Agreement Agreement, (b) as required by Law, (c) required to comply with COVID-19 Measures or otherwise taken (or not taken) by the Company or any Ancillary Agreement of the Company Subsidiaries reasonably and in good faith to respond to COVID-19 Measures, after using commercially reasonable efforts to provide advance notice to and consult with the Parent Entities (including in connection if reasonably practicable) with entering into various Subscription Agreements and consummating the Private Placements)respect thereto, (2d) as set forth in Section 6.01(a) 5.1 of the Company Disclosure Schedule Letter or (3e) required by applicable Law or other directive by a Governmental Authority, unless to the extent that the Parent Entities shall otherwise consent in writing (writing, which consent shall not be unreasonably withheld, delayed or conditioned, withheld or delayed); provided that, if Parent fails to respond to a request from the Company for consent required pursuant to this Section 6.01(a) within five (5) Business Days after receipt of such request, Parent’s approval shall be deemed granted: (i) the Company shall and shall cause the Company Subsidiaries to, conduct their business in the ordinary course of business; and (ii) the Company shall, and shall cause each Company Subsidiary to, in all material respects, use its commercially reasonable efforts to maintain carry on their respective businesses in the ordinary course of business and use its commercially reasonable efforts to preserve intact and maintain in all material respects the its current business organization, assetsgoodwill, properties assets and significant relationships with material suppliers, material tenants, material creditors and material business relations of the Company and the Company Subsidiaries and to preserve the current material relationships of the Company and the Company Subsidiaries with customers, suppliers lessors and other persons Persons with which the Company or any Company Subsidiary of its Subsidiaries has significant material business relations (providedrelations, howeverkeep available the services of its then-current officers and key employees, that no action by and maintain the Company or any status of the Company Subsidiaries, as applicable, with respect to matters specifically addressed by any provision of Section 6.01(b) shall be deemed a breach REIT. Without limiting the generality of the foregoing unless such action would constitute a breach foregoing, during the Interim Period, the Company will not and the Company shall cause each Company Subsidiary not to (except as (v) expressly permitted or expressly contemplated by this Agreement or as expressly contemplated by the transactions contemplated hereby, (w) as required by Law, (x) as set forth in Section 5.1 of such provision of the Company Disclosure Letter, (y) to the extent requested by the Parent Entities pursuant to Section 6.01(b)).5.12 or otherwise or (z) to the extent that the Parent Entities shall otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned):