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

Conduct of Business by the Company. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 (the “Interim Period”), except to the extent required by Law, as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(c) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. (a) The Company covenants and agrees that, between the date of this Agreement and the Closing or the earlier to occur termination of this Agreement in accordance with Article IX, except as (1) expressly contemplated by any other provision of this Agreement or any other Transaction Document (including the Convertible Financing, the PIPE Financing and the Company Split Adjustment), (2) set forth in Section 6.1 of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 Company Disclosure Schedule or (the “Interim Period”3) required by applicable Law (including COVID-19 Measures), except to the extent required by Law, as may be agreed unless SPAC shall otherwise consent in writing by Parent (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(adelayed): (i) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities Subsidiaries to, (i) use their respective reasonable best efforts to conduct its their business in all material respects in the ordinary course and in a manner consistent with past practice, and of business; and (ii) the Company shall, and shall cause the Company Subsidiaries to, use commercially their respective reasonable best efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside A) preserve substantially intact the business organization of the Company’s or Company and the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, (B) keep available the services of its present the current officers, maintain all Company Insurance Policies, key employees and maintain the status key consultants of the Company as a REITand the Company Subsidiaries and (C) preserve the current relationships of the Company and the Company Subsidiaries with customers, suppliers and each other persons with which the Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiaryand the Company Subsidiaries have significant business relations. (b) The By way of amplification and not limitation, except as (1) expressly contemplated by any other provision of this Agreement or any other Transaction Document (including the Convertible Financing, the PIPE Financing and the Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(fSplit Adjustment), (ii2) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(c) 6.1 of the Company Disclosure LetterSchedule and (3) required by applicable Law, the Company shall not, and shall cause each Company Subsidiary not cause to, between the date of this Agreement and the Closing or permit any other Company Entity tothe earlier termination of this Agreement, directly or indirectly, do any of the following:following without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed): (i) amend or propose to amend otherwise change the Company Charter certificate of incorporation, constitution or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iiiii) declareissue, set apart sell, pledge, dispose of, grant or pay encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (A) any dividend on or make shares of any other distributions (whether in cash, stock, property or otherwise) with respect to shares class of capital stock or other securities of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s such capital stock, or any other ownership interest (including any phantom interest), of the Company Subsidiaries’ capital stock or any Company Subsidiary (other equity intereststhan the issuance of Equity Securities pursuant to the terms of awards existing as of the date of this Agreement) or (B) except in the ordinary course of business or in connection with the disposition of any obsolete assets, any material assets of the Company or any Company Subsidiary; (viiii) acquire declare, set aside, make or agree pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any capital stock of the Company or any Company Subsidiary (other than to the Company or another wholly owned Company Subsidiary); (iv) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any capital stock of the Company or any Company Subsidiary; (v) acquire (including by merger, consolidation or consolidation, acquisition of stock or assetsassets or any other business combination) (A) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division thereof or material amount of assets thereof; (viiB) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent business, any assets for consideration that in the aggregate with past practiceall such other acquisitions of assets exceeds $1,000,000; (viiivi) incur, create, assume, refinance, replace or prepay (A) incur any Indebtedness indebtedness for borrowed money or in excess of $500,000 in the aggregate, (B) issue or amend the terms of sell any debt securities or options, warrants, calls or other rights to acquire debt securities of the Company or any of the Company Subsidiaries or Subsidiary, (C) assume, guarantee or endorse, or otherwise become responsible (whether directlyfor, contingently the indebtedness or otherwise) for the Indebtedness other obligations of any other Person person, or (other than a wholly owned Company Subsidiary)D) intentionally grant any security interest in any of its assets, in each case, except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business and consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letterpractice; (ixvii) make any loans, advances or capital contributions to, or investments in, any other Person person (including to any of its officers, directors, employeesagents, Affiliates, agents employees or consultants), make any material change in its existing borrowing or lending arrangements for or on behalf of such Personspersons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entityany other person, other than (A) by the Company except advances to employees or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability officers of the Company or any Company Subsidiary before Subsidiaries in the same comes due ordinary course of business; (viii) (A) grant any material increase in accordance with its termsthe compensation, incentives or benefits payable or to become payable to any current or former director, officer, employee, contractor or consultant of the Company or any Company Subsidiary, other than in the ordinary course of business consistent for employees with past practice; annualized compensation less than $300,000, (xiiiB) settle enter into any new, or compromise (A) materially amend any legal actionexisting employment, suitretention, investigationbonus, arbitration change in control, consulting agreement or proceedingother Contract with any current or former director, in each case made officer, employee, contractor or pending against consultant of the Company or any Company Subsidiary other than in the ordinary course of business for current employees with annualized compensation less than $300,000, (C) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former director, officer, employee, contractor or consultant of the Company Subsidiaries or any Company Subsidiary, (including relating D) hire or otherwise enter into any employment or consulting agreement or arrangement with any person (unless (I) necessary to Taxes other than property tax appeals replace an employee or disputesconsultant whose employment or engagement has terminated, in which case such new terms of employment or engagement shall be comparable to those of the employee or consultant being replaced, or (II) reasonably necessary to expand the extent exceeding, individually business or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders operations of the Company Common Stock or any Company Subsidiary), or (E) terminate or transfer the employment or engagement of any employee, independent contractor or consultant of the Company or any Company Subsidiary other than in accordance with Section 6.7terminations for cause; (xivix) enter into or become bound by any collective bargaining agreement, collective agreement, or other Contract with a labor union, works council, trade union, or labor organization, or other employee representative applicable to persons employed by the Company or any Company Subsidiary; (x) make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by applicable Law or applicable accounting principles made subsequent to the date hereof, as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, agreed to by its independent accountants; (A) hire make any material Tax election (except in the ordinary course of business) or change or revoke any material Tax election, (B) change any material method of Tax accounting, (C) amend any material Tax Return, or (D) settle or compromise any material Tax Claim; (xii) grant any severance or termination pay to, any director or officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer Company Subsidiary; (with a title of vice president or higherxiii) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or and/or terminate any employmentPlan except as permitted by this Agreement, bonusas is necessary in order to consummate the Transactions, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, health and welfare Plan renewals in the ordinary course of business; (Dxiv) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary than in the ordinary course of business and consistent (A) materially amend, modify or consent to the termination (excluding any expiration in accordance with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion its terms) of any non-officer employeesMaterial Contract, consistent with past practicein a manner that is adverse to the Company or any Company Subsidiary or (B) enter into any Contract that would have been a Material Contract had it been entered into prior to the date of this Agreement; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change alterations or improvements to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (the Owned Real Property or any interpretation thereof) or in applicable Lawthe Leased Real Property, or make materially amend any changeagreements affecting the Owned Real Property or the Leased Real Property, in each case, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SECbusiness; (xvi) abandon or permit any material Registered Company IP to lapse or to be abandoned, or fail to perform or make any applicable filings, recordings or other similar actions or filings with respect to any material Registered Company IP, or fail to pay all required fees and taxes required to maintain and protect its interest in any material Registered Company IP; (xvii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary; (xviii) form any subsidiary or acquire any Equity Securities or other interest in any other entity or enter into a joint venture with any other entity; (xix) make any material capital expenditures (or commitment to make any capital expenditures), other than capital expenditures (or series of related capital expenditures) consistent with the Company’s capital expenditure budget included in Section 6.1 of the Company Disclosure Schedule; (xx) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $100,000 individually or $250,000 in the aggregate; (xxi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 business outside of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except business currently conducted by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability Company Subsidiaries as of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess date of $100,000 individually or $500,000 in the aggregatethis Agreement; (xxii) amend or modify voluntarily fail to use reasonable best efforts to maintain coverage under any insurance policy in form and amount equivalent in all material respects to the compensation terms or any other obligations of insurance coverage currently maintained with respect to the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, and any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement;Subsidiaries and their assets and properties; or (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change agreement or rescind any material election relating to Taxes, (C) change otherwise make a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, binding commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Company Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 (the “Interim Period”), except to the extent required by Law, as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in this Section 6.1(a) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use commercially its reasonable best efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the any Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, Company Employees and Service Providers, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (b) The Company shall (i) use its commercially reasonable best efforts to obtain the opinions opinion of counsel referred to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx PC described in Section 7.2(e7.2(j) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, Xxxxxxxxx PC and DLA Piper (US) an officer’s certificate, certificate dated as of the effective date of the Form S-4 and the Closing Date, respectively, Date and signed by an officer of the CompanyCompany and Merger Partnership, containing representations of the Company and Merger Partnership as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, Xxxxxxxxx PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f7.2(j), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or Section 6.1(c) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity Subsidiary to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) as permitted pursuant to Section 6.12(a), (B) for (1) the declaration payment of dividends or distributions declared prior to the date of this Agreement and payment by (2) regular cash dividends and distributions (declared quarterly in advance, paid monthly, and accrued daily) including and through the Company of regular dividends Closing Date, in accordance with past practice at a rate not to exceed the annual rate of $1.50 0.70 per share of Company Common Stockor unit, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letterapplicable, or (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), transactions between the Company and any of its wholly-owned Company Subsidiary shall be permitted to make distributionsSubsidiaries or solely between wholly-owned Company Subsidiaries (excluding for purposes of this subclause (C), including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the CodeSubsidiaries which are Excluded Asset Companies); (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary, other than the withholding of shares of Company Common Stock to satisfy withholding Tax obligations with respect to awards granted pursuant to the Company Stock Plan; (v) except (A) for issuances by a wholly transactions among the Company and one or more wholly-owned Company Subsidiary to the Company Subsidiaries or another wholly among one or more wholly-owned Company SubsidiarySubsidiaries (excluding for purposes of this Section 6.1(c)(v), (B) in the ordinary course of business consistent with past practiceCompany Subsidiaries which are Excluded Asset Companies), or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) except as otherwise contemplated in Section 6.1(c)(vi) of the Company Disclosure Letter, grant, confer, award, or modify the terms of any Company Restricted Shares, convertible securities, or other rights to acquire, or denominated in, any of the Company’s or any of the Company Subsidiaries’ capital stock; (vii) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 250,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof, except acquisitions by the Company or any wholly-owned Company Subsidiary of or from an existing wholly-owned Company Subsidiary (excluding for purposes of this Section 6.1(c)(vii), Company Subsidiaries which are Excluded Asset Companies); (viiviii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales(A) pursuant to an obligation arising under any agreement referenced in Section 4.16 of the Company Disclosure Letter, transfers or other dispositions of any property or assets at a total value of less than $100,000 (B) in the aggregate case of pledges and encumbrances, in the ordinary course of business consistent with past practicepractice and that would not be material to any Company Property or any assets of the Company or any Company Subsidiary; (viiiix) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (including any Excluded Asset Company, but excluding any other than a wholly wholly-owned Company Subsidiary), except (A) Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including Company’s existing credit facility pursuant to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are Company’s budget set forth in Section 6.1(c)(viii6.1(c)(ix) of the Company Disclosure Letter or (B) as set forth in Section 6.1(c)(ix) of the Company Disclosure Letter; (ixx) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of any such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly wholly-owned Company Subsidiary to the Company or a wholly wholly-owned Company SubsidiarySubsidiary (excluding for purposes of this Section 6.1(c)(x), and Company Subsidiaries which are Excluded Asset Companies), (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (iiC) made to a Third Person tenants as set forth in Section 6.1(c)(x) of the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregateCompany Disclosure Letter; (xxi) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), and that will be fully assigned or otherwise transferred in connection with the Excluded Asset Transactions or (B) the entry into any modification new contract or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or renewal of any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that Material Contract where the aggregate payments under any such modification, amendment, waiver new contracts and existing Company Material Contracts do not exceed $250,000 individually or consent does not increase $1,000,000 in the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c)aggregate; (xixii) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property real property that, if existing as of the date hereof, would be a Company Lease), other than the entry into any new lease or renewal of any Company Lease, in each case not involving a ground lease, where the aggregate payments under any such new leases and existing Company Leases do not exceed $250,000 individually or $1,000,000 in the aggregate; (xiixiii) enter into any lease agreements with tenants or renew, modify or extend any Company Lease or Tenant Lease other than Company Leases or Tenant Leases for storage space on Company Property in the ordinary course of business and in no event: (A) for a term greater than six (6) months; (B) at rental rates materially less than the rates then in effect for like storage units; or (C) which allow material rent concessions unless such rent concessions are made in the Company’s ordinary course of business consistent with past practice; (xiv) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiiixv) settle or compromise (A) any legal action, suit, investigation, suit or arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000)Subsidiaries, and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.76.8, in each case, in an amount in excess of $250,000; (xivxvi) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire or terminate any officer Company Employee (with a title of vice president or higherother than termination for cause) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) director of the Company (other than to replace or any officer that departs after the date of this Agreement), in each case without consultation with the Parent BoardCompany Subsidiary, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors its directors, officers, Company Employees or officers not Service Providers, except as may be required by under any plan or arrangement as in effect on the date hereofexisting Company Benefit Plans, (C) pay or agree to pay any pension, retirement allowance or other compensation or benefit not contemplated by any Company Benefit Plan to any director, officer, Company Employee or Service Provider of the Company or any Company Subsidiary, whether past or present, (D) enter into, adopt, amend or terminate any employment, bonus, change in control, severance or retirement contract or other compensation or Company Benefit Plan or any other compensation or employee benefit plan that if entered into or adopted would be a Company Benefit Planbenefits arrangement, (DE) accelerate the vesting or payment of any award compensation or benefits under the any Company Equity Benefit Plan or of any other compensation or benefitsarrangement, or (EF) grant any awards under the Company Equity Plan or any equity-based, bonus, incentive, performance or other compensation plan or arrangementarrangement or Company Benefit Plan or (G) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or Company Benefit Plan, in each case, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary than in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practiceas required by Law; (xvxvii) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31January 1, 20132015, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvixviii) enter into any new line of business; (xviixix) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the MergerLaw; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into or amend any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) settle or compromise any material U.S. federal, state, local or foreign Tax liability, audit, claim or assessment, enter into any material closing agreement related to Taxes, (F) or knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1A) comply with if required by Law or (2B) if necessary (x) to preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxi) take any action that could, or fail to take any action, the failure of which could, reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary’s entity classification for income tax purposes to change; (xxii) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization; (xxiii) permit any material insurance policy to terminate or lapse without replacing such policy with comparable coverage or amend or cancel any material insurance policy; (xxiv) subject initiate or consent to any material zoning reclassification of any real property or any other material change to any approved site plan, special use permit, planned development approval or other land use entitlement affecting any Company Property; (xxv) effect any deed in lieu of foreclosure, or sell, assign, encumber or transfer to a lender any property; (xxvi) form any new funds or joint ventures; (xxvii) except pursuant to the Company’s budget set forth in Section 6.5 and Section 8.16.1(c)(ix) of the Company Disclosure Letter, take make or commit to make any capital expenditures in excess of $250,000 individually or $1,000,000 in the aggregate; (xxviii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the Company Financial Advisor, Citigroup Global Markets Inc. or KeyBanc Capital Markets Inc. in a manner adverse to the Company, any Company Subsidiary or Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxix) take, or agree to commit to take, any action that would reasonably be expected to prevent or materially delay result in any of the consummation of transactions contemplated by this Agreementconditions to the Mergers set forth in Article VII not being satisfied; or (xxvxxx) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; provided that none of the foregoing provisions of this Section 6.1 shall in any way restrict the ability of the Company or any of the Company Subsidiaries to consummate the Excluded Asset Transactions pursuant to the express terms of the Excluded Asset Purchase Agreements. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Company Merger Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. (a) The Company covenants From and agrees that, between after the date of this Agreement hereof and the earlier prior to occur of the Effective Time and or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 7.1 (the “Interim PeriodTermination Date”), and except to the extent required by Law, (i) as may be agreed in writing required by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f)applicable Law, (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated or required by this Agreement or permitted pursuant to this Agreement, or (iv) as set forth in Section 6.1(a) or 6.1(c) 5.1 of the Company Disclosure LetterSchedule, the Company covenants and agrees with Parent that the business of the Company and its Subsidiaries shall be conducted in, and such entities shall not take any action except in, the ordinary course of business, and the Company and its Subsidiaries shall use their reasonable best efforts to (A) keep available the services of current officers, key employees and consultants of the Company and each of its Subsidiaries, (B) preserve the Company’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts and against such risks and losses of the Company and its Subsidiaries as are currently in effect and (D) comply in all material respects with all applicable Laws; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. (b) The Company agrees with Parent, on behalf of itself and its Subsidiaries, that between the date hereof and prior to the earlier of the Effective Time and the Termination Date, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company: (i) shall not, and shall not permit any of its Subsidiaries that is not directly or indirectly wholly owned by the Company to, authorize or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of the Company or its Subsidiaries), except dividends and distributions paid or made on a pro rata basis by Subsidiaries; (ii) except for transactions between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, the Company shall not, and shall not cause or permit any other Company Entity toof its Subsidiaries, do to redeem, repurchase, defease or otherwise cancel any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests indebtedness for borrowed money of the Company or any Company Subsidiary (Subsidiary, other than (x) at stated maturity, (y) any wholly owned required amortization payments and mandatory prepayments (including mandatory prepayments arising from any change of control put rights to which holders of such indebtedness for borrowed money may be entitled), and (z) indebtedness for borrowed money either (A) not in excess of $1 million or (B) arising under the agreements disclosed in Section 5.1(b)(ii) of the Company Subsidiary)Disclosure Schedule, in each case in accordance with the terms of the instrument governing such indebtedness as in effect on the date hereof; (iii) declareshall not, set apart and shall not permit any of its Subsidiaries to, make any acquisition of any other person or pay any dividend on business or make any other distributions (whether in cashcapital expenditures, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person person with a value in excess of $15 million in the aggregate, except (A) in the ordinary course of business, including entering into option contracts to acquire (and purchasing pursuant to the terms of such contracts) (1) finished lots in an amount not to exceed $8 million individually or $150 million in the aggregate or (2) raw land in an amount not to exceed $20 million in the aggregate, (B) as required by or pursuant to existing contracts, including existing contracts for the acquisition of finished lots or realty, or (C) as made in connection with any transaction solely between the Company and a wholly owned Subsidiary of the Company or between wholly owned Subsidiaries of the Company; (iv) shall not, and shall not permit any of its officersSubsidiaries to, directors(A) split, employeescombine, Affiliatesreclassify, agents subdivide or consultants)amend the terms of any of its capital stock or issue or authorize or propose the issuance or authorization of any other securities in respect of, make in lieu of or in substitution for shares of its capital stock, except for any change in its existing borrowing or lending arrangements for or on behalf such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such Persons, transaction or (B) enter into any “keep well” agreement with respect to voting of any of its capital stock or similar agreement to maintain the financial condition any securities convertible or exchangeable for such shares; (v) except as required by existing written agreements or Company Benefit Plans, as otherwise required by applicable Law, or as permitted under Section 5.6(b)(v) and Section 5.6(b)(vi), shall not, and shall not permit any of another entityits Subsidiaries to, other than (A) by increase the compensation or other benefits payable or provided to the Company’s directors, executive officers or other employees, (B) enter into any employment, change of control, severance or retention agreement with any employee of the Company (except (1) for agreements entered into with any newly-hired employees or replacements or as a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiaryresult of promotions, (2) for employment agreements terminable on less than thirty days’ notice without penalty, and (B3) loans or advances (i) required to be made under any of the Company Leasesfor severance agreements entered into with employees who are not executive officers, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent in connection with past practice terminations of employment) or (C) establish, adopt, enter into or amend any plan, policy, program or arrangement for the benefit of any current or former directors, officers or employees or any of their beneficiaries, except (x) as permitted pursuant to clause (B) above, or (y) for entering into or amending collective bargaining agreements in amounts the ordinary course of business; (vi) shall not, and shall not to exceed $250,000 permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP, SEC rule or policy or applicable Law; (vii) except as required by a change in Law, make, change or revoke any material Tax election, file any material amended Tax Return, or settle or compromise any material Tax liability or refund, in each case, if such action could have an adverse effect that, individually and $1,000,000 or in the aggregate, is material to the Company and its Subsidiaries; (xviii) enter intoshall not, renewand shall not permit any of its Subsidiaries to, modifyadopt or propose to adopt any material amendments to its articles of incorporation or by-laws or similar applicable charter documents; (ix) except for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, amend shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge, dispose of, grant, transfer or terminateencumber, or waiveauthorize the issuance, releasesale, compromise pledge, disposition, grant, transfer or assign any rights or claims underencumbrance of, any shares of its capital stock or other ownership interest in the Company Material Contract (or any Contract thatSubsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, if or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest or convertible or exchangeable securities or take any action to cause to be exercisable any otherwise unexercisable option under any existing stock option plan (except as otherwise provided by the terms of this Agreement or the terms of any unexercisable or unexercised options or warrants outstanding on the date hereof, would be a Company Material Contract), other than (A) any termination or renewal issuances of shares of Company Common Stock in accordance with the terms respect of any existing exercise of Company Material Contract that occurs automatically without any action by Stock Options or the Company vesting or any Company Subsidiary (other than notice settlement of renewalRestricted Stock Units outstanding on the date hereof or as may be granted after the date hereof as permitted under this Section 5.1(b), (B) the entry into sale of shares of Company Common Stock pursuant to the exercise of options to purchase Company Common Stock if necessary to effectuate an optionee direction upon exercise or for withholding of Taxes and (C) the grant of equity compensation awards in the ordinary course of business in accordance with the Company’s customary long-term compensation award practices in accordance with Section 5.6(b)(vi); (x) except for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, shall not, and shall not permit any modification of its Subsidiaries to, directly or amendment ofindirectly, purchase, redeem or otherwise acquire any shares of the capital stock of any of them, or waiver any securities convertible into or consent underexchangeable for any such shares or ownership interest, or any mortgage rights, warrants or related agreement options to which acquire or with respect to any such shares, ownership interest or convertible or exchangeable securities; (xi) shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee, prepay or otherwise become liable for any indebtedness for borrowed money (directly, contingently or otherwise), except for (A) any indebtedness for borrowed money among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, (B) indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness for borrowed money, (C) guarantees by the Company of indebtedness for borrowed money of Subsidiaries of the Company or guarantees by the Company’s Subsidiaries of indebtedness for borrowed money of the Company or any Company Subsidiary of the Company, which indebtedness is a party as required or necessitated by incurred in compliance with this Agreement or transactions contemplated by this AgreementSection 5.1(b) and (D) indebtedness incurred in the ordinary course of business pursuant to funding facilities for the Company’s financial services Subsidiaries, provided that nothing contained herein shall prohibit the Company and its Subsidiaries from making guarantees or obtaining letters of credit or surety bonds for the benefit of commercial counterparties in the ordinary course of business; (xii) shall not, and shall not permit any such modificationof its Subsidiaries to, amendmentsell, waiver pledge, lease, license, transfer, guarantee, exchange or consent does not increase the principal amount thereunder swap, mortgage (including securitizations), or otherwise adversely affect dispose of any material portion of its material properties or material assets, including the capital stock of Subsidiaries (it being understood that the foregoing shall not prohibit the sales of land or homes in the ordinary course of business), except (A) for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, any (B) pursuant to existing agreements in effect prior to the execution of this Agreement and that are set forth in Section 5.1(b)(xii) of the Company Subsidiary Disclosure Schedule or Parent, (C) as may be reasonably necessary required by applicable Law or any Governmental Entity in order to comply with permit or facilitate the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) consummation of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practicetransactions contemplated hereby; (xiii) settle or compromise (A) any legal actionshall not, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or and shall not permit any of the Company its Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letterto, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for a complete or authorizing such partial liquidation, dissolution, merger, liquidation or a dissolution, consolidation, restructuring, recapitalization or bankruptcy reorganizationother reorganization of the Company or any of its Subsidiaries (other than the Merger and consolidations, except by a mergers or reorganizations among the Company Subsidiary in connection with any permitted acquisitions in a manner and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries that would not reasonably be expected result in material adverse tax consequences or material loss of tax benefits or loss of any material asset (including Intellectual Property)) or (B) vote in support of, consent to be adverse or approve a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any joint venture or similar entity to which the Company or to prevent or impair the ability any of its Subsidiaries is a party that is not a Subsidiary of the Company to consummate the Merger(other than consolidations, mergers or reorganizations that would not result in material adverse tax consequences or material loss of tax benefits or loss of any material asset (including Intellectual Property)); (xxxiv) form shall not, and shall not permit any new funds of its Subsidiaries to, enter into any Contract that would materially restrict, after the Effective Time, Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) with respect to engaging or joint venturescompeting in any line of business or in any geographic area; (xxixv) make shall not, and shall not permit any of its Subsidiaries to, settle or commit to make compromise any capital expenditures litigation, or release, dismiss or otherwise dispose of any claim, liability, obligation or arbitration, other than settlements or compromises of litigation or releases, dismissals or dispositions of claims, liabilities, obligations or arbitration that involve the payment of monetary damages not in excess of $100,000 15 million individually or $500,000 75 million in the aggregateaggregate (but excluding from such aggregate total any individual claim involving the payment by the Company of an amount less than $1 million) by the Company and do not involve any material injunctive or other non-monetary relief or impose material restrictions on the business or operations of the Company; (xxiixvi) amend or modify the compensation terms or shall not, and shall not permit any of its Subsidiaries to, enter into interest rate swaps and other obligations similar hedging arrangements other than for purposes of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in offsetting a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreementbona fide exposure (including counterparty risk); (xxiiixvii) (A) enter into shall not, and shall not permit any Company Tax Protection Agreementof its Subsidiaries to, (B) makeissue or forgive any loans to directors, change officers, employees, contractors or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Returntheir respective affiliates, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve for any such issuances that would not violate the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;Xxxxxxxx-Xxxxx Act; and (xxivxviii) subject to Section 6.5 shall not, and Section 8.1shall not permit any of its Subsidiaries to, take any action that would reasonably be expected to prevent agree or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement commit to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. (a) The Company covenants and agrees that, between the date of this Agreement and the Closing or the earlier to occur termination of this Agreement, except as (1) contemplated or permitted by any other provision of this Agreement (including entering into any Company Recapitalization Debt Financing) or any Ancillary Agreement, (2) set forth in Section 6.01(a) of the Effective Time Company Disclosure Schedule, and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 (the “Interim Period”), except to the extent 3) required by applicable Law, as may be agreed unless SPAC shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheldconditioned, delayed withheld or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(adelayed): (i) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities Subsidiaries to, (i) conduct its their business in all material respects in the ordinary course and of business in a manner consistent with past practice, and ; and (ii) the Company shall, and shall cause the Company Subsidiaries to, use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside to: preserve substantially intact the business organization of the Company’s or Company and the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present the current officers, maintain all Company Insurance Policies, key employees and maintain the status consultants of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, Company Subsidiaries and signed by an officer of preserve the Company, containing representations material relationships of the Company as shall be reasonably necessary or appropriate to enable Bakerand the Company Subsidiaries with customers, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities ActSuppliers, and on distributors, with which the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificateor any Company Subsidiary has significant business relations; provided, dated as of the Closing Date and signed by an officer of that in no event shall the Company, containing representations ’s and Company Subsidiaries’ compliance with Section 6.01(b) constitute a breach of this Section 6.01(a). Notwithstanding anything to the Company as shall be reasonably necessary contrary contained in this Section 6.01 or appropriate to enable DLA Piper (US) to render the opinion described elsewhere in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees thatthis Agreement, during the Interim Period, except the Company and the Company Subsidiaries may, with the consent of SPAC, incur Indebtedness financing (provided, that such Indebtedness will not be convertible into equity securities of the Company, OpCo, or SPAC after the Closing) to recapitalize the Company and the Company Subsidiaries, and distribute the cash proceeds of such Indebtedness financing to the extent required by LawSellers or redeem, as may be consented to purchase or otherwise acquire equity interests of the Company with the cash proceeds of such indebtedness (such Indebtedness, “Company Recapitalization Debt”), and the incurrence of such Indebtedness (the “Company Recapitalization Debt Financing”) and distribution of such proceeds and redemptions, purchases, or any other acquisitions of equity interests of the Company in writing by Parent (which consent connection therewith shall not be unreasonably withheldresult in any breach or violation of any representation, delayed warranty or conditionedcovenant of the Company or the Sellers in this Agreement. (b) Without limiting the generality of Section 6.01(a), except as may be (i) expressly required contemplated or permitted pursuant to by any other provision of this Agreement (including entering into any Company Recapitalization Debt Financing) or any Ancillary Agreement, or as (ii) set forth in Section 6.1(a) or 6.1(c6.01(b) of the Company Disclosure LetterSchedule or (iii) required by applicable Law, the Company shall not, and shall cause each Company Subsidiary not cause to, between the date of this Agreement and the Closing or permit any other Company Entity tothe earlier termination of this Agreement, do any of the following:following without the prior written consent of SPAC (which consent shall not be unreasonably conditioned, withheld or delayed); (i) amend amend, supplement, restate or propose to amend otherwise change the Organizational Documents of the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) splitissue, combinesell, reclassify pledge or subdivide grant, or authorize the issuance, sale, pledge or grant of, any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s such equity interests, or any other equity-linked ownership interest (including, without limitation, any phantom interest), of the Company or any Company Subsidiary (provided, that, notwithstanding anything herein to the contrary, any issuance, sale, pledge or grant of equity interests of the Company prior to the Closing (whether permitted under this Section 6.01(b)(ii) or consented to by SPAC) shall be conditioned upon the person receiving such equity interests of the Company executing a joinder to this Agreement, in a form reasonably acceptable to SPAC, agreeing to be bound as a Seller hereunder); provided, that this Section 6.01(b)(ii) shall not prohibit any issuances under the Company Equity Incentive Plan; (iii) (A) sell, lease, or otherwise dispose of a material portion of their tangible assets or properties (excluding inventory) other than (x) in the ordinary course of business, (y) disposals of obsolete assets or properties or (z) transactions among the Company and a Company Subsidiary or among Company Subsidiaries’ capital stock , or (B) create, subject to or incur any Lien (other than Permitted Liens) on a material portion of their tangible assets or properties; (iv) form any subsidiary or acquire (whether by merging or consolidating with, purchasing the equity securities in or a substantial portion of the assets of, or by any other manner) any other entity (or division thereof) or enter into a joint venture with any other entity; (v) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its equity interests (other than those of a Company Subsidiary to the Company); (vi) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay incur any Indebtedness for borrowed money or issue or amend the terms of any debt securities or assume, guarantee or otherwise become responsible for, such obligations of any person (other than the Company or a Company Subsidiary) (in each case, other than (w) borrowings under the Existing Line of Credit, (x) a Company Recapitalization Debt Financing, (y) Indebtedness of the Company or any Company Subsidiary in respect of leases or loans of motor vehicles, or (z) borrowings in the ordinary course of business in an amount not to exceed $7,000,000 outstanding at any one time), or make any loans, advances or capital contributions (other than advancement of expenses to managers, officers, employees or independent contractors in the ordinary course of business or pursuant to advancement obligations under its Organizational Documents or indemnification agreements in effect as of the date hereof); (viii) except as required by any existing Employee Benefit Plan, this Agreement or applicable Law, adopt, materially amend and/or terminate any Employee Benefit Plan, including, but not limited to, by (A) granting any increase in cash compensation, incentives or benefits payable, or to become payable to, any current or former director or officer of the Company Subsidiaries or assume, guarantee or endorseany Company Subsidiary whose annual base cash compensation exceeds, or otherwise become responsible (whether directlywould exceed after any increase, contingently or otherwise) for the Indebtedness of any other Person $250,000 (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) annual increases in the ordinary course of business consistent with past practice for general corporate purposes (including or pursuant to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)Company Equity Incentive Plan), (B) in connection with the funding of entering into any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions tonew, or investments inmaterially amending any existing, any other Person (including to any of its officersemployment, directorsretention, employeesbonus, Affiliates, agents or consultants), make any change in its existing borrowing control, severance or lending arrangements for termination agreement with any current or on behalf of such Persons, former director or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability officer of the Company or any Company Subsidiary before whose annual compensation exceeds, or would exceed upon entry into any such agreement, $250,000, (C) accelerating, or committing to accelerate, the same comes due funding, payment, or vesting of any compensation or benefits to any current or former director or officer of the Company or any Company Subsidiary whose annual compensation exceeds $250,000 or (D) (i) establishing, modifying, extending, or entering into any Labor Agreement or (ii) recognizing or certifying any labor union, labor organization, works council, or group of employees as representatives of any employee of the Company or any Company Subsidiary; provided that, for the sake of clarity, the Company or any Company Subsidiary may take the actions described in accordance with its terms(A), (B), and (C) provided that the amounts at issue do not exceed $250,000; (ix) implement any employee layoffs, plant closings, reductions in force, furloughs or temporary layoffs, in each case that could reasonably be expected to trigger WARN; (x) waive or release any material noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement or other restrictive covenant obligation of any current or former employee or other individual service provider; (xi) enter into, renew or amend in any material respect any Interested Party Transaction (or any contractual or other arrangement, that if existing on the date of this Agreement, would have constituted an Interested Party Transaction); (xii) materially amend (other than reasonable amendments in the ordinary course of business consistent or amendments made in connection with past practiceor in preparation for any Transactions) any accounting policies or procedures, other than as required by GAAP; (xiii) settle or compromise (A) amend any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Boardmaterial Tax Return, (B) increase file any income or other material Tax Return in any a manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereofmaterially inconsistent with past practices, (C) enter into, adopt, amend or terminate change any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Planmaterial method of Tax accounting, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to TaxesTaxes (including, for the avoidance of doubt, any election that results in the Company or any Company Subsidiary (Cother than Sunergy Roofing & Construction, Inc.) change being treated as other than a material method of Tax accounting, partnership or a disregarded entity for U.S. federal (Dand applicable state and local) file or amend any material Tax Returnincome tax purposes), (E) enter into settle or compromise any material closing agreement related U.S. federal, state, local or non-U.S. Tax audit, assessment, Tax claim or other controversy relating to Taxes, (F) knowingly surrender any right to claim any material a Tax refund, or (G) give enter into any Tax sharing, allocation, indemnity or similar agreement (other than an agreement, contract or arrangement the primary purpose of which does not relate to Taxes), or (H) make any request for a private letter ruling, administrative relief, change of any waiver method of accounting or other similar request with a statute of limitation Tax authority with respect to any material Tax Returnitem; (xiv) materially amend, materially modify or consent to the termination (excluding any automatic termination in accordance with its terms) of any Material Contract or Lease or waive or consent to the termination (excluding any automatic termination in accordance with its terms) of the Company’s or any Company Subsidiary’s material rights thereunder, in each case, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status ordinary course of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may bebusiness; (xxivxv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment agreement or arrangement that would have been a Material Contract or Lease had it been entered into prior to the date of this Agreement except in the ordinary course of business; (xvi) fail to use commercially reasonable efforts to maintain in full force and effect any Insurance Policies or allow any coverage thereunder to be reduced, except as replaced by a substantially similar insurance policy; (xvii) enter into any material new line of business outside of the business currently conducted by the Company or the Company Subsidiaries as of the date of this Agreement (for avoidance of doubt, this shall not apply to any geographic expansion of existing lines of business); (xviii) disclose any trade secrets or other material proprietary and confidential information of the Company or the Company Subsidiaries (other than pursuant to a written confidentiality and non-disclosure agreement (or under a legally binding duty of confidentiality) entered into in the ordinary course of business or in connection with the Transactions); (xix) intentionally permit any material and useful item of Company-Owned IP to lapse or to be abandoned, invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees required or advisable to maintain and protect its interest in each material item of Company-Owned IP other than, in each case, in the ordinary course of business; (xx) waive, release, assign, settle or compromise any material Action against the Company or a Company Subsidiary, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $100,000 individually or $350,000 in the aggregate, in each case, in excess of any insurance proceeds paid with respect to any such amounts; (xxi) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary; (xxii) make any Change of Control Payment that is not set forth on Section 6.01(b)(xxii) of the Company Disclosure Schedule; (xxiii) make capital expenditures that are in the aggregate greater than $2,000,000, except, in each case, for capital expenditures to repair damage resulting from insured casualty events or capital expenditures required on an emergency basis or for the safety of individuals, assets or the environment; or (xxiv) enter into any binding agreement or otherwise make a binding commitment with respect to any of the foregoing. Nothing herein shall require the Company to obtain consent from SPAC to do any of the foregoing. (d) foregoing if obtaining such consent might reasonably be expected to violate applicable Law. Any action taken, or omitted to be taken, by the Company to the extent that such act or omission is required to comply with any Law, order, directive, pronouncement or guideline issued by a Governmental Authority providing for business closures, “sheltering-in-place” or other restrictions that relates to, or arises out of, COVID-19 or any other pandemic or public health crisis shall in no event be deemed to constitute a breach of this Section 6.01 and any action taken, or omitted to be taken, to the extent reasonably determined by the Company to be necessary and advisable in response to COVID-19, after reasonably consulting with SPAC to the extent reasonably feasible under the circumstances, shall not be deemed to constitute a breach of this Section 6.01. Notwithstanding anything in this Section 6.01 or this Agreement to the contrary contrary, nothing set forth in this Agreement, nothing in this Agreement shall prohibit give SPAC or OpCo, directly or indirectly, the Company from taking any action, at any time right to control or from time to time, that in direct the reasonable judgment operations of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the and Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or Subsidiaries prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwiseClosing.

Conduct of Business by the Company. (a) The Company covenants From and agrees that, between after the date of this Agreement hereof and the earlier prior to occur of the Effective Time and or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 7.1 (the “Interim PeriodTermination Date”), and except to the extent required by Law, (i) as may be agreed in writing required by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f)applicable Law, (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly required or permitted pursuant to by this Agreement, Agreement or (iv) as set forth in Section 6.1(a) or 6.1(c5.1(a) of the Company Disclosure LetterSchedule, the Company covenants and agrees with Parent that (x) the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business consistent with past practices, (y) the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts to preserve intact their present lines of business, maintain their rights and franchises and preserve their relationships with customers and suppliers, and (z) the Company shall, and shall cause its Subsidiaries to, maintain levels of inventory and supplies that are adequate for present needs, are planned to be used, sold or distributed by the Company or its Subsidiaries, as applicable, in the ordinary course of business consistent with past practices, and are in usable and saleable condition in the ordinary course of business consistent with past practices. (b) The Company agrees with Parent, on behalf of itself and its Subsidiaries, that from and after the date hereof and prior to the Effective Time or the Termination Date, if any, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned except with respect to the actions set forth in Sections 5.1(b)(i), (ii)(x), (iii), (iv), (v), (vi), (viii), (x), or (xxiv) (but with respect to (A) clause (xxiv), only as it relates to Sections 5.1(b)(i), (ii)(x), (iii), (iv), (v), (vi), (viii), and (x)) which shall not be so qualified, and (B) clause (viii), only as it relates to actions relating to employees other than those hired to replace an employee whose employment terminates for any reason after the date hereof; provided that such replacement employee is given the same or a similar title and job function as such terminated employee), except as set forth on Section 5.1(b) of the Company Disclosure Schedule or except as may be required by applicable Law, the Company shall not, and shall cause its Subsidiaries not cause or permit any other Company Entity to, do any of the following: (i) amend (A) authorize or propose pay any dividends on or make any distribution with respect to amend the Company Charter its outstanding shares of capital stock (whether in cash, assets, stock or Company Bylaws (or such equivalent organizational or governing documents other securities of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parentits Subsidiaries (other than between wholly-owned Subsidiaries of the Company)), (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or create an Excepted Holder Limit (in substitution for, shares of its capital stock, except upon the exercise of stock options or settlement of stock units that are outstanding as defined of the date hereof in accordance with their present terms, or as required by the terms of any plans, arrangements or Contracts existing on the date of this Agreement between the Company Charter)or any of its Subsidiaries and any director or employee of the Company or any of its Subsidiaries which are set forth on Section 3.9(a) of the Company Disclosure Schedule, or (C) purchase, redeem or otherwise acquire any shares of its capital stock or other securities or any of its Subsidiaries, or any rights, warrants or options to acquire any such shares or other securities; (ii) split, combine, reclassify or subdivide (x) adopt any shares of stock or other equity securities or ownership interests of amendments to the Company Organizational Documents or bylaws or similar applicable charter documents or (y) permit any Company Subsidiary (other than of its Subsidiaries to adopt any wholly owned Company Subsidiary)amendments to its certificate of incorporation or bylaws or similar applicable charter documents; (iii) declareissue, set apart sell, pledge, dispose of or pay any dividend on encumber, or make any other distributions (whether in cashauthorize the issuance, stocksale, property pledge, disposition or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectlyencumbrance of, any shares of its capital stock or other ownership interests or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options (or other equity-based incentive compensation that represent the right) to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities or take any action to cause to be exercisable any otherwise unexercisable option (or accelerate the vesting or distribution of any equity-based incentive compensation) under any existing equity interests compensation plan (except as otherwise provided by the terms of this Agreement or the express terms of any unexercisable or unexercised options, equity based compensation awards or warrants outstanding on the date hereof), other than (A) issuances of shares of Company Common Stock in respect of any exercise of Company Stock Options and settlement of any Company RSUs set forth on Section 3.2(c) of the Company Disclosure Schedule, and (B) the grant of equity compensation awards at times, in amounts, on terms and conditions and otherwise in the ordinary course of business consistent with past practice and in accordance with Section 5.1(b)(iii) of the Company Disclosure Schedule; (iv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or similar corporate transaction or event, or enter into a Company Subsidiaryletter of intent or agreement in principle with respect to any of the foregoing, other than the Merger; (v) incur, assume, guarantee or otherwise become liable for any Indebtedness (directly, contingently or otherwise) except for (A) for issuances by a wholly owned Company Subsidiary Indebtedness incurred in the ordinary course of business consistent with past practices and not to exceed $5,000,000 in the Company or another wholly owned Company Subsidiaryaggregate, (B) guarantees incurred in compliance with this Section 5.1 by the Company of Indebtedness of its Subsidiaries, (C) interest rate swaps on customary commercial terms consistent with past practice and with aggregate liabilities not to exceed $5,000,000, and (D) Indebtedness available to be drawn down under the Company’s existing Contracts for Indebtedness that have been made available to Parent prior to the date of this Agreement; provided that if the Trigger Date shall have occurred, the Company and its Subsidiaries shall be permitted to incur the Indebtedness contemplated by Section 5.20; (vi) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or any equity securities of, or by any other manner, any business or any Person, or otherwise acquire or agree to acquire any assets, except for (A) acquisitions of raw materials, supplies, stores, equipment, machinery and other properties and services for the operation of the Company’s business in the ordinary course of business consistent with past practices, (B) acquisitions of properties and services reasonably related to the business of Consolidated Water Power Company not to exceed $5,000,000 in the aggregate, and (C) capital expenditures made in accordance with the Company’s capital expenditure plan set forth in Section 5.1(b) of the Company Disclosure Schedule; (vii) authorize, incur or enter into any Contract obligating the Company or any of its Subsidiaries to authorize or incur capital expenditures in excess of $1,000,000 individually or $5,000,000 in the aggregate, other than capital expenditures made in accordance with the capital expenditure plan set forth in Section 5.1(b) of the Company Disclosure Schedule; (viii) (A) increase the compensation or other benefits payable or provided to the Company’s and its Subsidiaries directors or officers, or, except in the ordinary course of business consistent with past practice, any of their other employees, (B) enter into any employment, change in control, severance or retention agreement with any director, officer or employee of the Company except for agreements entered into with any newly-hired employees having an annual base salary and incentive compensation opportunity not to exceed $300,000 in the aggregate, (C) as otherwise contemplated in Section 6.1(c)(v) establish, adopt, enter into or amend any Benefit Plan for the benefit of the Company Disclosure Letterany current or former directors, issue, sell, pledge, dispose, encumber officers or grant any shares of the Company’s employees or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assetstheir beneficiaries, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including and as would not result in a material increase in cost to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii))Company, (BD) hire any new employees, unless such hiring is in connection the ordinary course of business consistent with past practice and is with respect to an employee having an annual base salary and incentive compensation opportunity not to exceed $300,000 in the funding aggregate, (E) enter into or amend any collective bargaining agreements, except as otherwise required by applicable Law, or (F) take any action to cause to accelerate the funding, payment, distribution, right to payment or distribution, or vesting of any transaction compensation or benefits, except as permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure LetterAgreement; (ix) enter into or make any loans, loans or advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, agents, Affiliates, agents Principal Stockholders or consultantsconsultants (other than advances in the ordinary course of business consistent with past practices), or make any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons, or ; (x) enter into any new line of business outside of the pulp, paper and packaging manufacturing industries; (xi) (A) make, change or revoke any material Tax election, (B) amend any material Tax Return, (C) adopt or change any material method of Tax accounting or change any annual Tax accounting period, (D) settle or compromise any material Tax proceeding or assessment, (E) enter into any material “keep wellclosing agreement” within the meaning of Code Section 7121 (or any predecessor provision or similar agreement provision of state, local or foreign law) with respect to maintain Taxes, (F) surrender any right to claim a material refund of Taxes, (G) seek any Tax ruling from any taxing authority, or (H) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (xii) change financial condition accounting policies or procedures except as required by GAAP, SEC rule or policy or applicable Law; (xiii) sell, lease, license, transfer, exchange, swap, mortgage (including securitizations), abandon or otherwise dispose of another entityany material portion of its material tangible or intangible non-cash properties or assets (except with respect to Intellectual Property, which shall be governed by Section 5.1(b)(xxii)), including the capital stock of its Subsidiaries, other than with a value that does not exceed $5,000,000 in the aggregate; (xiv) (A) amend, terminate, cancel, assign or waive any rights under, any Company Material Contract or material Lease, in any material respect, in a manner that is adverse to the Company and its Subsidiaries, taken as a whole, or that could prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement, (B) amend any Company Indebtedness Contract in a manner that allows the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant its Subsidiaries to which any Third Party is a lessee or sublessee on any Company Propertyincur additional Indebtedness thereunder, or (iiC) made to a Third Person tenants except in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) practice, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or into any Contract that, that if existing as of on the date hereof, of this Agreement would be a Company Material Contract), other than (A) any termination Contract or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c)material Lease; (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xiixv) waive, release, assign assign, settle, compromise, pay or discharge any material rights Action, other than any such waiver, release, assignment, settlement, compromise, payment or claims discharge (A) that involves solely money damages in an amount not in excess of $1,000,000 individually or make any payment$3,000,000 in the aggregate, direct or indirect, (B) pursuant to the terms of any liability Contract in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof); (xvi) except in the ordinary course of business consistent with past practice, agree or consent to any agreement or modifications of any existing agreements with any Governmental Entity that restricts or otherwise affects the operations of its business, except as required by applicable Laws; (xvii) willfully take any action which would reasonably be expected to cause a Company Material Adverse Effect; (xviii) fail to maintain in full force and effect the material insurance policies covering the Company and its Subsidiaries and their respective material properties, assets and businesses consistent with past practices, so long as such insurance is available at commercially reasonable rates; (xix) delay or any Company Subsidiary before postpone the same comes due in accordance with its termspayment of accounts payable or other liabilities, or accelerate the collection of accounts receivable, other than in the ordinary course of business consistent with past practice; (xiiixx) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, except in each case connection with capital expenditures made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with this Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter5.1, (A) hire any officer (with a title of vice president or higher) of fail to maintain the Company or promote or appoint any Person to Owned Real Property in a position of officer (manner consistent with a title of vice president or higher) of past practices and the Company (other than to replace any officer that departs after Leased Real Property in substantially the same condition as of the date of this Agreement), in each case without consultation with ordinary wear and tear excepted, other than such failures that would not reasonably be expected to be material to the Parent BoardCompany and its Subsidiaries taken as a whole, or (B) increase in any manner the amount, rate demolish or terms of compensation or benefits of remove any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, existing improvements except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make incur or commit permit, authorize or allow the incurrence of any Company Payments to make any capital expenditures the extent such Company Payments are otherwise permitted under this Section 5.1 but are estimated by the Company in excess of its sole discretion acting good faith to exceed $100,000 individually or $500,000 27,000,000 in the aggregate; (xxii) amend sell, lease, assign, convey, abandon, permit to lapse, or modify the compensation terms or otherwise dispose of any Company Intellectual Property, other obligations of the Company contained than nonexclusive licenses granted in the engagement letter ordinary course of business consistent with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreementpast practice; (xxiii) (A) enter into take any Company Tax Protection Agreement, (B) make, change action or rescind any material election relating omit to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent constitute or materially delay result in an “Event of Default”, a “Default” or similar event under any agreement evidencing Indebtedness constituting all or a portion of the consummation of transactions contemplated by this AgreementNewPage Existing Debt or the Debt Financing; or (xxvxxiv) authorize, commit or enter into any contractagree, agreementin writing or otherwise, commitment or arrangement to do take any of the foregoingforegoing actions. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. (a) The Company covenants From and agrees that, between after the date of this Agreement hereof and the earlier prior to occur of the Effective Time and or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 7.1 (the “Interim PeriodTermination Date”), and except to the extent (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated or required by this Agreement or permitted pursuant to this Agreement, or (iv) as set forth in Section 6.1(a) or Section 6.1(c5.1(a) of the Company Disclosure LetterSchedule, the Company shallcovenants and agrees with Parent that the business of the Company and its Subsidiaries shall be conducted, and that such entities shall cause each of the other Company Entities to, (i) conduct its business in all material respects not take any action except in the ordinary course of business, and shall use their commercially reasonable efforts to preserve intact their present lines of business, maintain their rights and franchises and preserve their relationships with customers and suppliers; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. The Company shall (i) promptly notify Parent of any material change in a manner consistent with past practiceits condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Company Material Contract (or communications indicating that the same may be contemplated), and (ii) use commercially reasonable efforts give prompt notice to maintain its material assets Parent of any change, occurrence, effect, condition, fact, event, or circumstance known to the Company that is reasonably likely, individually or taken together with all other changes, occurrences, effects, conditions, facts, events and properties circumstances known to such party, to result in their current condition (normal wear and tear and damage caused a Company Material Adverse Effect; provided, however, that no unintentional failure by casualty or by the Company to provide a required notice under the last sentence of this Section 5.1(a) with respect to any reason outside matter that would not result in a failure of the Company’s or the Company Subsidiaries’ control excepted), preserve intact conditions set forth in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain the status Section 6.3(a) shall result in a failure of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiarycondition set forth in Section 6.3(b). (b) The Company shall (i) use agrees with Parent, on behalf of itself and its commercially reasonable efforts to obtain Subsidiaries, that between the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 hereof and the Closing DateEffective Time, respectively, and signed by an officer without the prior written consent of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, the Company: (i) except in the ordinary course of business or as set forth disclosed in Section 6.1(a) or 6.1(c5.1(b)(i) of the Company Disclosure LetterSchedule, the Company shall not, and shall not cause or permit any other of its Subsidiaries that is not wholly owned by the Company Entity or Subsidiaries of any such Subsidiaries to, do authorize or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of the following: Company or its Subsidiaries), except (iA) amend dividends or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of distributions by any Company Subsidiary) if such amendment would be materially adverse Subsidiaries only to the Company or Parentto any Subsidiary of the Company in the ordinary course of business, (B) dividends or distributions required under the applicable organizational documents of such entity in effect on the date of this Agreement, or create an Excepted Holder Limit (as defined in C) regular quarterly cash dividends with customary record and payment dates on the shares of the Company Charter)Common Stock not in excess of $0.15 per share per quarter; (ii) splitexcept as otherwise permitted by this Agreement, combineshall not, reclassify and shall not permit any of its Subsidiaries to, adopt a plan of complete or subdivide any shares of stock partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other equity securities reorganization, or ownership interests enter into a letter of intent or agreement in principle with respect thereto, other than the Merger and other than any mergers, consolidations, restructurings or reorganizations solely among the Company and its Subsidiaries or among the Company’s Subsidiaries; (iii) except as otherwise permitted by this Agreement or for transactions between the Company and its Subsidiaries or among the Company’s Subsidiaries, shall not, and shall not permit any of its Subsidiaries, to prepay, redeem, repurchase, defease, cancel or otherwise acquire any Indebtedness or guarantees thereof of the Company or any Company Subsidiary (Subsidiary, other than any wholly owned Company Subsidiary); (iii) declare, set apart or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stockstated maturity, (B) the declaration any required amortization payments and payment mandatory prepayments (including mandatory prepayments arising from any change of dividends as set forth control put rights to which holders of such Indebtedness or guarantees thereof may be entitled) and (C) Indebtedness or guarantees thereof disclosed in Section 6.1(c)(iii5.1(b)(iii) of the Company Disclosure LetterSchedule, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, each case in accordance with the requirements terms of the organizational documents of instrument governing such Company Subsidiary; provided, however, that, notwithstanding indebtedness as in effect on the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Codedate hereof; (iv) redeemshall not, repurchase or otherwise acquire, directly or indirectly, and shall not permit any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect Subsidiaries to, make any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness acquisition of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of person or business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) or make any loans, advances or capital contributions to, or investments in, any other Person person with a value in excess of $50.0 million in the aggregate, except (A) as contemplated by the Company’s fiscal 2011 budget and capital expenditure plan, as attached to Section 5.1(b)(iv) of the Company Disclosure Schedule (the “Company 2011 Budget”) (whether or not such acquisition, loan, advance, capital contribution or investment is made during the 2011 fiscal year), (B) as required by contracts disclosed in Section 5.1(b)(iv) of the Company Disclosure Schedule or (C) as made in connection with any transaction solely between the Company and a wholly-owned Subsidiary of the Company or between wholly-owned Subsidiaries of the Company; provided, however, that notwithstanding the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business or make any loans, advances or capital contributions to, or investments in, any other person which would reasonably be expected to prevent, impede or delay the consummation of the Merger by the End Date; (v) except as disclosed in Section 5.1(b)(v) of the Company Disclosure Schedule, shall not, and shall not permit any of its Subsidiaries to, authorize any capital expenditures in excess of $50.0 million in the aggregate, except for (A) expenditures contemplated by the Company 2011 Budget (whether or not such capital expenditure is made during the 2011 fiscal year), (B) expenditures contemplated by the Company’s fiscal 2012 budget and capital expenditures plan, which shall not be greater than the expenditures contemplated by the Company 2011 Budget plus 10%, excluding extraordinary items contained in the Company 2011 Budget, or (C) expenditures made in response to any emergency, whether caused by war, terrorism, weather events, public health events, outages or otherwise; (vi) shall not, and shall not permit any of its Subsidiaries to, split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except for any such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such transaction; (vii) except as disclosed in Section 5.1(b)(vii) of the Company Disclosure Schedule or Company Benefit Plans or as required by applicable Law, shall not, and shall not permit any of its Subsidiaries to, (A) increase the compensation or other benefits payable or provided to the Company’s directors, officers, employees or other service providers, other than customary increases in the ordinary course of business consistent with past practice, (B) enter into or amend any employment, change of control, severance or retention agreement with any director, officer or employee of the Company except (1) for agreements entered into with any newly-hired employees who are not officers or (2) for severance agreements entered into with employees who are not officers in connection with terminations of employment, in each case, in the ordinary course of business consistent with past practice, (C) establish, adopt, enter into, terminate or amend any plan, policy, program or arrangement for the benefit of any current or former directors, officers or employees or any of their beneficiaries, except as permitted pursuant to clause (B) above or in the ordinary course of business consistent with past practice as would not result in a material increase in cost to the Company; provided, however, that the foregoing exception shall not apply to any equity based plan, policy, program or arrangement (or award under any of the foregoing), (D) enter into, terminate or amend any collective bargaining agreements, or (E) make any change in the key management structure of the Company or any of its material Subsidiaries, including the hiring of additional officers or the termination of existing officers; (viii) shall not, and shall not permit any of its Subsidiaries to, enter into or make any loans or advances to any of its officers, directors, employees, Affiliates, agents or consultants), consultants (other than loans or advances (A) in the ordinary course of business or (B) for travel and reasonable business expenses) or make any change in its existing borrowing or lending arrangements for or on behalf of any of such Personspersons, except as required by the terms of any Company Benefit Plan; (ix) except as disclosed in Section 5.1(b)(ix) of the Company Disclosure Schedule, shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP, SEC rule or policy or applicable Law; (x) except as disclosed in Section 5.1(b)(x) of the Company Disclosure Schedule, shall not adopt any amendments to its certificate of incorporation or by-laws or similar applicable charter documents, and shall not permit any of its Subsidiaries to adopt any material amendments to its certificate of incorporation or by-laws or similar applicable charter documents; (xi) except for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge, dispose of or encumber, or enter authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of its capital stock or other ownership interest in the Company or any of its Subsidiaries or any securities convertible into or exchangeable for any “keep well” such shares or similar agreement ownership interest, or any rights, warrants or options to maintain acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities or take any action to cause to be exercisable any otherwise unexercisable option under any existing Company Benefit Plans (except as otherwise provided by the financial condition terms of another entitythis Agreement or the express terms of any unexercisable or unexercised options or warrants outstanding on the date hereof), other than (A) by issuances of shares of Company Common Stock in respect of any exercise of Company Stock Awards and settlement of any Company Equity Awards outstanding on the Company date hereof or a wholly owned Company Subsidiary to as may be granted after the Company or a wholly owned Company Subsidiarydate hereof as permitted under this Section 5.1(b), and (B) loans or advances (i) required to be made under any the sale of the shares of Company Leases, including without limitation any ground lease Common Stock pursuant to which any Third Party is a lessee the exercise of options to purchase Company Common Stock if necessary to effectuate an option direction upon exercise or sublessee on any Company Propertyfor withholding of Taxes, or (iiC) made to a Third Person tenants the grant of equity compensation awards at times, in amounts, on terms and conditions and otherwise in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi5.1(b)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease)Schedule; (xii) waiveexcept for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, releaseshall not, assign and shall not permit any material rights of its Subsidiaries to, directly or claims indirectly, purchase, redeem or make otherwise acquire any payment, direct or indirect, shares of the capital stock of any liability of them or any rights, warrants or options to acquire any such shares; (xiii) shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable for any Indebtedness (directly, contingently or otherwise), except (A) for any Indebtedness incurred in the ordinary course of business, (B) for any Indebtedness among the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries, (C) for any Indebtedness incurred to replace, renew, extend, refinance or refund any existing Indebtedness on substantially the same or more favorable terms to the Company than such existing Indebtedness, (D) for any guarantees by the Company of Indebtedness of Subsidiaries of the Company or guarantees by the Company’s Subsidiaries of Indebtedness of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceedingCompany, individually or which Indebtedness is incurred in the aggregate, $100,000compliance with this Section 5.1(b), and (BE) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth disclosed in Section 6.1(c)(xiv5.1(b)(xiii) of the Company Disclosure LetterSchedule, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.and

Conduct of Business by the Company. (a) The Company covenants From and agrees that, between after the date of this Agreement hereof and the earlier prior to occur of the Effective Time and or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 7.01 (the “Interim Period”"Termination Date"), and except to the extent (i) as may be required by Lawlaw (provided that any party availing itself of such exception must first consult with the other party), (ii) as may be agreed in writing by Parent Newco and the Company, (which consent shall not be unreasonably withheld, delayed or conditioned), iii) as may be expressly required or permitted pursuant to this Agreement, or (iv) as set forth in Section 6.1(a) or Section 6.1(c) 5.01 of the Company Disclosure LetterSchedule, the Company Company: (a) shall, and shall cause each of the other Company Entities its Subsidiaries to, (i) conduct its operations according to their ordinary and usual course of business in all material respects in substantially the ordinary course and in a same manner consistent with past practiceas heretofore conducted; (b) shall use its reasonable best efforts, and (ii) shall cause each of its Subsidiaries to use commercially its reasonable efforts best efforts, to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, organization and goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, current officers and maintain the status of the Company as a REIT, other key employees and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (b) The Company shall (i) use preserve its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date.relationships with those persons having business dealings with it; (c) Without limiting shall confer at such times as Newco may reasonably request to report material operational matters and the foregoing, the Company covenants and agrees that, during the Interim Period, except general status of ongoing operations (to the extent required by LawNewco reasonably requires such information); (d) shall notify Newco of any emergency or other change in the normal course of its or its Subsidiaries' respective businesses or in the operation of its or its Subsidiaries' respective properties and of any complaints, as investigations or hearings (or communications indicating that the same may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(ccontemplated) of the Company Disclosure Letter, the Company any governmental body or authority; (e) shall not, and shall not cause or permit any other Company Entity of its Subsidiaries that is not wholly owned to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart authorize or pay any dividend dividends on or make any other distributions distribution with respect to its outstanding shares of stock; provided however, that the Company may pay regular quarterly cash dividends, in amounts consistent with past practice, to the extent of, but not exceeding, any amounts collected form AmeriServe Food Distribution, Inc. (whether in cash, stock, property or otherwise"AmeriServe") with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment $2.8 million account receivable owed by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions AmeriServe to the Company by any directly or indirectly wholly owned Company Subsidiaryas of January 31, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code2000; (ivf) redeemshall not, repurchase and shall not permit any of its Subsidiaries to, split, combine or otherwise acquire, directly or indirectly, reclassify any shares of its capital stock or issue or authorize or propose the issuance of any other equity interests securities in respect of, in lieu of the Company or a Company Subsidiaryin substitution for, shares of its capital stock; (vg) shall not, and shall not permit any of its Subsidiaries to, except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, enter into or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letteramend any employment, issue, sell, pledge, dispose, encumber severance or grant any shares of the Company’s similar agreements or arrangements with any of the Company Subsidiaries’ capital stock, their respective directors or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interestsexecutive officers; (vih) acquire shall not, and shall not permit any of its Subsidiaries to, authorize, propose or agree announce an intention to acquire (including by merger, consolidation authorize or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumberpropose, or effect a deed in lieu of foreclosure enter into an agreement with respect to, any property merger, consolidation or assetsbusiness combination (other than (A) the Merger and (B) any mergers, except sales, transfers consolidations or other dispositions of any property or assets at a total value of less than $100,000 business combinations with its Subsidiaries entered into in the aggregate ordinary course of business consistent with past practice), any acquisition of assets or securities, any disposition of assets or securities or any release or relinquishment of material contract rights, in each case not in the ordinary course of business consistent with past practice; (viiii) incurshall not propose or adopt any amendments to its corporate charter or by-laws; (j) shall not, createand shall not permit any of its Subsidiaries to, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or authorize the issuance of, or agree to issue or sell any shares of their capital stock of any class (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise); (k) shall not, and shall not permit any of its Subsidiaries to, grant, confer or award any options, warrants, conversion rights or other rights, not existing on the date hereof, to acquire any shares of its capital stock; (l) shall not, and shall not permit any of its Subsidiaries to, purchase or redeem any shares of its stock or any rights, warrants or options to acquire any such shares; (m) shall not, and shall not permit any of its Subsidiaries to, (i) amend in any respect the terms of their respective employee benefit plans, programs or arrangements or any debt securities severance or similar agreements or arrangements in existence on the date hereof, (ii) adopt any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements, (iii) grant to any officer or director of the Company or any of the Company its Subsidiaries or assume, guarantee or endorseany increase in compensation, or otherwise become responsible (whether directly, contingently iv) grant to any officer or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) director of the Company Disclosure Letteror any of its Subsidiaries any increase in severance or termination pay; (ixn) shall not, and shall not permit any of its Subsidiaries to, incur, assume or prepay any indebtedness or any other material liabilities; (o) shall not, and shall not permit any of its Subsidiaries to, (i) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entityperson, other than (A) by it or a Subsidiary of the Company to or in the Company or a wholly any wholly-owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, thereof or (ii) made pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than indebtedness, issuances of debt securities, guarantees, loans, advances, capital contributions, investments, payments, discharges or satisfactions incurred or committed to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregatepractice; (xp) enter intoshall not sell, renewlease, modifylicense, amend mortgage or terminate, otherwise encumber or waive, release, compromise subject to any Lien or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms otherwise dispose of any existing Company Material Contract that occurs automatically without any action by the Company of its properties or any Company Subsidiary assets (other than notice of renewalincluding securitizations), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiiiq) shall not, and shall not permit any of its Subsidiaries to, (i) make any Tax election or settle or compromise any Tax liability or (Aii) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7change its fiscal year; (xivr) except as required by applicable Law or as set forth disclosed in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person Current SEC Reports filed prior to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this AgreementAgreement or in the 1999 Financial Statements (and notes and schedules thereto), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not as required by any plan a governmental body or arrangement as in effect on the date hereofauthority, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material shall not change to its methods of accounting (including, without limitation, make any material write-off or reduction in the carrying value of any assets) in effect at December 31, 2013November 28 1999, except as required by a change changes in GAAP (or any interpretation thereof) or as concurred in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required writing by GAAP or the SEC;its independent auditors; and (xvis) enter into shall not, and shall not permit any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC its Subsidiaries to, agree, in writing or any other Governmental Authorityotherwise, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, of the foregoing actions or take any action which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership make any representation or disregarded entity for U.S. federal income Tax purposes warranty in Article III hereof untrue or incorrect or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary result in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything conditions to the contrary Merger set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwiseArticle VI not being satisfied.

Conduct of Business by the Company. (a) Pending the Closing. The Company covenants and agrees thatthat it shall not, directly or indirectly, between the date of this Agreement and the earlier Time of Delivery, except as specifically contemplated by any other provision of this Agreement or the Transaction Agreement, unless the Purchaser shall otherwise consent in writing: (a) take any action which would (i) be reasonably likely to occur result in the circumstances described in clauses (i) through (xxi) of Section 3.07(a) having a Material Adverse Effect (except that for purposes of this Section 5.01(a), the circumstances that are qualified by "materiality, "material" or "Material Adverse Effect", shall be deemed not to be so qualified) or (ii) materially affect the rights of the Effective Purchaser under the Certificate of Designation, assuming for purposes of this clause (ii) that the Closing had occurred, it being understood that the actions permitted by, and in accordance with, Section 5.01(d) shall not be deemed to materially affect such rights of the Purchaser; (b) take any action to cause the Company's representations and warranties set forth in Article III (except those set forth in Section 3.07, which shall be subject to the provisions of Section 5.01(a) hereof) to be untrue in any material respect; (c) agree to take any of the actions described in Sections 5.01(a) and (b) above; or (d) from the date hereof and prior to the Time and of Delivery (the date"Blackout Period"), if anyissue or sell any equity securities or securities exercisable or convertible into equity securities of the Company or any Company Subsidiary, on which this Agreement is terminated other than (i) issuances of common stock upon the exercise of stock options or warrants outstanding as of the date hereof, issuances of stock options pursuant to Section 8.1 stock option plans and employee benefit schemes existing as of the date hereof (as such plans or schemes may be amended or replaced, provided that such amended or replaced plans and schemes shall have terms similar to and consistent with the “Interim Period”terms of existing plans and schemes) and issuances of common stock upon exercise of such stock options; (ii) issuances of equity securities or any securities convertible into or exchangeable or exercisable for equity securities as consideration for future acquisitions; provided, however, that, in the event of any such issuance described in this clause (ii), except the Company shall notify the Purchaser in writing of such issuance and shall offer to the extent required Purchaser the right to purchase (at the price equal to the value at which such equity securities shall be included in the consideration paid by Lawthe Company in such acquisition) such number of the equity securities being issued as would be necessary for the Purchaser to maintain the level of ownership of the Diluted Shares that the Purchaser shall have immediately prior to consummation of such acquisition (it being understood that the Purchaser's preemptive rights under this proviso will be exercised in a manner and based on a timetable that will not restrict or adversely affect the Company's ability to issue securities in such acquisition in a flexible and cost effective manner); (iii) issuances of common stock on conversion of the convertible notes outstanding as of the date hereof and issuances of common stock or preferred stock on conversion or redemption or in payment of dividends on shares of preferred stock outstanding as of the date hereof or of Series A Preferred Stock or issued as dividends on such preferred stock subsequent to the date hereof, as may be agreed in writing by Parent and (iv) with the consent of the Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned), issuances of equity securities as may be expressly required or permitted pursuant consent payments to this Agreement, or holders of debt securities outstanding as set forth in Section 6.1(a) or Section 6.1(c) of the date hereof issued under any of the Indentures of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted; it being understood that notwithstanding anything to the contrary contained in this Section 5.01(d), preserve intact in all material respects its current business organizationduring the Blackout Period, goodwill, ongoing businesses and relationships with Third Parties, keep available the services Company shall have the right to issue up to an aggregate amount of its present officers, maintain all Company Insurance Policies, and maintain the status $400,000,000 of equity securities of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (b) The Company shall (i) use its commercially reasonable efforts to obtain with the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as consent of the effective date of the Form S-4 and the Closing DatePurchaser, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to it being further understood that the provisions of this Agreement, or as set forth in Section 6.1(a5.01(d) or 6.1(cshall supercede the provisions of Section 5(g) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Purchase Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. Pending the Closing. (a) The Each of MIC and the Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 except (the “Interim Period”), except to the extent required by Law, as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or i) as set forth in Section 6.1(a) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(c) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii6.3(a) of the Company Disclosure Letter, (Cii) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends as may be expressly required by or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions expressly provided for in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire Agreement (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including offers to the extent necessary to pay permitted dividends MGS Employees made pursuant to Section 6.1(c)(iii6.7(a)), (Biii) in connection with the funding of any transaction permitted as required by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (applicable Law or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party bound and which has been made available to Purchaser, (iv) to take such action as required is necessary in the event of an emergency situation to protect life, property or necessitated the environment or comply with public health requirements or (v) with the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed; provided, that the consent of Purchaser shall be deemed to have been given if Purchaser does not object within five (5) Business Days from the date on which request for such consent reasonably describing the subject matter is provided by the Company to Purchaser, so long as all reasonable questions of Purchaser regarding such matter timely delivered to the Company have been answered during such period, based on information held by the Company at such time, to the reasonable satisfaction of Purchaser), during the period commencing on the date hereof and ending at the earlier of (A) the Closing and (B) termination of this Agreement or transactions contemplated by this Agreementpursuant to Section 8.1 (Termination), provided that any such modificationthe Company shall, amendment, waiver or consent does not increase and shall cause the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or ParentSubsidiaries to, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) of and MIC shall cause the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of and the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than Subsidiaries to) conduct their respective operations in the ordinary course of business materially consistent with past practice and use their commercially reasonable efforts to preserve intact their respective business organizations, maintain their assets and properties materially consistent with past practice;, keep available the services of their executive officers and maintain in all material respects goodwill and satisfactory relationships with Persons having business relationships with them. (xiiib) settle or compromise In furtherance and not in limitation of Section 6.3(a), each of MIC and the Company agrees that during the period commencing on the date hereof and ending at the earlier 73 of (x) the Closing and (y) termination of this Agreement pursuant to Section 8.1 (Termination), except (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv6.3(b) of the Company Disclosure Letter, (AB) hire as may be expressly required by or expressly provided for in this Agreement (including offers to MGS Employees made pursuant to Section 6.7(a)), (C) as required by applicable Law or (D) with the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed; provided, that, other than with respect to matters described in Section 6.3(g) (which shall be governed by the terms and conditions set forth therein), the consent of Purchaser shall be deemed to have been given if Purchaser does not object within five (5) Business Days from the date on which request for such consent reasonably describing the subject matter is provided by the Company to Purchaser, so long as all reasonable questions of Purchaser regarding such matter timely delivered to the Company have been answered during such period, based on information held by the Company at such time, to the reasonable satisfaction of Purchaser), the Company shall not, and shall cause the Company Subsidiaries not to, (and MIC shall cause the Company and the Company Subsidiaries not to) effect any officer of the following: (with i) make any change in or amendment to their Constituent Documents; (ii) issue, reissue, deliver, redeliver, pledge, suffer a title Lien, dispose of vice president or higher) sell, or authorize the issuance, reissuance, delivery, redelivery, pledge, existence of a Lien, disposition or sale of, any units, membership interests, partnership interests or capital stock or any other Equity Interests, as applicable, of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company Subsidiaries, or issue, reissue, deliver, redeliver, pledge, suffer a Lien, dispose of or sell, or authorize the issuance, reissuance, delivery, redelivery, pledge, existence of a Lien, disposition or sale of, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any arrangement or Contract with respect to the issuance, reissuance, delivery, redelivery, pledge, existence of a Lien, disposition or sale of, any units, membership interests, partnership interests, capital stock, or any other Equity Interests, as applicable of the Company or any of the Company Subsidiaries; (iii) split, combine, adjust, subdivide, redeem or reclassify, or purchase or otherwise acquire, or make any commitments to do any of the foregoing with respect to, any units, shares of capital stock, membership interests, partnership interests or other than to replace Equity Interests, as applicable, of the Company or any officer that departs after Company Subsidiary; (iv) (A) sell, transfer, lease, sublease, license or otherwise dispose of, or mortgage, any assets, Equity Interests or properties of the date of this Agreement), in each case without consultation with the Parent BoardCompany or any Company Subsidiary, (B) increase in sell, assign, transfer, abandon, license or sublicense, modify, grant rights to, dispose of or terminate, fail to maintain or renew or allow to lapse any manner Intellectual Property (including any rights therein or thereto) material to the amount, rate or terms of compensation or benefits of any business of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit PlanSubsidiaries, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary except for non-exclusive licenses granted in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviiiC) take any action, action (or fail to take any action) that would subject any assets or properties to a Lien (other than a Permitted Lien permitted under each Material Debt Contract), which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of except, in each case, (x) a partnership dispositions of obsolete or disregarded entity for U.S. federal income Tax purposes immaterial assets or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to transfers among the Company or to prevent or impair the ability of and the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 Subsidiaries in the aggregate; (xxii) amend or modify the compensation terms or any other obligations ordinary course of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreementbusiness; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.74

Conduct of Business by the Company. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 10.1 (the “"Interim Period”"), except to the extent required by Law, as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a5.5(a) or Section 6.1(c5.5(b) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use commercially its reasonable best efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ 's control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Partiesthird parties, keep available the services of its present officers, officers and maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiaryinsurance policies. (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this AgreementAgreement or the Investor Rights Agreement or any one or more of the Settlement Agreements (provided that in no event shall the Company incur additional Indebtedness for borrowed money in excess of an aggregate of $11,300,000, which Indebtedness shall include convertible debt), or as set forth in Section 6.1(a) or 6.1(c6.1(b) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter)Bylaws; (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary)Company; (iii) declare, set apart aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests interest in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company SubsidiaryCompany; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ 's capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s 's or any of the Company Subsidiaries’ ' capital stock or other equity interests; provided, however, that the Company may issue shares of Company Common Stock upon the vesting of any RSUs or the exercise of any Company Option or Warrant outstanding as of the date of this Agreement; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate)property, corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof, except acquisitions in the ordinary course of business consistent with past practice; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any (A) pledges and encumbrances on property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice, (B) pledges and encumbrances on property or assets that would not be materially adverse to the assets of the Company; (viii) incur, or create, assume, refinance, replace or prepay any any, Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure LetterPerson; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract Agreement (or any Contract that, if existing as of the date hereof, would be a Company Material ContractAgreement), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract Agreement that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xiix) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiiixi) settle or compromise (A) any legal action, suit, investigation, suit or arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000)Taxes, and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7Stock; (xivxii) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire or terminate any officer (with a title of vice president officer, director or higher) employee of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) director of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent BoardCompany, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors its directors, officers or officers not required by any plan or arrangement as in effect on the date hereofemployees, (C) pay or agree to pay any pension, retirement allowance or other compensation or benefit to any director, officer, employee or consultant of the Company or any Company Subsidiary, whether past or present, (D) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Planbenefits arrangement, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the any Company Equity Plan or any Stock Plan, bonus, incentive, performance or other compensation plan or arrangement, other than, with respect or (G) take any action to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, fund or in connection with any non-officer employee hires other way secure the payment of compensation or the promotion of benefits under any non-officer employeesCompany Stock Plan, consistent with past practicein each case, other than as required by Law; (xvxiii) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 20132016, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvixiv) enter into any new line of business; (xviixv) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authorityexcept as contemplated in this Agreement, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxvxvi) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. (a) The Company covenants and agrees ---------------------------------- that, between from and after the date of this Agreement hereof and the earlier prior to occur of the Effective Time and or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 7.1 (the “Interim Period”"Termination Date"), and except to the extent required by Law, as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed the other parties hereto or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(athe Company: (i) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities its Subsidiaries to, (i) conduct its operations according to their ordinary and usual course of business in all material respects in substantially the ordinary course and in a same manner consistent with past practice, and as heretofore conducted; (ii) shall use commercially its reasonable efforts best efforts, and cause each of its Subsidiaries to maintain use its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted)reasonable best efforts, to preserve intact in all material respects its current business organization, organization and goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, current officers and maintain the status of other key employees and preserve its relationships with those persons having business dealings with the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiaryits Subsidiaries; (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated shall confer at such times as the Parent may reasonably request with one or more representatives of the Closing Date Parent to report material operational matters and signed by an officer the general status of ongoing operations; (iv) shall notify the Parent of any emergency or other change in the normal course of its or its Subsidiaries' respective businesses or in the operation of its or its Subsidiaries' respective properties and of any complaints or hearings (or communications indicating that the same may be contemplated) of any Governmental Entity if such emergency, change, complaint, investigation or hearing would have a Material Adverse Effect on the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date.; (cv) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(c) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity of its Subsidiaries that is not wholly owned to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart authorize or pay any dividend dividends on or make any other distributions (whether in cash, stock, property or otherwise) distribution with respect to its outstanding shares of capital stock stock; (vi) shall not, and shall not permit any of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiaryits Subsidiaries to, except for (A) as otherwise provided in this Agreement, establish, enter into or amend any Plan or increase the declaration and payment by compensation payable or to become payable or the Company of regular dividends in accordance with past practice at a rate not benefits provided to exceed the annual rate of $1.50 per share of Company Common Stockits officers or employees, (B) the declaration and payment of dividends subject to such exceptions as are set forth in Section 6.1(c)(iii5.1(vi) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereofSchedule; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi5.1(vii) of the Company Disclosure LetterSchedule, enter intoshall not, renewand shall not permit any of its Subsidiaries to, modifyauthorize, amend propose or terminateannounce an intention to authorize or propose, or waive, release, compromise or assign any rights or claims underenter into an agreement with respect to, any Company Lease merger, consolidation or business combination (other than the Merger), any acquisition of a material amount of assets or securities, any lease disposition of a material amount of assets or securities, except (x) for Real Property that, if existing as the sale of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of goods and products manufactured by the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than and held for sale in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date for purposes of this Agreement), in each case without consultation with the Parent Board, (BSection 5.1(vii) increase in "material" shall mean any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures amount in excess of $100,000 individually or 1 million) and (y) as provided in the Profit and Capital Plan of 1998 previously provided to the Parent and not in excess of $500,000 150 million in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. (a) The Company covenants and agrees that, between From the date of this Agreement and until the earlier to occur of the Effective Time and the date, if any, on which termination of this Agreement is terminated pursuant to ARTICLE VIII, and except (i) as contemplated by Section 8.1 6.17 of the Company Disclosure Letter in connection with the Separation or the Distribution, (ii) as determined by the “Interim Period”Company, and consented to in writing by Parent, with such consent not to be unreasonably withheld, to be necessary or desirable in order to comply with Section 6.3 hereof, (iii) as contemplated by this Agreement, (iv) as may be required by applicable Law or any Company Benefit Plan or Company Collective Bargaining Agreement, (v) as set forth in Section 6.1 of the Company Disclosure Letter; (vi) with respect to actions or omissions taken in good faith that constitute COVID-19 Measures (provided, that, with respect to actions taken or omitted to be taken in reliance on this clause (vi), except to the extent required by Lawpermitted under applicable Law and practicable under the circumstances, as may be agreed the Company shall use commercially reasonable efforts to consult in writing by good faith with Parent prior to taking such action), or (vii) with the prior written consent of Parent (which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, will not and shall will cause each of the other Company Entities Subsidiary not to, : (a) (i) conduct its business in all material respects and the business of the Company Subsidiaries other than in the ordinary course and in a manner consistent with past practicepractices in any material respect, and (ii) fail to use commercially reasonable efforts to maintain preserve intact its business organizations, goodwill and material assets and properties in their current condition maintain its rights, franchises and existing relations with customers, suppliers, employees, business associates and other Persons with which it has material business dealings (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or including the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses will and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and will cause each Company Subsidiary as to continue in the ordinary course of business consistent with past practice with its remodeling plans and other capital expenditures with respect to SpinCo Assets (including the SpinCo Stores) held prior to the Effective Time by the Company or any Company Subsidiary), or (iii) take any action that adversely affects the ability of any Party to obtain any regulatory approvals for the Transactions; provided, however, that no action or omission by the Company or any Company Subsidiary with respect to matters specifically addressed by any provision of Section 6.1(b) through Section 6.1(s) shall be a Qualified REIT Subsidiary or a Taxable REIT Subsidiarybreach of this Section 6.1(a); (b) The issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any additional equity or any additional Rights other than the issuance of Company shall (i) use its commercially reasonable efforts to obtain Common Stock in respect of the opinions vesting or settlement or of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated Company Equity Awards outstanding as of the effective date hereof or granted on or after the date hereof and not in violation of this Agreement, in each case, in accordance with the terms of the Form S-4 applicable Company Equity Plan and the Closing Date, respectively, and signed by an officer of the Company, containing representations any related award agreements or upon conversion of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated Preferred Stock outstanding as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date.date hereof; (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(c) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide subdivide, directly or indirectly, any shares of stock the Company’s equity interests or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for the Company’s equity interests, or (ii) repurchase, redeem or otherwise acquire, or permit any Company Subsidiary to purchase, redeem or otherwise acquire, any membership, partnership or other equity interests or Rights (including shares of Company Common Stock and Company Preferred Stock), except as required by the terms of the applicable Company Equity Plan as in effect as of the date hereof (or as amended after the date hereof in a manner not in violation of this Agreement) and any related award agreements or to satisfy any Tax withholding obligations of the holder thereof or as required by the terms of its securities outstanding on the date of this Agreement (or ownership interests granted following the date of this Agreement in accordance with this Agreement) or in connection with the exercise or conversion of any Rights held by the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary)as of the date hereof; (iiid) declare(i) sell, set apart lease, sublease, license, sublicense, abandon, waive, relinquish, transfer, pledge, abandon, assign, swap, mortgage or pay otherwise dispose of or subject to any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company Lien all or any Company Subsidiary material portion of its assets, businesses or properties other equity securities or ownership interests in the Company or any Company Subsidiary, except for than (A) the declaration any sales, leases, or dispositions (excluding any sale and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (Bleaseback transaction) in the ordinary course of business consistent with past practice, including the factoring of receivables in the ordinary course of business consistent with past practice or (CB) any distributions expressly permitted under Section 6.1(e); (ii) acquire (including by merger, consolidation, acquisition of stock or assets) or lease any assets or all or any portion of (or interests in) the business or property of any other entity in each case in exchange for the payment or delivery of consideration that in excess of $10,000,000; (iii) merge, consolidate or enter into any other business combination transaction with any Person; or (iv) convert from a limited partnership, limited liability company or corporation, as otherwise the case may be, to any other business entity; (e) other than (w) any dividend or distribution from a wholly owned Company Subsidiary to the Company or to any other wholly owned Company Subsidiary, (x) dividends on the Company Common Stock as contemplated in Section 6.1(c)(v) 6.1 of the Company Disclosure Letter, issue(y) the Pre- Closing Dividend, selland (z) dividends on the Company Preferred Stock pursuant to the Certificate of Designation (including the Pre-Closing Dividend), pledge, dispose, encumber make or grant declare dividends or distributions to (i) the holders of Company Common Stock or any shares Company Subsidiary or (ii) any other equityholders of the Company or any Company Subsidiary; (f) amend the Company’s or any Company Subsidiary’s Organizational Documents as in effect on the date of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity intereststhis Agreement; (vig) acquire or agree to acquire (including by mergerassign, consolidation or acquisition of stock or assets) any real propertyconvey, personal property (other than personal property at a total cost of less than $25,000 in the aggregate)abandon, corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assignencumber, transfer, license, sublicense, covenant not to assert, allow to lapse or expire or otherwise dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assetsrights to any material Company Intellectual Property, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xih) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, (i) enter into any Contract that would, if entered into prior to the date hereof, be a material Contract, unless (i) waive, release, assign, settle or compromise any Proceeding, in each case made or pending by or against the Company or any of the Company Subsidiaries (for the avoidance of doubt, including any compromise or settlement with respect to matters in which any of them is a plaintiff), or any of their officers and directors in their capacities as such, other than the compromise or settlement of Proceedings that: (i) involves the payment by the Company or any of the Company Subsidiaries for an amount (in excess of insurance proceeds and reserves related to such matters) not to exceed, for any such compromise or settlement individually, $10,000,000 or involves no such payment, (ii) does not impose any injunctive relief that is reasonably likely to be material to the Company and the Company Subsidiaries, taken as a whole and (iii) does not contain an admission of liability by the Company or any of its Representatives in their capacities as such; (j) implement or adopt any material change in its GAAP accounting policiesprinciples, unless practices or methods, other than as may be required by GAAP or the SECregulatory accounting requirements applicable to U.S.-publicly owned business organizations generally; (xvik) enter into any new line of businessfail to use commercially reasonable efforts to maintain, with financially responsible insurance companies, insurance in such amounts and against such risks and losses substantially as is maintained by it at present; (xviil) fail to duly and timely file all material reports and other material documents required to be filed except in the ordinary course of business consistent with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations;past practice, (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (Bi) make, change or rescind in any material election respect any elections relating to Taxes, (Cii) change a settle or compromise any material method of Tax accountingProceeding, audit or controversy relating to Taxes, (Diii) file or amend any Tax Return in any material Tax Returnrespect, (Eiv) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.material Tax,

Conduct of Business by the Company. Except (ai) The as set forth in the Company covenants and agrees thatDisclosure Letter; (ii) as expressly permitted, between contemplated or required by this Agreement; (iii) as required in order to not be in violation of any applicable Law; or (iv) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed) from the date of this Agreement and to the earlier to occur of the Effective Time and the date, if any, on which valid termination of this Agreement is terminated pursuant to in accordance with Section 8.1 8.01, (the “Interim Period”), except to the extent required by Law, as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(aA) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each Company Subsidiary to (x) conduct the business of the other Company Entities to, (i) conduct its and each Company Subsidiary in the ordinary course of business consistent with past practice in all material respects (except that during any period of full or partial suspension of operations related to the worsening of the COVID-19 pandemic, the Company and the Company Subsidiaries may, in connection with the ordinary course worsening of the COVID-19 pandemic, take such actions as are reasonably necessary to protect the health and safety of their employees and other individuals having business dealings with the Company or its Subsidiaries or respond to third-party supply or service disruptions caused by the COVID-19 pandemic in a manner consistent commercially reasonable manner, provided that unless doing so is impracticable due to emergency or urgent circumstances, the Company shall provide reasonable advance notice to and reasonably consult with past practice, Parent prior to taking any action that would be otherwise prohibited or restricted by this Section 5.01) and (iiy) use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve ensure that it preserves intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, keep keeps available the services of its present officerscurrent officers and employees and maintains its relations and goodwill with material customers, maintain all Company Insurance Policiessuppliers, landlords and maintain the status of other Persons having material business relationships with the Company as a REIT, and each or any Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iiiB) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(c) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity Subsidiary to, do any of the following: (a) (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart aside or pay any dividend on dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of its capital stock, property other equity interests or otherwisevoting securities, other than dividends and distributions solely between or among the Company and the wholly-owned Company Subsidiaries or between or among wholly-owned Company Subsidiaries; (ii) split, combine, subdivide or reclassify any of its capital stock, other equity interests or voting securities or securities convertible into or exchangeable or exercisable for capital stock or other equity interests or voting securities, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its capital stock, other equity interests or voting securities, other than as permitted by Section 5.01(b); or (iii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock or voting securities of, or equity interests in, the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for capital stock or voting securities of, or equity interests in, the Company or any Company Subsidiary, or any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire any such capital stock, securities or interests, except for acquisitions, or deemed acquisitions, of Company Common Stock or other equity securities of the Company in connection with respect (A) the payment of the exercise price of Company Stock Options by the holders thereof through remittance of Company Common Stock to the Company (including in connection with “net exercises”), (B) required tax withholding in connection with the exercise, vesting and settlement of Company Stock Awards pursuant to the Company Stock Plans, (C) forfeitures of Company Stock Awards in accordance with the terms of the applicable Company Stock Plan and award agreements thereunder, or (D) transactions solely between or among the Company and the wholly-owned Company Subsidiaries or between or among wholly-owned Company Subsidiaries; (b) issue, deliver, sell, grant, pledge or otherwise subject to any Lien (other than Liens imposed by applicable securities Laws): (i) any shares of capital stock or other equity interests or voting securities of the Company or any Company Subsidiary other than (A) the issuance of Company Common Stock upon the exercise, vesting or settlement of Company Stock Awards pursuant to the Company Stock Plans, in each case outstanding as of immediately prior to the date of this Agreement and in accordance with their terms in effect at such time or (B) transactions solely between or among the Company and the wholly-owned Company Subsidiaries or between or among wholly-owned Company Subsidiaries; (ii) any securities convertible into or exchangeable or exercisable for capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary; (iii) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary; (iv) any rights issued by the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary Subsidiary; or other equity securities or ownership interests in (v) any Company Voting Debt; (c) (i) amend the Company Charter or the Company Bylaws; or (ii) amend charter or organizational documents of any Company Subsidiary, except, in the case of each of the foregoing clauses (i) and (ii), as may be required by Law or the rules and regulations of NASDAQ; (d) make or adopt any material change in its accounting methods, principles or practices, except for as may be required by a change in GAAP or Law; (Ae) the declaration and payment by directly or indirectly acquire, dispose of, sell, assign or abandon or agree to acquire, dispose of, sell, assign or abandon in any transaction any material equity interest in or material business or assets of any Person or material division thereof, except acquisitions or dispositions with respect to transactions solely between or among the Company of regular dividends in accordance and the wholly owned Company Subsidiaries or between or among wholly owned Company Subsidiaries or with past practice at a rate not respect to exceed the annual rate of $1.50 per share of Company Common Stock, dispositions constituting Permitted Liens under clause (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iiix) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Codedefinition thereof; (ivf) redeemexcept in relation to Liens to secure Indebtedness for borrowed money permitted to be incurred or, repurchase in the case of any commitments with respect thereto, established, under Section 5.01(g), sell, lease (as lessor), license, mortgage, sell and leaseback or otherwise acquiresubject to any Lien (other than Permitted Liens), directly or indirectly, otherwise dispose of any shares of its capital stock material properties or assets or any material interests therein other equity interests of the Company or a Company Subsidiary; than: (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (Bi) in the ordinary course of business consistent with past practice; (ii) pursuant to Contracts in existence on the date of this Agreement that have been disclosed or made available to Parent; or (iii) with respect to transactions between the Company, on the one hand, and any wholly owned Company Subsidiary, on the other hand, or between wholly owned Company Subsidiaries; (Cg) as otherwise contemplated incur any Indebtedness other than (i) any Indebtedness described in Section 6.1(c)(vclause (iv), (vi) or (vii) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares definition of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate Indebtedness incurred in the ordinary course of business consistent with past practice; business, (viiiii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement of less than $5,000,000 individually or in the aggregate or (Aiii) Indebtedness solely between or among the Company and the wholly-owned Company Subsidiaries or between or among wholly-owned Company Subsidiaries; (h) except as provided in this Agreement or required pursuant to the terms of any Company Benefit Plan in effect on the date of this Agreement and made available to Parent, (i) establish, adopt, enter into, terminate or amend, or take any action to accelerate the vesting, payment or funding of any compensation, or benefits under, any material Company Benefit Plan; (ii) increase the compensation of any director, officer, employee or individual consultant of the Company or any Company Subsidiary whose total annual base salary and wages exceeds $300,000 (or, in the case of any such person whose total annual base salary and wages does not exceed such amount, grant any such increase unless done in the ordinary course of business consistent business); (iii) grant to any director, officer, employee or individual consultant of the Company or any Company Subsidiary any new or increased change in control, retention, deal or stay bonus, severance or termination pay, or materially amend or modify any such arrangement; (iv) enter into, terminate or materially amend any employment agreement, offer letter, consulting agreement or arrangement with past practice any director, officer, employee or individual consultant of the Company or any Company Subsidiary (other than entering into offer letters or consulting agreements with newly-hired or promoted non-officer employees or consultants with total annual base salary and wages equal to or less than $300,000 in the ordinary course of business); or (v) terminate any director, officer, employee or individual consultant of the Company or any of its Subsidiaries with total annual base salary and wages in excess of $300,000, other than terminations for general corporate purposes cause; (including to i) negotiate, modify, extend, or enter into any Collective Bargaining Agreement or (ii) recognize or certify any labor union, labor organization, works council, or group of employees as the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)bargaining representative for any employees of the Company or any Company Subsidiary other than, in the case of either clause (i) or (ii), (B) in connection with as required by the funding terms of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are an existing Collective Bargaining Agreement set forth in on Section 6.1(c)(viii4.14(b)(v) of the Company Disclosure Letter; (ixj) make implement or announce any loansemployee layoffs, advances plant closings, reductions in force, furloughs, temporary layoffs, salary or capital contributions towage reductions, work schedule changes or other such actions that trigger the WARN Act; (k) except as permitted by Section 2.03(b) or Section 6.05, settle or compromise any litigation, or investments inrelease, dismiss or otherwise dispose of any other Person (including to any of its officersclaim, directorsliability, employees, Affiliates, agents obligation or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entityarbitration, other than (A) by settlements or compromises of litigation or releases, dismissals or dispositions of claims, liabilities, obligations or arbitrations that involve the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any payment of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants monetary damages in the ordinary course an amount not in excess of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 individually, and, in any event, $5,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary and do not involve any injunctive or other material non-monetary relief or impose material restrictions on the business or operations of the Company and the Company Subsidiaries, taken as whole; (other than notice of renewall) (i) sell, assign, transfer, abandon, let lapse, encumber, convey title (in whole or in part), (B) the entry into any modification exclusively license or amendment sublicense, otherwise dispose of, or waiver grant any right or consent under, other licenses to any mortgage material Intellectual Property Rights owned by or related agreement exclusively licensed to which the Company or any Company Subsidiary is Subsidiary, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business, (ii) disclose any material trade secret (except pursuant to a party written confidentiality agreement in the ordinary course of business with reasonable protections of, and preserving all rights of, the Company and the Company Subsidiaries), or (iii) disclose, distribute, or license (or agree to disclose, distribute, or license) any source code; (m) make any adverse change to the operation or security of any Company System or Company’s or any Company Subsidiaries’ policies or procedures with respect to Personal Information or confidential or other sensitive information (including customer data), in any material respect, except in the ordinary course of business as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c)applicable Law; (xin) except as set forth in Section 6.1(c)(xi(i) make, change or revoke any election with respect to Taxes, (ii) file any amended Tax Return, (iii) settle or compromise any material Tax liability or any audit or proceeding relating to material Taxes, (iv) enter into any closing agreement with respect to any Tax, (v) surrender any right to claim a material Tax refund, (vi) adopt or change any annual Tax accounting period or method of Tax accounting, (vii) request or consent any extension or waiver of the Company Disclosure Letterlimitation period applicable to any Tax claim or assessment (other than automatic extensions granted in the ordinary course of business in connection with filing Tax Returns), enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xiiviii) waive, release, assign fail to pay any material rights or claims or make Tax that becomes due and payable (including estimated tax payments), (ix) incur any payment, direct or indirect, of any material liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, for Taxes (other than in the ordinary course of business consistent with past practicebusiness), or (x) request any ruling or similar guidance from any Governmental Entity in respect of Taxes; (xiiio) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating lend money to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than advances to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary employees in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practicebusiness); (xvp) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent business, amend or terminate (other than expiration in accordance with past practiceits terms), with respect to accounting policiesor waive any material right, unless required by GAAP remedy or the SECdefault under any Material Contract; (xviq) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner Contract that would not reasonably be expected to be adverse to explicitly impose any material restriction on the Company right or to prevent or impair the ability of the Company or any Company Subsidiary: (A) to consummate compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to perform services for or sell products to any other Person; (D) to transact business with any other Person; (E) to exploit any Owned Intellectual Property Rights; or (F) to operate at any location in the Merger;world; or (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (Ar) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating binding commitment to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoingforegoing actions. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. Except (ai) The as set forth in Section 6.1 of the Company covenants Disclosure Letter; (ii) as expressly required by this Agreement; (iii) for actions taken in good faith pursuant to COVID-19 Measures (it being understood that the Company will use its reasonable best efforts to provide reasonable notice to, and agrees thatseek to consult with, between Parent in connection with such actions), (iv) as required by applicable Law; or (v) with the prior written consent of Parent (which consent in the case of subclauses (f) through (x) of clause (b) of this Section 6.1 shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement and to the earlier to occur of the Effective Time and the date, if any, on which this the Agreement is validly terminated pursuant to Section 8.1 and in accordance with Article IX (the “Interim Period”), except to the extent required by Law, as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(aA) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities Subsidiary to, (ix) use reasonable best efforts to conduct the business of the Company and each Company Subsidiary in the Ordinary Course of Business, (y) conduct its the business of the Company and each Company Subsidiary in compliance with all material respects in the ordinary course and in a manner consistent with past practiceapplicable Laws, including all applicable Anti-Corruption Laws, and (iiz) use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses assets and relationships with Third Partiestechnology, keep available the services of the Company Employees (other than where termination of such services is for cause) and maintain its present officersrelations and goodwill as they exist as of the date of this Agreement with customers, maintain all Company Insurance Policiessuppliers, landlords, and maintain other Persons having material business dealings with the status of the Company as a REITCompany, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (bB) The Company shall without limiting the foregoing (but subject in all respects to clauses (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), through (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(cv) of the Company Disclosure Letterthis sentence), the Company shall not, and shall not cause or permit any other Company Entity Subsidiary to, do any of the following: (a) (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart aside or pay any dividend on dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of its capital stock, property other equity interests or otherwisevoting securities, other than dividends and distributions solely between or among the Company and the wholly owned Company Subsidiaries or between or among wholly owned Company Subsidiaries; (ii) split, combine, subdivide or reclassify any of its capital stock, other equity interests or voting securities or securities convertible into or exchangeable or exercisable for capital stock or other equity interests or voting securities, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its capital stock, other equity interests or voting securities, other than as permitted by Section 6.1(b); or (iii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock or voting securities of, or equity interests in, the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for capital stock or voting securities of, or equity interests in, the Company or any Company Subsidiary, or any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire any such capital stock, securities or interests, except for acquisitions, or deemed acquisitions, of Company Class A Common Stock or other equity securities of the Company in connection with respect (A) the payment of the exercise price of Company Stock Options outstanding on the date hereof with Company Class A Common Stock (including in connection with “net exercises”), (B) required Tax withholding in connection with the exercise, vesting and settlement of Company Stock Awards and other awards pursuant to the Company Stock Plans, (C) forfeitures of Company Stock Awards, or (D) transactions solely between or among the Company and the wholly owned Company Subsidiaries or between or among wholly owned Company Subsidiaries; (b) authorize for issuance, issue, deliver, sell, transfer, grant, pledge or otherwise subject to any Lien (other than Liens imposed by applicable securities Laws or Liens securing the Existing Term Loan): (i) any shares of Company Capital Stock or other equity interests or voting securities of the Company or any Company Subsidiary other than (A) the issuance of Company Class A Common Stock (x) upon the due exercise, vesting or settlement of Company Stock Awards issued pursuant to the Company Stock Plans, in each case outstanding on the date of this Agreement and in accordance with their terms in effect at such time, (y) upon the due exercise, vesting or settlement of Company Warrants, in each case outstanding at the close of business on the date of this Agreement and in accordance with their terms in effect at such time, or (z) in accordance with Section 6.1(i), or (B) transactions solely between or among the Company and the wholly owned Company Subsidiaries or between or among wholly owned Company Subsidiaries; (ii) any securities convertible into or exchangeable or exercisable for, or rights of any kind to acquire or sell, capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary; (iii) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary; (iv) any new Company Stock Awards or other rights issued by the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary Subsidiary; or other equity securities or ownership interests in (v) any Company Voting Debt; (c) (i) amend the Company Charter or the Company Bylaws; (ii) amend the charter or organizational documents of any Company Subsidiary, except for or (Aiii) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends amend or other distributions to the Company by waive any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition material term of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (including the Company Warrants or Company Stock Awards); (d) create any Company Subsidiary; (e) make or adopt any material change in its accounting methods, principles or practices, except as may be required by a change in GAAP or Law; (f) directly or indirectly acquire, dispose of, sell, assign or abandon or agree to acquire, dispose of, sell, assign or abandon in any transaction any equity interest in, or any business or business division of, any Person; (g) acquire or sell, lease (as lessor), grant exclusive licenses to, mortgage, sell and leaseback or otherwise subject to any Lien (other than notice Permitted Liens), or otherwise dispose of renewal)any material properties or assets (including, for the avoidance of doubt, any Patents) or any material interests therein other than with respect to (A) transactions between the Company, on the one hand, and any wholly owned Company Subsidiary, on the other hand, or between wholly owned Company Subsidiaries, (B) acquisitions of supplies or equipment and the entry into any modification sale or amendment ofother disposition of Products in the Ordinary Course of Business, or waiver (C) the sale or consent underother disposition of unnecessary, any mortgage obsolete or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreementworthless equipment; (h) incur, provided that any such modificationcreate, amendmentmodify, waiver or consent does not increase the principal amount thereunder assume, endorse or otherwise adversely affect become liable for any Indebtedness, or guarantees thereof, other than the Bridge Loans, the refinancing of the Bridge Loan pursuant to Section 9.1(d), the Existing Term Loan and Indebtedness between the Company, on the one hand, and any wholly owned Company Subsidiary Subsidiary, on the other hand, or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c)between wholly owned Company Subsidiaries; (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xivi) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or express terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement Company Benefit Plan as in effect on the date hereof, (Ci) enter intoestablish, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or create or enter into any employee benefit plan plan, agreement, program, policy, trust, fund or other arrangement that if entered into or adopted would be a Company Benefit Plan if it were in existence as of the date of this Agreement, (ii) increase in any manner the target annual cash compensation opportunity of any current or former employees of the Company or the Company Subsidiaries with annual base compensation in excess of $200,000 as of the date hereof, (iii) increase in any manner the severance, change in control, retention or similar compensation of any current or former employees of the Company or the Company Subsidiaries, (iv) grant any equity or equity-based awards or any long-term cash incentive awards, or amend or modify the terms of any outstanding awards, under any Company Benefit Plan, or (Dv) take any action to accelerate the vesting or payment lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any Company Benefit Plan; (j) (i) hire any employee or engage any individual contractor with annual compensation of $200,000 or higher, (ii) terminate the employment of any award under employee or the Company Equity Plan or services of any individual contractor (other than where such termination is for cause) with annual compensation of $200,000 or benefitshigher, or (Eiii) hire any employee or engage any individual contractor with annual compensation of less than $200,000, except to fill an open position arising upon the termination of an employee or contractor employed or engaged by the Company or a Company Subsidiary as of the date of this Agreement; (i) become a party to, establish, adopt, amend, extend, commence participation in or terminate any collective bargaining agreement or other agreement or arrangement with a labor union, labor organization or other employee-representative body, or (ii) recognize or certify any labor union, labor organization or other employee-representative body as the bargaining representative for any employees of the Company or any Company Subsidiary; (l) (i) settle or compromise any litigation, or release, dismiss or otherwise dispose of any claim, liability, obligation or arbitration related to any matter set forth in Section 6.1(l) of the Company Disclosure Letter, or (ii) except as permitted by Section 3.3(b) or Section 7.5, settle or compromise any other litigation, or release, dismiss or otherwise dispose of any claim, liability, obligation or arbitration, other than settlements or compromises of litigation or releases, dismissals or dispositions of claims, liabilities, obligations or arbitrations that involve monetary damages in an amount not in excess of $100,000 in any individual case and do not involve any injunctive or other non-monetary relief or impose material restrictions (other than confidentiality, non-disparagement or similar restrictions) on the business or operations of the Company and the Company Subsidiaries, taken as whole; (m) assign or otherwise convey title (in whole or in part) to any Intellectual Property Rights owned by the Company or any Company Subsidiary or grant any awards under exclusive licenses to any Intellectual Property Rights owned by the Company Equity Plan or any bonusCompany Subsidiary; (n) take any action or fail to take any lawful action, incentiveif such action or failure to take such action would reasonably be likely to result in the loss, performance lapse, abandonment, invalidity or other compensation plan unenforceability of any material Patent, Trademark or arrangementCopyright within the Intellectual Property Rights; (o) make, other than, change or revoke any material election with respect to clauses (C) Taxes or any entity classification election pursuant to Section 7701 of the Code and (E) (as the Treasury Regulations thereunder, file any material amended Tax Return, change any material accounting method or change any accounting period for Taxes, settle or compromise any material Tax liability, enter into any closing or similar agreement with a Governmental Entity with respect to nonequity awards only)a material amount of Taxes, increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employeessurrender any right to claim a material Tax refund, or in connection with consent to any non-officer employee hires extension or waiver of the promotion limitations period applicable to any material Tax or material Tax Return (other than as a result of an automatic extension of time to file a Tax Return that does not require any non-officer employees, consistent with past practiceaction by any tax authority); (xvp) fail incur any capital expenditures in an amount in excess of $8,000,000 in the aggregate; (q) materially amend, modify, renew or terminate any Real Estate Lease or material Site Lease, or Site Leases that are material to maintain all financial books the Company and records in all the Company subsidiaries, taken as a whole, other than amendments, modifications, renewals or terminations pursuant to the express terms of the applicable Real Estate Lease or Site Lease or that lower the amount of rent payable thereunder without materially increasing any of the obligations thereunder, or enter into any new material respects in accordance with GAAP lease, sublease, license or other agreement for the use or occupancy of any real property as office space; (or any interpretation thereofr) except as permitted by Section 7.4, terminate, cancel or make any material change changes to its methods the structure, limits or terms and conditions of accounting any of the Insurance Policies, including allowing the Insurance Policies to expire without renewing such policies or obtaining comparable replacement insurance, or failing to pay premiums, in effect at December 31, 2013, each case except as required by would not reasonably be likely to be material to the Company and the Company Subsidiaries, taken as a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SECwhole; (xvis) enter into a new line of business or abandon or discontinue any new existing line of business; (xviit) enter into, materially amend, accelerate any material term of, cancel, fail to duly and timely file all exercise an expiring renewal option, grant a material reports and waiver or release under or modify in any material respect, terminate or assign or transfer to any Person other material documents than a Company Subsidiary any Material Contract or any contract that would constitute a Material Contract required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) disclosed on the Company to fail to qualify Disclosure Letter if in effect as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions date of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiiiu) (A) enter into any Company Tax Protection except as provided under this Agreement, (B) makeadopt a plan of agreement of complete or partial liquidation, change dissolution, merger, consolidation, restructuring, recapitalization or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refundother reorganization, or (G) give file a petition in bankruptcy under any provisions of applicable bankruptcy law on its behalf, or request any waiver of a statute of limitation with respect consent to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status filing of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary bankruptcy petition against it under the any similar applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorizeLaw, or enter into any contract, agreement, commitment understanding or arrangement with respect to do the voting of equity securities of the Company or any Company Subsidiary; (v) make or forgive any loan to any other Person (other than the advancement of expenses to its employees, officers or directors in connection with the performance of their duties in an amount not in excess of $50,000 in the aggregate); (w) enter into a transaction with any stockholder, director or executive officer of the Company that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K; (x) authorize or direct any officer or employee of, or agent engaged by, the Company or any Company Subsidiary while acting on its behalf, to make, offer or authorize any payment, gift, promise or other advantage, whether directly or through any other Person, to or for the use or benefit of any Government Official or any other Person, where such payment, gift, promise or other advantage would constitute a violation of applicable Anti-Corruption Laws; or (y) authorize, commit to, agree to or otherwise enter into any binding commitment to take any of the foregoingforegoing actions prohibited pursuant to clauses (a) through (x) of this Section 6.1. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. (a) The Company covenants From and agrees that, between after the date of this Agreement hereof and the earlier prior to occur of the Effective Time or the Termination Date, and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 except (the “Interim Period”), except to the extent required by Law, i) as may be agreed in writing required by Parent law (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or Section 6.1(c) provided that any party availing itself of the Company Disclosure Letter, the Company shall, and shall cause each of such exception must first consult with the other Company Entities to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(fparty), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent or, (which consent shall not be unreasonably withheld, delayed or conditioned), iii) as may be expressly required or permitted pursuant to this Agreement, the Company: (a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business in substantially the same manner as heretofore conducted and shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact its business organization and goodwill, prevent adverse change in the financial condition, liabilities, assets, business or as set forth in Section 6.1(a) or 6.1(c) operating results of the Company Disclosure Letter, and prevent the destruction or damage to or loss of any asset of the Company that would have a Material Adverse Effect on the Company; (b) shall, use reasonable efforts and shall cause each of its Subsidiaries to use reasonable efforts to, keep available the services of its current officers and other key employees, preserve its relationships with those persons having business dealings with the Company and its Subsidiaries, including, without limitation, brokers, agents, suppliers, vender and customers; (c) shall, and shall cause each of its Subsidiaries to, comply in all material respects with all laws and orders of all Governmental Authorities applicable to them; (d) shall not declare, set aside or pay any dividends on, or make any distribution with respect to, or redeem or purchase any outstanding shares of its capital stock, except for the dividends payable with respect to Series A Convertible Preferred Stock and Series B Convertible Preferred Stock consistent with past practices; (e) shall not authorize or issue any shares of Stock or other securities convertible into or in lieu of or in substitution for shares of its Stock (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) other than upon the exercise of Options or warrants which are outstanding on the date hereof, or in satisfaction of stock grants or stock based awards made prior to the date hereof pursuant to the Company Option Plans or pursuant to any individual agreements such as employment agreements or executive termination agreements (in each case, as in effect on the date hereof); (f) except in the ordinary course of their business, and in a manner consistent with past practices, shall not, and shall not cause or permit any other Company Entity of its Subsidiaries to, do authorize or effect any acquisition of assets or securities, any disposition of assets or securities or any release or relinquishment of a Company Material Contract; (g) shall not, and shall not permit any of the following:its Subsidiaries to, enter into joint venture, partnership or similar arrangement; (h) shall not propose or adopt any amendments to its corporate charter or bylaws; (i) except as required by law, shall not, and shall not permit any of its Subsidiaries to (i) enter into, declare or amend or propose to amend in any respect the terms of its Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); Plans; (ii) splitenter into, combineadopt or amend any compensation, reclassify severance, bonus or subdivide similar agreements or arrangements with any shares of stock director or other equity securities officer; or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business business, consistent with past practice, increase in any manner the compensation or fringe benefits of any employee not described in the preceding clause (Cii) or pay any such employee any benefit not required by an employee benefit plan or arrangement as otherwise contemplated in Section 6.1(c)(v) effect as of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interestsdate hereof; (vij) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business their business, and in a manner consistent with past practice; practices, shall not, and shall not permit any of its Subsidiaries to (viiii) incur, make capital expenditures or incur or assume any additional indebtedness in excess of $100,000; (ii) create, assumeor allow to be imposed, refinanceany mortgage, replace pledge, security interest, lien or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible other encumbrance on their assets; (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ixiii) make any loans, advances or capital contributions to, or investments in, any other Person person; (including to iv) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) not listed in Schedule 3.12; or (v) change or modify any of its officerscurrent financing terms, directorsconditions or facilities with banks and financial institutions except as necessary to consummate the transaction set forth in this Agreement; provided, employeeshowever, Affiliatesthat immediately after the date hereof the Company shall be permitted to redeem all outstanding convertible debentures of the Company in accordance with their terms and conditions. (k) shall not, agents or consultants)and shall not permit any of its Subsidiaries to, make any change in its existing borrowing loans, advances or lending arrangements for or on behalf of such Personscapital contributions to, or enter into investments in, any “keep well” Stockholder or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Propertyaffiliate thereof, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability employee of the Company or its Subsidiaries, in any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practiceamount; (xiiil) shall not, and shall not permit any of its Subsidiaries to, (i) make any Tax election or settle or compromise any Tax liability, (Aii) any legal action, suit, investigation, arbitration change its fiscal year or proceeding, in each case made or pending against the Company or (iii) revalue any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, its assets or (Eiv) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting (including, without limitation, make any material write-off or reduction in the carrying value of any assets) in effect at December 31, 20132005, except as required by a change changes in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SECGAAP; (xvim) enter into shall not, and shall not permit any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC its Subsidiaries to, agree, in writing or any other Governmental Authorityotherwise, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with foregoing actions. Notwithstanding any permitted acquisitions in a manner that would not reasonably be expected to be adverse provision to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contrary contained in the engagement letter with the financial advisor referenced in this Section 4.23 in a manner materially adverse to the Company5.03, any Company Subsidiary neither Parent nor Merger Sub shall have, directly or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreementindirectly, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, control or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve direct the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything operations prior to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or Effective Time and prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance shall exercise, consistent with the terms and conditions of this Agreement or otherwiseAgreement, complete control and supervision over its operations.

Conduct of Business by the Company. (a) The Company covenants and agrees that, between During the period from the date of this Agreement and to the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 7.1 (the “Interim Period”), except to the extent as expressly contemplated by this Agreement or as required by Law, as may be agreed in writing by Parent (which applicable Law or with the prior written consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or Section 6.1(c) of the Parent, each Company Disclosure Letter, the Company Party agrees that it shall, and shall cause each of the other Company Entities its Subsidiaries to, (i) conduct carry on its business in all material respects businesses in the usual, regular and ordinary course and in a substantially the same manner as heretofore conducted and, to the extent consistent with past practicetherewith, and (ii) use commercially reasonable efforts (i) to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, and ongoing businesses and businesses, (ii) to maintain the Company’s status as a REIT within the meaning of the Code, (iii) to preserve its current beneficial relationships with Third Partiesany Person with which the Company has material business relationships (including, without limitation, customers, suppliers, directors, officers and other employees if any), and (iv) to keep available the services of its present officersofficers and key employees, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiaryif any. (b) The Company Parties shall (i) use its their commercially reasonable efforts to (i) obtain the opinions of counsel referred to in Section 7.2(e6.3(d) and Section 7.3(f6.1(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) Proskauer Rose LLP an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the CompanyCompany and the Company Operating Partnership with the knowledge necessary to make the representations contained therein, containing representations of the Company and the Company Operating Partnership as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) Proskauer Rose LLP to render the opinion described in Section 7.2(f6.3(d) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax REIT Representation Letter”) ), and (iii) deliver to DLA Piper (US) Proskauer Rose LLP an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date Date, respectively, and signed by an officer of the CompanyCompany with the knowledge necessary to make the representations contained therein, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) Proskauer Rose LLP to render the opinion described in Section 7.2(e6.1(f) on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing DateDate (a “Company Reorganization Representation Letter”). (c) Without limiting the generality of the foregoing, the Company covenants and agrees that, during the Interim Period, except to as set forth on Schedule 4.1(c) of the extent Company Disclosure Letter or as otherwise expressly contemplated by this Agreement, the Plan or Merger and any Ancillary Agreements or as required by applicable Law, as may be consented the Company Parties shall not, and shall cause each of such entity’s Subsidiaries, not to (and not to authorize or commit or agree to), unless the Parent, with the approval of the Parent Special Committee, shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned), as may be expressly required or permitted pursuant to this Agreement, or delayed): (i) (A) except for regular monthly dividends as set forth in Section 6.1(a) or 6.1(con Schedule 4.1(c) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart aside or pay any dividend on dividends on, or make any other distributions (whether in cashrespect of, stock, property or otherwise) with respect to any shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary provided that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary its Subsidiaries shall be permitted to pay dividends and make distributions, including under Sections 857, 858 or and 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or and avoid or reduce the imposition of any entity corporate level income Tax or excise Tax under the Code; ), (ivB) redeemsplit, repurchase combine or reclassify any capital stock, partnership interests or other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of such capital stock, partnership interests or other equity interests, or (C) purchase, redeem or otherwise acquire, directly or indirectly, acquire any shares of its capital stock stock, partnership interests or other equity interests of the Company or a Company Subsidiaryany of its Subsidiaries; (vii) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company SubsidiarySpecified Charter Amendments, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of amend the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interestsOrganizational Documents; (viiii) merge or consolidate with any Person; (iv) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets, or by lease or license) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, partnership or other business organization or any division or material amount of assets thereof; thereof (vii) sell, mortgage, pledge, lease, assign, transfer, dispose except of or encumberfrom any Subsidiary of the Company), or effect a deed in lieu of foreclosure with respect to, any property or acquire other assets, except salesother than (A) supplies, transfers equipment and investment securities or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate bona fide transactions, on arm’s-length terms in the ordinary course of business of the Company and its Subsidiaries in a manner that is consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are acquisitions set forth in Section 6.1(c)(viiion Schedule 3.1(l)(i)(G) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, Letter and (BC) loans or advances (i) required to be made under any acquisition of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts real property that does not to exceed $250,000 individually and $1,000,000 50,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviiiv) take any actionaction that could, or fail to take any action, the failure of which action or failure would could, reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Subsidiary of the Company or Other Company Subsidiary (1) to cease to be treated as any of (x1) a partnership or disregarded entity for U.S. federal income Tax tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxivvi) issue, deliver or sell, or grant any option or other right in respect of, any shares of capital stock or debt securities, any other voting or redeemable securities of the Company or any Subsidiary of the Company or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or redeemable or convertible securities (“Equity Equivalents”), except to the Company or a Subsidiary of the Company and other than (x) the issuance of any shares of capital stock upon the exercise of stock options that are outstanding on the date of this Agreement in accordance with the terms of the Company Stock Plans, as in effect on the date of this Agreement; or (y) the issuance of any shares of capital stock upon the redemption of the Company OP Units in accordance with the terms of the Company Partnership Agreement, as in effect on the date of this Agreement; (vii) amend any term of any Company Shares or Equity Equivalents of the Company; (viii) sell, pledge, lease, dispose of, exclusively license or encumber or grant any third party any rights with respect to any property or assets, other than leases, licenses or sales of assets, securities, properties, interests or businesses in the ordinary course of business in a manner that is consistent with past practice and where the assets which did not, individually or in the aggregate, contribute more than 10% of the Company’s earnings before interest, taxes, depreciation and amortization for the fiscal year ending December 31, 2015; (ix) other than in the ordinary course of business and consistent with past practice (A) incur, create or assume any indebtedness or issue or amend the terms of any debt securities, (B) assume, guarantee or endorse, or otherwise become responsible for the obligations of any other Person or entity (other than any Subsidiary of the Company) for borrowed money, or (C) pledge, encumber or otherwise subject to an Encumbrance, other than a Permitted Lien, any Company Properties; (x) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice or loans, advances or capital contributions to, or investments in, wholly owned Subsidiaries of the Company; (xi) other than in the ordinary course of business, (A) make, modify or rescind any material Tax election, (B) change any annual Tax accounting period if such change would result in material Taxes, (C) adopt or change any method of tax accounting except as required by applicable Law, if such change would result in material Taxes, (D) file or amend any material Tax Returns, (E) enter into any material closing agreement, (F) surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, in each case, for an amount materially in excess of the amount accrued or reserved with respect to Taxes, or (G) agree to a waiver or extension of a statute of limitations with respect to Taxes; (xii) (A) change in any material manner any of its methods, principles or practices of accounting in effect at the Financial Statement Date, (B) initiate, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises in an amount not to exceed, individually or in the aggregate, $2,000,000, (C) apply for or enter into any private letter ruling, closing agreement, or other similar agreement, arrangement or determination related to Taxes, except, in the case of clause (A) or (C), as may be required by the SEC, applicable Law or GAAP and with notice thereof to the Parent; (xiii) adopt or enter or make any commitment to adopt or enter into any employee benefit plan, program, policy or agreement that would be an “employee benefit plan” as defined in Section 6.5 and Section 8.1, 3(3) of the ERISA if it were in existence as of the date of this Agreement; (xiv) take any action that would reasonably be expected or exercise any discretion to prevent accelerate the vesting or materially delay payment of, or to fund or in any other way secure the consummation payment of, any award, compensation or benefit under any Company Stock Plan; (xv) initiate, settle or compromise any material Legal Action involving or against the Company or any of its Subsidiaries involving the payment of monetary damages by the Company or any of its Subsidiaries exceeding $2,000,000 in the aggregate, including any shareholder derivative or class action claims arising out of or in connection with the Mergers or the other transactions contemplated hereby, and excluding any Legal Action brought against the Parent Parties arising out of a breach or alleged breach of this Agreement by this Agreement; orthe Parent Parties; (xxvxvi) authorizeamend or modify in any material respect or terminate (excluding terminations upon expiration of the term thereof in accordance with their terms) any Company Material Contracts or waive, release or assign any material rights, claims or benefits of it or its Subsidiaries under any Company Material Contract, or enter into any contractContract that would have been a Company Material Contract had it been entered into prior to this Agreement, agreementexcept in the ordinary course of business consistent with past practice; (xvii) enter into or amend or otherwise modify any Contract or transaction of the type described in Section 3.1(i); (xviii) (A) enter into or amend any employment, commitment consulting, severance, retention, change in control, tax gross-up, deferred compensation, special or arrangement stay bonus, or any other agreement with any officer or director, employee or contractor of the Company or any Subsidiary of the Company, (B) increase the amount of compensation, bonus or other benefits payable to any current or former director, trustee, officer or other employee (other than in the ordinary course of business consistent with past practices) of the Company or the Subsidiaries of the Company, or (C) grant any severance or termination pay or benefits (or any increase in the amount of such pay or benefits) to any current or former director, trustee, officer or other employee of the Company or the Subsidiaries of the Company; (xix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Subsidiary (other than the Mergers); or (xx) agree, resolve or commit to (A) do any action restricted by this Section 4.1 or (B) accept any restriction that would prevent the Company or any of the foregoing. (d) its Subsidiaries from taking any action required by this Section 4.1. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit (i) the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company BoardBoard (based on the recommendation of the Company Special Committee), upon advice of counsel to the Company, is reasonably necessary for the Company to avoid or to continue to avoid incurring entity entity-level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders shareholders of the Company in accordance with this Agreement or otherwise, or to qualify or preserve the status of any Subsidiary of the Company as a partnership or disregarded entity for U.S. federal income Tax purposes or as a Qualified REIT Subsidiary or Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; and (ii) the Company from taking any action, at any time or from time to time, as the Company determines to be necessary to (A) be in compliance at all times with all of its obligations under any Tax Protection Agreement, and (B) avoid liability for any indemnification or other payment under any Tax Protection Agreement; provided, however, that if the Company or any Subsidiary of the Company proposes to take any action pursuant to this paragraph, the Company shall promptly notify Parent and consider in good faith any reasonable request of Parent to take such actions as will reduce any adverse effects on Parent or its direct or indirect owners or affiliates.

Conduct of Business by the Company. (a) The Company covenants and agrees that, between From the date of this Agreement and until the earlier to occur of the Effective Time and the date, if any, on which termination of this Agreement is terminated pursuant to ARTICLE VIII, and except (i) as contemplated by Section 8.1 6.17 of the Company Disclosure Letter in connection with the Separation or the Distribution, (ii) as determined by the “Interim Period”Company, and consented to in writing by Parent, with such consent not to be unreasonably withheld, to be necessary or desirable in order to comply with Section 6.3 hereof, (iii) as contemplated by this Agreement, (iv) as may be required by applicable Law or any Company Benefit Plan or Company Collective Bargaining Agreement, (v) as set forth in Section 6.1 of the Company Disclosure Letter; (vi) with respect to actions or omissions taken in good faith that constitute COVID-19 Measures (provided, that, with respect to actions taken or omitted to be taken in reliance on this clause (vi), except to the extent required by Lawpermitted under applicable Law and practicable under the circumstances, as may be agreed the Company shall use commercially reasonable efforts to consult in writing by good faith with Parent prior to taking such action), or (vii) with the prior written consent of Parent (which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, will not and shall will cause each of the other Company Entities Subsidiary not to, : (a) (i) conduct its business in all material respects and the business of the Company Subsidiaries other than in the ordinary course and in a manner consistent with past practicepractices in any material respect, and (ii) fail to use commercially reasonable efforts to maintain preserve intact its business organizations, goodwill and material assets and properties in their current condition maintain its rights, franchises and existing relations with customers, suppliers, employees, business associates and other Persons with which it has material business dealings (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or including the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses will and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and will cause each Company Subsidiary as to continue in the ordinary course of business consistent with past practice with its remodeling plans and other capital expenditures with respect to SpinCo Assets (including the SpinCo Stores) held prior to the Effective Time by the Company or any Company Subsidiary), or (iii) take any action that adversely affects the ability of any Party to obtain any regulatory approvals for the Transactions; provided, however, that no action or omission by the Company or any Company Subsidiary with respect to matters specifically addressed by any provision of Section 6.1(b) through Section 6.1(s) shall be a Qualified REIT Subsidiary or a Taxable REIT Subsidiarybreach of this Section 6.1(a); (b) The issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any additional equity or any additional Rights other than the issuance of Company shall (i) use its commercially reasonable efforts to obtain Common Stock in respect of the opinions vesting or settlement or of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated Company Equity Awards outstanding as of the effective date hereof or granted on or after the date hereof and not in violation of this Agreement, in each case, in accordance with the terms of the Form S-4 applicable Company Equity Plan and the Closing Date, respectively, and signed by an officer of the Company, containing representations any related award agreements or upon conversion of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated Preferred Stock outstanding as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date.date hereof; (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(c) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide subdivide, directly or indirectly, any shares of stock the Company’s equity interests or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for the Company’s equity interests, or (ii) repurchase, redeem or otherwise acquire, or permit any Company Subsidiary to purchase, redeem or otherwise acquire, any membership, partnership or other equity interests or Rights (including shares of Company Common Stock and Company Preferred Stock), except as required by the terms of the applicable Company Equity Plan as in effect as of the date hereof (or as amended after the date hereof in a manner not in violation of this Agreement) and any related award agreements or to satisfy any Tax withholding obligations of the holder thereof or as required by the terms of its securities outstanding on the date of this Agreement (or ownership interests granted following the date of this Agreement in accordance with this Agreement) or in connection with the exercise or conversion of any Rights held by the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary)as of the date hereof; (iiid) declare(i) sell, set apart lease, sublease, license, sublicense, abandon, waive, relinquish, transfer, pledge, abandon, assign, swap, mortgage or pay otherwise dispose of or subject to any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company Lien all or any Company Subsidiary material portion of its assets, businesses or properties other equity securities or ownership interests in the Company or any Company Subsidiary, except for than (A) the declaration any sales, leases, or dispositions (excluding any sale and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (Bleaseback transaction) in the ordinary course of business consistent with past practice, including the factoring of receivables in the ordinary course of business consistent with past practice or (CB) any distributions expressly permitted under Section 6.1(e); (ii) acquire (including by merger, consolidation, acquisition of stock or assets) or lease any assets or all or any portion of (or interests in) the business or property of any other entity in each case in exchange for the payment or delivery of consideration that in excess of $10,000,000; (iii) merge, consolidate or enter into any other business combination transaction with any Person; or (iv) convert from a limited partnership, limited liability company or corporation, as otherwise the case may be, to any other business entity; (e) other than (w) any dividend or distribution from a wholly owned Company Subsidiary to the Company or to any other wholly owned Company Subsidiary, (x) dividends on the Company Common Stock as contemplated in Section 6.1(c)(v) 6.1 of the Company Disclosure Letter, issue(y) the Pre-Closing Dividend, selland (z) dividends on the Company Preferred Stock pursuant to the Certificate of Designation (including the Pre-Closing Dividend), pledge, dispose, encumber make or grant declare dividends or distributions to (i) the holders of Company Common Stock or any shares Company Subsidiary or (ii) any other equityholders of the Company or any Company Subsidiary; (f) amend the Company’s or any Company Subsidiary’s Organizational Documents as in effect on the date of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity intereststhis Agreement; (vig) acquire or agree to acquire (including by mergerassign, consolidation or acquisition of stock or assets) any real propertyconvey, personal property (other than personal property at a total cost of less than $25,000 in the aggregate)abandon, corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assignencumber, transfer, license, sublicense, covenant not to assert, allow to lapse or expire or otherwise dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assetsrights to any material Company Intellectual Property, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xih) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvii) enter into any new line of business; Contract that would, if entered into prior to the date hereof, be a material Contract, unless (xviia) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any actionit is on terms substantially consistent with, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse on terms more favorable to the Company or to prevent or impair the ability any of the Company Subsidiaries than either a Contract it is replacing or a form of such Contract made available to consummate Parent prior to the Merger; date hereof or (xxb) form it relates to a matter falling within any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained exceptions set forth in the engagement letter with the financial advisor referenced in clauses (a) through (s) of this Section 4.23 in a manner materially adverse to the Company6.1 or (ii) modify, amend, terminate or assign, or waive or assign any rights under, any Company Subsidiary or the Parent or engage other financial advisors material Contract in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file manner or amend in any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action manner that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.Transactions; (di) Notwithstanding anything to the contrary set forth waive, release, assign, settle or compromise any Proceeding, in this Agreement, nothing in this Agreement shall prohibit each case made or pending by or against the Company from taking or any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary Subsidiaries (for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Timeavoidance of doubt, including making dividend any compromise or settlement with respect to matters in which any of them is a plaintiff), or any of their officers and directors in their capacities as such, other distribution payments to stockholders than the compromise or settlement of Proceedings that: (i) involves the payment by the Company or any of the Company Subsidiaries for an amount (in accordance with this Agreement excess of insurance proceeds and reserves related to such matters) not to exceed, for any such compromise or otherwise.settlement individually, $10,000,000 or involves no such payment, (ii) does not impose any injunctive relief that is reasonably likely to be material to the Company and the Company Subsidiaries, taken as a whole and (iii) does not contain an admission of liability by the Company or any of its Representatives in their capacities as such;

Conduct of Business by the Company. (a) The Each Company Party covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section ‎‎Section 8.1 (the “Interim Period”), except to the extent required by Law, as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section ‎‎Section 6.1(a) or Section ‎‎Section 6.1(c) of the Company Disclosure Letter, each of the Company Parties shall, and shall cause each of the other Company Entities to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use commercially its reasonable best efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Partiesthird parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (b) The Company Parties shall (i) use its their commercially reasonable efforts to obtain the opinions of counsel referred to in Section ‎‎Section 7.2(e) and Section 7.3(f‎‎Section 7.2(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) Proskauer Rose LLP an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the CompanyCompany and the Company Operating Partnership, containing representations of the Company and the Company Operating Partnership as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) Proskauer Rose LLP to render the opinion described in Section 7.2(f‎‎Section 7.2(e) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date Date, and (iii) deliver to Dxxxx Xxxxxx LLP and Weil, Gotshal & Mxxxxx LLP officer’s certificates, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, in form and substance as set forth in Exhibit A, with such changes as are mutually agreeable to Parent and the Company (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company), containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) Dxxxx Xxxxxx LLP to render an opinion on the opinion described in Section 7.2(e) effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date, as described in ‎‎Section 7.2(f), respectively, and Weil, Gotshal & Mxxxxx LLP to render an opinion on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date, as described in ‎‎Section 7.3(f), respectively. (c) Without limiting the foregoing, the each Company Party covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section ‎‎Section 6.1(a) or 6.1(c‎‎6.1(c) of the Company Disclosure Letter, the Company Parties shall not, and shall not cause or permit any other Company Entity to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to or waive the Company or Parent, or create an Excepted Holder Limit (as defined in stock ownership limit under the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends monthly dividends, for full monthly periods in accordance with past practice and not for any interim period prior to the Effective Time, at a an annual rate not to exceed the annual rate of $1.50 0.65 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, Subsidiary and (EC) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section ‎‎Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or and avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary, other than the withholding of shares of Company Common Stock to satisfy withholding Tax obligations with respect to awards granted pursuant to the Company Restricted Stock Plan, including the vesting of Company Restricted Stock in accordance with ‎‎Section 3.10(a); (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, (C) for issuances by the Company Operating Partnership of the Company Class B Units, in accordance with the Company Partnership Agreement, (D) for issuances by the Company Operating Partnership of Company OP Units in connection with the acquisition of real property pursuant to ‎‎Section 6.1(e), or (CE) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter‎‎Section 6.1(c)(vi), issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests, provided, however, that the Company may issue shares of Company Common Stock upon the vesting of any Company Restricted Stock outstanding as of the date of this Agreement or as may be granted after the date of this Agreement under ‎‎Section 6.1(c)(vi); (vi) except as set forth on ‎‎Section 6.1(c)(vi) of the Company Disclosure Letter, grant, confer, award, or modify the terms of any Company Restricted Stock, convertible securities, or other rights to acquire, or denominated in, any of the Company’s or any of the Company Subsidiaries’ capital stock or other equity securities or take any action not set forth on ‎‎Section 6.1(c)(vi) of the Company Disclosure Letter; (vii) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate)property, corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof, except (A) acquisitions by the Company or any wholly owned Company Subsidiary of or from an existing wholly owned Company Subsidiary or (B) except as permitted or required under ‎‎Section 6.1(e); (viiviii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate (A) in the ordinary course of business consistent with past practicepractice and that would not be material to any Company Property or any assets of the Company or any Company Subsidiary, or (B) pledges or encumbrances of property or assets or direct or indirect equity interests in entities from time to time under the Revolving Credit Agreement; (viiiix) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in under the ordinary course of business consistent with past practice for general corporate purposes (including Revolving Credit Agreement pursuant to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), Company’s budget set forth on ‎‎Section 6.1(c)(ix) of the Company Disclosure Letter or (B) in connection with the funding acquisition of any transaction permitted by this Section 6.1(creal property pursuant to ‎‎Section 6.1(e), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ixx) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any Leases or ground lease pursuant to which any Third Party is a lessee or sublessee on any leases affecting the Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregateProperties; (xxi) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs occur automatically without any action by the Company or any Company Subsidiary (other than notice of renewal)Subsidiary, (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreementhereby, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, Parent or (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xixii) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease), except for (A) entering into any new lease or renewing any Company Lease (1) in the ordinary course of business consistent with past practice or (2) in connection with the acquisition of real property pursuant to ‎‎Section 6.1(e), (B) terminating any Company Lease as a result of a default by the counterparty to such Company Lease (in accordance with the terms of such Company Lease and subject to any applicable cure period therein), or (C) any such modification amendment, waiver, release, or compromise as would not have a Company Material Adverse Effect; (xiixiii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiiixiv) settle or compromise (A) any legal action, suit, investigation, suit or arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (Subsidiaries, including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000)Taxes, and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section ‎‎Section 6.7, in each case, in an amount in excess of $1,000,000 individually; (xivxv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire or terminate any officer (with a title of vice president officer, director or higher) employee of the Company or any Company Subsidiary or promote or appoint any Person to a position of officer (with a title of vice president or higher) director of the Company (other than to replace or any officer that departs after the date of this Agreement), in each case without consultation with the Parent BoardCompany Subsidiary, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors its directors, officers or officers not required by any plan or arrangement as in effect on the date hereofemployees, (C) pay or agree to pay any pension, retirement allowance or other compensation or benefit to any director, officer, employee or consultant of the Company or any Company Subsidiary, whether past or present, (D) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Planbenefits arrangement, (DE) accelerate the vesting or payment of any award compensation or benefits under the Company Equity Plan or of any other compensation or benefitsRestricted Stock Plan, or (EF) grant any awards under the Company Equity Plan or any Restricted Stock Plan, bonus, incentive, performance or other compensation plan or arrangement, other than, with respect or (G) take any action to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, fund or in connection with any non-officer employee hires other way secure the payment of compensation or benefits under the promotion of any non-officer employeesCompany Restricted Stock Plan, consistent with past practicein each case, other than as required by Law; (xvxvi) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 20132012, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvixvii) enter into any new line of business; (xviixviii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC NASDAQ or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviiixix) take any actionaction that could, or fail to take any action, the failure of which action or failure would could, reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x1) a partnership or disregarded entity for U.S. federal income Tax tax purposes or (y2) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xixxx) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any acquisitions permitted acquisitions pursuant to ‎‎Section 6.1(e) in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the MergerMergers; (xxxxi) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxvxxii) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise. (e) The Company shall use commercially reasonable efforts to consummate the acquisitions set forth on ‎‎Section 4.16(a) (Part II) and ‎‎Section 6.1(e) of the Company Disclosure Letter prior to the Closing Date; provided that the Company may substitute one or more properties set forth on ‎‎Section 4.16(a) (Part II) with one or more properties of equivalent value subject to the consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned).

Conduct of Business by the Company. (a) The Company covenants From and agrees that, between after the date of this Agreement hereof and the earlier to occur of until the Effective Time and or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 7.1 (the “Interim Period”"Termination Date"), and except to with the extent required by Law, as may be agreed in writing by prior written consent of the Parent (which consent shall will not be unreasonably withheld, delayed withheld or conditioned), delayed) or as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(athe Company: (i) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities its Subsidiaries to, (i) conduct its business in all material respects in the operations according to their ordinary course and in a manner consistent with past practice, and (ii) use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(c) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary usual course of business consistent with past practice; (ii) shall use its reasonable best efforts, and cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact its present business organization and goodwill, keep available the services of its current officers and other key employees and preserve its relationships with those Persons having material business dealings with the Company and its Subsidiaries; (iii) shall not, and shall not permit its Subsidiaries to, authorize or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (other than (A) regular quarterly cash dividends by the Company consistent in timing and amount with past practice or (B) any dividends or distribution by a wholly owned Subsidiary of the Company to the Company or any of its wholly owned Subsidiaries); (iv) shall not, and shall not permit any of its Subsidiaries to establish, enter into or amend any severance plan, agreement or arrangement or any Group Plan or increase the compensation payable or to become payable or the benefits provided to its officers or employees, other than as contemplated by law or any existing contract, employee benefit or welfare plan or policy, or in the ordinary course of business consistent with past practice with respect to employees who are not officers of the Company, and other than as set forth in Section 5.1(a)(iv) of the Company Disclosure Schedule; (v) shall not, and shall not permit any of its Subsidiaries to, authorize, or announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger), any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any other similar extraordinary transaction; (vi) shall not, and shall not permit any of its Subsidiaries to, propose or adopt any amendments to its certificate of incorporation or bylaws (or other similar organizational documents); (vii) shall not, and shall not permit any of its Subsidiaries to, issue or authorize the issuance of, or agree to issue or sell any shares of capital stock of any class (whether through the issuance or granting of options, warrants, commitments, convertible securities, subscriptions, rights to purchase or otherwise), except for (1) the issuance of Company Common Stock pursuant to options and grants outstanding as of the date hereof under the Company's 1999 Long-Term Incentive Plan, or 1994 Long-Term Incentive Plan and 1988 Long-Term Incentive Plan (each such plan, a "Company Equity Plan"), or (2) the issuance of Life Technologies Common Stock pursuant to options and grants outstanding as of the date hereof under Life Technologies' 1997 Long-Term Incentive Plan, 1996 Non-Employee Directors Stock Option Plan, 1995 Long-Term Incentive Plan and 1991 Stock Option Plan (each such plan, a "Life Technologies Equity Plan"); (viii) shall not, and shall not permit any of its Subsidiaries to, reclassify, combine, split, purchase or redeem any shares of its capital stock or purchase or redeem any rights, warrants or options to acquire any such shares; (ix) shall not, and shall not permit any of its Subsidiaries to, (A) incur, create, assume, refinance, replace assume or prepay any Indebtedness indebtedness or any other liabilities for borrowed money or issue or amend the terms of any debt securities other than (i) incurrences and repayments of indebtedness under the Company Company's or any its Subsidiaries' credit facilities in existence on the date of this Agreement and (ii) in an amount not to exceed $[xx] million in the Company Subsidiaries aggregate, or (B) assume, guarantee or endorseguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Indebtedness obligations of any other Person (other than a wholly owned Company SubsidiarySubsidiaries), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted guarantees by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) Subsidiaries of the Company Disclosure Letterindebtedness permitted under the preceding clause (A); (ixx) shall not, and shall not permit any of its Subsidiaries to (or consent to any proposal by any Person in which the Company has an investment to), make or forgive any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a any wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases(including any intercompany loans, including without limitation any ground lease pursuant to which any Third Party is a lessee advances or sublessee on any Company Propertycapital contributions to, or (iiinvestments in, any affiliate) made other than advances to a Third Person tenants employees in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company Company's or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c)its Subsidiaries' established policies; (xi) except as set forth in Section 6.1(c)(xishall not, and shall not permit any of its Subsidiaries to, (A) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign into any material rights lease or claims license or make otherwise subject to any payment, direct material Lien any of its properties or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its termsassets (including securitizations), other than in the ordinary course of business consistent with past practice; (B) modify, amend in any material respect, or terminate any of its material contracts; (C) waive, release or assign any rights that are material to the Company and its Subsidiaries taken as a whole; or (D) permit any insurance policy naming it as a beneficiary or a loss payable payee to lapse, be cancelled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration; (xii) shall not, and shall not permit any of its Subsidiaries to change any of the financial accounting methods or practices used by it unless required by GAAP; (xiii) shall not make any material Tax election or settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7;material Tax liability; and (xiv) except as required by applicable Law shall not, and shall not permit any of its Subsidiaries to, agree, in writing or as otherwise, to take any of the foregoing actions or take any action which would result in any of the conditions to the Merger set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers Article VI hereof not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practicebeing satisfied; (xv) fail to maintain all financial books and records in all material respects in accordance shall not (A) amend the Rights Agreement or (B) take any action with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Lawrespect to, or make any changedetermination under, other than in the ordinary course Rights Agreement, including a redemption of business consistent with past practice, with respect the Rights or any action to accounting policiesfacilitate an Acquisition Proposal, unless required by GAAP or this Agreement shall have been terminated in accordance with Section 7.1 hereof and the SEC; (xvi) enter into any new line of business; (xvii) fail Company shall have paid to duly the Parent the fee described in Section 7.3 hereof and timely file all material reports and other material documents required to be filed shall have complied with the SEC provisions of Section 5.7(b) hereof; provided, however, that this Section 5.1(a) shall not prevent the Company from taking such actions as it determines are necessary to prevent the occurrence of a Distribution Date following the commencement of a tender or any other Governmental Authority, subject to extensions permitted by Law exchange offer unless doing so is intended or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would could reasonably be expected to cause (A) facilitate an Acquisition Proposal, this Agreement shall have been terminated in accordance with Section 7.1 hereof and the Company shall have paid to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable Parent the fee described in Section 7.3 hereof and shall have complied with the provisions of Section 856 of the Code5.7(b) hereof; and (b) The Parent agrees that, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as from and after the date hereof and prior to the earlier of the Effective Time and the Termination Date, and except as may be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except agreed in writing by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or as may be expressly permitted pursuant to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Companythis Agreement, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into shall not, and shall not permit any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary its Subsidiaries to (1i) comply with Law agree, in writing or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) otherwise, to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that which would reasonably be expected result in any of the conditions to prevent the Offer set forth in Annex A hereto or materially any of the conditions to the Merger set forth in Article VI hereof not being satisfied or (ii) delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoingOffer. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. (a) The Company covenants and agrees that, between During the period from the date of this Agreement and to the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 7.1 (the “Interim Period”), except to the extent as expressly contemplated by this Agreement or as required by Law, as may be agreed in writing by Parent (which applicable Law or with the prior written consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or Section 6.1(c) of the Parent, each Company Disclosure Letter, the Company Party agrees that it shall, and shall cause each of the other Company Entities its Subsidiaries to, (i) conduct carry on its business in all material respects businesses in the usual, regular and ordinary course and in a substantially the same manner as heretofore conducted and, to the extent consistent with past practicetherewith, and (ii) use commercially reasonable efforts (i) to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, and ongoing businesses and businesses, (ii) to maintain the Company’s status as a REIT within the meaning of the Code, (iii) to preserve its current beneficial relationships with Third Partiesany Person with which the Company has material business relationships (including, without limitation, customers, suppliers, directors, officers and other employees if any), and (iv) to keep available the services of its present officersofficers and key employees, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiaryif any. (b) The Company Parties shall (i) use its their commercially reasonable efforts to (i) obtain the opinions of counsel referred to in Section 7.2(e6.3(d) and Section 7.3(f6.1(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) Proskauer Rose LLP an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the CompanyCompany and the Company Operating Partnership with the knowledge necessary to make the representations contained therein, containing representations of the Company and the Company Operating Partnership as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) Proskauer Rose LLP to render the opinion described in Section 7.2(f6.3(d) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax REIT Representation Letter”) ), and (iii) deliver to DLA Piper (US) Proskauer Rose LLP an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date Date, respectively, and signed by an officer of the CompanyCompany with the knowledge necessary to make the representations contained therein, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) Proskauer Rose LLP to render the opinion described in Section 7.2(e6.1(f) on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing DateDate (a “Company Reorganization Representation Letter”). (c) Without limiting the generality of the foregoing, the Company covenants and agrees that, during the Interim Period, except to as set forth on Schedule 4.1(c) of the extent Company Disclosure Letter or as otherwise expressly contemplated by this Agreement, the Plan or Merger and any Ancillary Agreements or as required by applicable Law, as may be consented the Company Parties shall not, and shall cause each of such entity’s Subsidiaries, not to (and not to authorize or commit or agree to), unless the Parent, with the approval of the Parent Special Committee, shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned), as may be expressly required or permitted pursuant to this Agreement, or delayed): (i) (A) except for regular monthly dividends as set forth in Section 6.1(a) or 6.1(con Schedule 4.1(c) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart aside or pay any dividend on dividends on, or make any other distributions (whether in cashrespect of, stock, property or otherwise) with respect to any shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary provided that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary its Subsidiaries shall be permitted to pay dividends and make distributions, including under Sections 857, 858 or and 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or and avoid or reduce the imposition of any entity corporate level income Tax or excise Tax under the Code; ), (ivB) redeemsplit, repurchase combine or reclassify any capital stock, partnership interests or other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of such capital stock, partnership interests or other equity interests, or (C) purchase, redeem or otherwise acquire, directly or indirectly, acquire any shares of its capital stock stock, partnership interests or other equity interests of the Company or a Company Subsidiaryany of its Subsidiaries; (vii) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company SubsidiarySpecified Charter Amendments, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of amend the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interestsOrganizational Documents; (viiii) merge or consolidate with any Person; (iv) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets, or by lease or license) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, partnership or other business organization or any division or material amount of assets thereof; thereof (vii) sell, mortgage, pledge, lease, assign, transfer, dispose except of or encumberfrom any Subsidiary of the Company), or effect a deed in lieu of foreclosure with respect to, any property or acquire other assets, except salesother than (A) supplies, transfers equipment and investment securities or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate bona fide transactions, on arm’s-length terms in the ordinary course of business of the Company and its Subsidiaries in a manner that is consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are acquisitions set forth in Section 6.1(c)(viiion Schedule 3.1(l)(i)(G) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, Letter and (BC) loans or advances (i) required to be made under any acquisition of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts real property that does not to exceed $250,000 individually and $1,000,000 50,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviiiv) take any actionaction that could, or fail to take any action, the failure of which action or failure would could, reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Subsidiary of the Company or Other Company Subsidiary (1) to cease to be treated as any of (x1) a partnership or disregarded entity for U.S. federal income Tax tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxivvi) issue, deliver or sell, or grant any option or other right in respect of, any shares of capital stock or debt securities, any other voting or redeemable securities of the Company or any Subsidiary of the Company or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or redeemable or convertible securities (“Equity Equivalents”), except to the Company or a Subsidiary of the Company and other than (x) the issuance of any shares of capital stock upon the exercise of stock options that are outstanding on the date of this Agreement in accordance with the terms of the Company Stock Plans, as in effect on the date of this Agreement; or (y) the issuance of any shares of capital stock upon the redemption of the Company OP Units in accordance with the terms of the Company Partnership Agreement, as in effect on the date of this Agreement; (vii) amend any term of any Company Shares or Equity Equivalents of the Company; 52 (viii) sell, pledge, lease, dispose of, exclusively license or encumber or grant any third party any rights with respect to any property or assets, other than leases, licenses or sales of assets, securities, properties, interests or businesses in the ordinary course of business in a manner that is consistent with past practice and where the assets which did not, individually or in the aggregate, contribute more than 10% of the Company’s earnings before interest, taxes, depreciation and amortization for the fiscal year ending December 31, 2015; (ix) other than in the ordinary course of business and consistent with past practice (A) incur, create or assume any indebtedness or issue or amend the terms of any debt securities, (B) assume, guarantee or endorse, or otherwise become responsible for the obligations of any other Person or entity (other than any Subsidiary of the Company) for borrowed money, or (C) pledge, encumber or otherwise subject to an Encumbrance, other than a Permitted Lien, any Company Properties; (x) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice or loans, advances or capital contributions to, or investments in, wholly owned Subsidiaries of the Company; (xi) other than in the ordinary course of business, (A) make, modify or rescind any material Tax election, (B) change any annual Tax accounting period if such change would result in material Taxes, (C) adopt or change any method of tax accounting except as required by applicable Law, if such change would result in material Taxes, (D) file or amend any material Tax Returns, (E) enter into any material closing agreement, (F) surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, in each case, for an amount materially in excess of the amount accrued or reserved with respect to Taxes, or (G) agree to a waiver or extension of a statute of limitations with respect to Taxes; (xii) (A) change in any material manner any of its methods, principles or practices of accounting in effect at the Financial Statement Date, (B) initiate, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises in an amount not to exceed, individually or in the aggregate, $2,000,000, (C) apply for or enter into any private letter ruling, closing agreement, or other similar agreement, arrangement or determination related to Taxes, except, in the case of clause (A) or (C), as may be required by the SEC, applicable Law or GAAP and with notice thereof to the Parent; (xiii) adopt or enter or make any commitment to adopt or enter into any employee benefit plan, program, policy or agreement that would be an “employee benefit plan” as defined in Section 6.5 and Section 8.1, 3(3) of the ERISA if it were in existence as of the date of this Agreement; (xiv) take any action that would reasonably be expected or exercise any discretion to prevent accelerate the vesting or materially delay payment of, or to fund or in any other way secure the consummation payment of, any award, compensation or benefit under any Company Stock Plan; (xv) initiate, settle or compromise any material Legal Action involving or against the Company or any of its Subsidiaries involving the payment of monetary damages by the Company or any of its Subsidiaries exceeding $2,000,000 in the aggregate, including any shareholder derivative or class action claims arising out of or in connection with the Mergers or the other transactions contemplated hereby, and excluding any Legal Action brought against the Parent Parties arising out of a breach or alleged breach of this Agreement by this Agreement; orthe Parent Parties; (xxvxvi) authorizeamend or modify in any material respect or terminate (excluding terminations upon expiration of the term thereof in accordance with their terms) any Company Material Contracts or waive, release or assign any material rights, claims or benefits of it or its Subsidiaries under any Company Material Contract, or enter into any contractContract that would have been a Company Material Contract had it been entered into prior to this Agreement, agreementexcept in the ordinary course of business consistent with past practice; (xvii) enter into or amend or otherwise modify any Contract or transaction of the type described in Section 3.1(i); (xviii) (A) enter into or amend any employment, commitment consulting, severance, retention, change in control, tax gross-up, deferred compensation, special or arrangement stay bonus, or any other agreement with any officer or director, employee or contractor of the Company or any Subsidiary of the Company, (B) increase the amount of compensation, bonus or other benefits payable to any current or former director, trustee, officer or other employee (other than in the ordinary course of business consistent with past practices) of the Company or the Subsidiaries of the Company, or (C) grant any severance or termination pay or benefits (or any increase in the amount of such pay or benefits) to any current or former director, trustee, officer or other employee of the Company or the Subsidiaries of the Company; (xix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Subsidiary (other than the Mergers); or (xx) agree, resolve or commit to (A) do any action restricted by this Section 4.1 or (B) accept any restriction that would prevent the Company or any of the foregoing. (d) its Subsidiaries from taking any action required by this Section 4.1. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit (i) the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company BoardBoard (based on the recommendation of the Company Special Committee), upon advice of counsel to the Company, is reasonably necessary for the Company to avoid or to continue to avoid incurring entity entity-level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders shareholders of the Company in accordance with this Agreement or otherwise, or to qualify or preserve the status of any Subsidiary of the Company as a partnership or disregarded entity for U.S. federal income Tax purposes or as a Qualified REIT Subsidiary or Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; and (ii) the Company from taking any action, at any time or from time to time, as the Company determines to be necessary to (A) be in compliance at all times with all of its obligations under any Tax Protection Agreement, and (B) avoid liability for any indemnification or other payment under any Tax Protection Agreement; provided, however, that if the Company or any Subsidiary of the Company proposes to take any action pursuant to this paragraph, the Company shall promptly notify Parent and consider in good faith any reasonable request of Parent to take such actions as will reduce any adverse effects on Parent or its direct or indirect owners or affiliates.

Conduct of Business by the Company. (a) The Company covenants and agrees ----------------------------------- that, between from and after the date of this Agreement hereof and the earlier prior to occur of the Effective Time and or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 7.1 (the “Interim Period”"Termination Date"), and except to the extent required by Law, as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed the other parties hereto or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(athe Company: (i) or Section 6.1(c) of the Company Disclosure Letter, the Company shall, and shall cause each of the other Company Entities its Subsidiaries to, (i) conduct its operations according to their ordinary and usual course of business in all material respects in substantially the ordinary course and in a same manner consistent with past practice, and as heretofore conducted; (ii) shall use commercially its reasonable efforts best efforts, and cause each of its Subsidiaries to maintain use its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted)reasonable best efforts, to preserve intact in all material respects its current business organization, organization and goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, current officers and maintain the status of other key employees and preserve its relationships with those persons having business dealings with the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiaryits Subsidiaries; (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated shall confer at such times as the Parent may reasonably request with one or more representatives of the Closing Date Parent to report material operational matters and signed by an officer the general status of ongoing operations; (iv) shall notify the Parent of any emergency or other change in the normal course of its or its Subsidiaries' respective businesses or in the operation of its or its Subsidiaries' respective properties and of any complaints or hearings (or communications indicating that the same may be contemplated) of any Governmental Entity if such emergency, change, complaint, investigation or hearing would have a Material Adverse Effect on the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date.; (cv) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(c) of the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Company Entity of its Subsidiaries that is not wholly owned to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter); (ii) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declare, set apart authorize or pay any dividend dividends on or make any other distributions (whether in cash, stock, property or otherwise) distribution with respect to its outstanding shares of capital stock stock; (vi) shall not, and shall not permit any of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiaryits Subsidiaries to, except for (A) as otherwise provided in this Agreement, establish, enter into or amend any Plan or increase the declaration and payment by compensation payable or to become payable or the Company of regular dividends in accordance with past practice at a rate not benefits provided to exceed the annual rate of $1.50 per share of Company Common Stockits officers or employees, (B) the declaration and payment of dividends subject to such exceptions as are set forth in Section 6.1(c)(iii5.1(vi) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereofSchedule; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under the Company Credit Agreement (A) in the ordinary course of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi5.1(vii) of the Company Disclosure LetterSchedule, enter intoshall not, renewand shall not permit any of its Subsidiaries to, modifyauthorize, amend propose or terminateannounce an intention to authorize or propose, or waive, release, compromise or assign any rights or claims underenter into an agreement with respect to, any Company Lease merger, consolidation or business combination (other than the Merger), any acquisition of a material amount of assets or securities, any lease disposition of a material amount of assets or securities, except (x) for Real Property that, if existing as the sale of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of goods and products manufactured by the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than and held for sale in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceeding, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date for purposes of this Agreement), in each case without consultation with the Parent Board, (BSection 5.1(vii) increase in "material" shall mean any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practice; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvi) enter into any new line of business; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures amount in excess of $100,000 individually or 1 million) and (y) as provided in the Profit and Capital Plan of 1998 previously provided to the Parent and not in excess of $500,000 150 million in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. (a) The Company covenants From and agrees that, between after the date of this Agreement hereof and the earlier prior to occur of the Effective Time or the Termination Date, and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 except (the “Interim Period”), except to the extent required by Law, i) as may be agreed in writing required by Parent law (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or Section 6.1(c) provided that any party availing itself of the Company Disclosure Letter, the Company shall, and shall cause each of such exception must first consult with the other Company Entities to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization, goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(fparty), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent or, (which consent shall not be unreasonably withheld, delayed or conditioned), iii) as may be expressly required or permitted pursuant to this Agreement, the Company: (a) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business in substantially the same manner as heretofore conducted and shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact its business organization and goodwill, prevent adverse change in the financial condition, liabilities, assets, business or as set forth in Section 6.1(a) or 6.1(c) operating results of the Company Disclosure Letter, and prevent the destruction or damage to or loss of any asset of the Company that would have a Material Adverse Effect on the Company; (b) shall, use reasonable efforts and shall notcause each of its Subsidiaries to use reasonable efforts to, keep available the services of its current officers and other key employees, preserve its relationships with those persons having business dealings with the Company and its Subsidiaries, including, without limitation, brokers, agents, suppliers, vender and customers; (c) shall, and shall not cause or permit any other Company Entity each of its Subsidiaries to, do any comply in all material respects with all laws and orders of the following: (i) amend or propose all Governmental Authorities applicable to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter)them; (iid) split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) shall not declare, set apart aside or pay any dividend on dividends on, or make any other distributions (whether in cash, stock, property or otherwise) distribution with respect to shares of capital stock of the Company to, or redeem or purchase any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase or otherwise acquire, directly or indirectly, any outstanding shares of its capital stock or other equity interests of stock, except for the Company or a Company Subsidiarydividends payable with respect to Series A Convertible Preferred Stock and Series B Convertible Preferred Stock consistent with past practices; (ve) except (A) for issuances by a wholly owned Company Subsidiary to the Company shall not authorize or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practice, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant issue any shares of Stock or other securities convertible into or in lieu of or in substitution for shares of its Stock (whether through the Company’s issuance or any granting of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities or other commitments, subscriptions, rights of any kind to acquire any shares of the Company’s or any of the Company Subsidiaries’ capital stock or other equity interests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property or assets at a total value of less than $100,000 in the aggregate in the ordinary course of business consistent with past practice; (viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently purchase or otherwise) for the Indebtedness of any other Person (other than a wholly owned Company Subsidiary), except Indebtedness incurred under upon the Company Credit Agreement (A) in the ordinary course exercise of business consistent with past practice for general corporate purposes (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii)), (B) in connection with the funding of any transaction permitted by this Section 6.1(c), (C) such additional amounts as may be necessary to consummate the acquisitions, capital expenditures and tenant improvements that Options or warrants which are set forth in Section 6.1(c)(viii) of the Company Disclosure Letter; (ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, employees, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or outstanding on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with satisfaction of stock grants or stock based awards made prior to the terms of any existing Company Material Contract that occurs automatically without any action by date hereof pursuant to the Company Option Plans or pursuant to any Company Subsidiary individual agreements such as employment agreements or executive termination agreements (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreement, provided that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c); (xi) except as set forth in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal action, suit, investigation, arbitration or proceeding, in each case made or pending against the Company or any of the Company Subsidiaries (including relating to Taxes other than property tax appeals or disputes) to the extent exceedingcase, individually or in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereof, ); (Cf) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Plan, (D) accelerate the vesting or payment of any award under the Company Equity Plan or of any other compensation or benefits, or (E) grant any awards under the Company Equity Plan or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary except in the ordinary course of business their business, and in a manner consistent with past practice in the case practices, shall not, and shall not permit any of non-officer employeesits Subsidiaries to, authorize or in connection with effect any non-officer employee hires acquisition of assets or the promotion securities, any disposition of assets or securities or any non-officer employees, consistent with past practicerelease or relinquishment of a Company Material Contract; (xvg) fail to maintain all financial books shall not, and records in all material respects in accordance with GAAP shall not permit any of its Subsidiaries to, enter into joint venture, partnership or similar arrangement; (h) shall not propose or adopt any interpretation thereof) or make any material change amendments to its methods of accounting in effect at December 31, 2013, corporate charter or bylaws; (i) except as required by a change in GAAP law, shall not, and shall not permit any of its Subsidiaries to (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvii) enter into into, declare or amend in any new line respect the terms of business; its Company Plans; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the Merger; (xx) form any new funds or joint ventures; (xxi) make or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (Aii) enter into any Company Tax Protection Agreementinto, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file adopt or amend any material Tax Returncompensation, (E) enter into severance, bonus or similar agreements or arrangements with any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, director or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreementofficer; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise.

Conduct of Business by the Company. (a) The Company covenants and agrees that, between From the date Effective Date to the earlier of the Closing Date or the termination of this Agreement and the earlier to occur Agreement, except (i) as expressly required or contemplated by this Agreement, (ii) as may be required by applicable Law, (iii) as required by a Governmental Authority, (iv) for matters set forth on Section 6.3 of the Effective Time Company Disclosure Schedules, (v) cash payments by any Company Entity in connection with the Growth Capex Plan, (vi) cash payments as permitted by Section 6.3d); and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 (the “Interim Period”), except vii) to the extent required by Law, as may be agreed Buyer REIT shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditionedconditioned and any such request for consent shall be responded to by Buyer REIT within five (5) Business Days following receipt thereof), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(aeach Company agrees that: (a) or Section 6.1(c) of the Company Disclosure Letter, the Such Company shall, and shall cause each of the other Company Entities its Subsidiaries to, (i) conduct its except as required by any COVID-19 Measures, carry on their business in all material respects the Ordinary Course of Business (including, for the avoidance of doubt, by using commercially reasonable efforts to address any force majeure events, subject to compliance with Buyer REIT’s consent rights in the ordinary course and in a manner consistent with past practice, Section 6.3b)) and (ii) except as required by any COVID-19 Measures, use commercially reasonable efforts to (A) maintain its their material assets and properties (including the Owned Real Property and Leased Real Property) in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the such Company’s or the Company its Subsidiaries’ control excepted), (B) preserve intact in all material respects its their respective current business organization, goodwill, ongoing businesses and relationships significant relationship with Third Partiesthird parties, (C) keep available the services of its present officersofficers and other key employees; provided, maintain all however, that no action by such Company Insurance Policies, and maintain the status or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.3b) shall be deemed a breach of this Section 6.3a) unless such action would constitute a breach of one or more of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or a Taxable REIT Subsidiaryprovisions of Section 6.3b); and (b) The Company shall (i) use its commercially reasonable efforts to obtain the opinions of counsel referred to in Section 7.2(e) and Section 7.3(f), (ii) deliver to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) an officer’s certificate, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and DLA Piper (US) to render the opinion described in Section 7.2(f) and Section 7.3(f), respectively, on the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and on the Closing Date (a “Company Tax Representation Letter”) and (iii) deliver to DLA Piper (US) an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company as shall be reasonably necessary or appropriate to enable DLA Piper (US) to render the opinion described in Section 7.2(e) on the Closing Date. (c) Without limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except to the extent required by Law, as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), as may be expressly required or permitted pursuant to this Agreement, or as set forth in Section 6.1(a) or 6.1(c) of the Company Disclosure Letter, the Such Company shall not, and shall not cause or permit any other Company Entity of its Subsidiaries to, do any of the following: (i) amend or propose to amend the Company Charter or Company Bylaws (or such equivalent organizational or governing documents of any Company Subsidiary) if such amendment would be materially adverse to the Company or Parent, or create an Excepted Holder Limit (as defined in the Company Charter)modify its Organizational Documents; (ii) splitissue, combineauthorize to issue, reclassify sell, grant, pledge, transfer or subdivide any shares of stock dispose of, or other equity securities or ownership interests of the Company or any Company Subsidiary (other than any wholly owned Company Subsidiary); (iii) declarerepurchase, set apart or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or any Company Subsidiary or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the declaration and payment by the Company of regular dividends in accordance with past practice at a rate not to exceed the annual rate of $1.50 per share of Company Common Stock, (B) the declaration and payment of dividends as set forth in Section 6.1(c)(iii) of the Company Disclosure Letter, (C) the declaration and payment of dividends in accordance with Section 6.14, (D) the declaration and payment of dividends or other distributions to the Company by any directly or indirectly wholly owned Company Subsidiary, and (E) distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the requirements of the organizational documents of such Company Subsidiary; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(c)(iii), the Company and any Company Subsidiary shall be permitted to make distributions, including under Sections 857, 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid or reduce the imposition of any entity level income or excise Tax under the Code; (iv) redeem, repurchase purchase or otherwise acquire, directly or indirectly, acquire any shares of its capital stock or other equity interests of the Company or a Company Subsidiary; (v) except (A) for issuances by a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, (B) in the ordinary course of business consistent with past practiceinterests, or (C) as otherwise contemplated in Section 6.1(c)(v) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of the Company’s or any of the Company Subsidiaries’ capital stock, or any options, warrants, convertible securities securities, commitments, purchase rights, subscription rights, conversion rights, exchange rights, or other agreements or rights of any kind to purchase or otherwise acquire any shares of the Company’s or any of the Company Subsidiaries’ its capital stock or other equity interests, or grant any stock appreciation, phantom stock, profit participation, or similar rights, in each case other than to one or more other Company Entities; (iii) effect or adopt a plan (or consummate an existing plan) of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, reclassification, combination, subdivision, stock split or like change in its capitalization; (iv) apply for, utilize, obtain, rely on or otherwise take advantage of any loans, funding, grants, assistance, relief or other benefits of any kind under (A) the Small Business Administration Paycheck Protection Program, (B) the CARES Act, including the deferral of employment taxes or (C) any other similar COVID-19 Measures; (v) (A) adopt or change a material method of Tax accounting, (B) adopt or change any annual Tax accounting period, (C) make any material Tax election, (D) change or rescind any material Tax election, (E) file any amended material Tax Return, (F) enter into any closing agreement related to a material amount of Taxes, (G) settle, compromise, concede or abandon any material Tax claim or assessment relating to such Company or any of its Subsidiaries, (H) surrender any right to claim a material refund of Taxes, (I) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to such Company or any of its Subsidiaries or (J) take any other similar action relating to the filing of any material Tax Return or the payment of any material Tax; (vi) declare, set aside or pay any dividends on or make other distributions (whether in cash, stock or property or otherwise) in respect of any of its capital stock or other Equity Interests, in each case other than dividends or distributions by Company Entities to other Company Entities (or, in the case of Company Entities that are not wholly owned Subsidiaries, to the other holders of Equity Interests in such Company Entities); (vii) except in connection with additional draws under any existing Indebtedness of such Company or its Subsidiaries or letters of credit issued for the account of such Company or its Subsidiaries made in the Ordinary Course of Business, (A) incur, create, assume, guarantee or be liable for, refinance, replace or prepay any Indebtedness for borrowed money or issue any debt securities in excess of $5,000,000 individually or $10,000,000 in the aggregate, (B) make any loans or advances, or make any capital contributions to, or invest in, any other Person (other than a Company Entity); (C) commit to make or make capital expenditures, other than as set forth in the Growth Capex Plan or replacements of personal property in the Ordinary Course of Business; or (D) issue or sell debt securities or warrants or other rights to acquire any debt securities of any Company Entity or guarantee any debt securities of another Person; (viii) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $25,000 acquired (A) in the aggregateOrdinary Course of Business pursuant to the Company Entities’ maintenance capital expense plan or (B) otherwise consistent with the Growth Capex Plan), corporation, partnership, limited liability company, other business organization or division thereof or any division or material amount of assets thereofassets; (viiix) sell, mortgage, pledge, lease, assign, transfer, license, abandon or dispose of or encumberencumber (A) real property, or effect a deed in lieu of foreclosure with respect to, any property or assets, except sales, transfers or other dispositions of any property businesses or assets at having a total value in excess of less than $100,000 500,000 individually or $2,000,000 in the aggregate in the ordinary course of business consistent with past practiceor (B) material Intellectual Property owned by such Company except for Permitted Encumbrances; (viiix) incurlease (as lessee) or agree to lease (as lessee) any material real property, createor amend, assumevary or surrender (or agree to amend, refinance, replace vary or prepay surrender) any Indebtedness for borrowed money Leased Real Property or issue Leases; (xi) grant or amend permit the terms attachment of any debt securities of the Company or Encumbrances on any of the Company Subsidiaries or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (Real Property other than a wholly owned Company Subsidiary)Permitted Encumbrances; (xii) except as required by Law, except Indebtedness incurred under the Company Credit Agreement (A) increase in any respect the ordinary course of business consistent with past practice for general corporate purposes compensation or benefits of, or enter into any compensation (including to the extent necessary to pay permitted dividends pursuant to Section 6.1(c)(iii))base salary and annual bonus opportunity) or benefit agreement or arrangement with, any individual with base annual compensation in excess of $200,000, (B) adopt, establish, enter into, terminate or amend in connection with any material respect any Company Plan, or accelerate the time of payment, vesting or funding of any transaction permitted by this Section 6.1(ccompensation or benefits under any Company Plan (including any plan or arrangement that would be a Company Plan if it was in effect on the Effective Date), (C) hire or terminate (other than for “cause”) any individual with base annual compensation in excess of $200,000 or promote or appoint any individual to a position of officer or director of such additional amounts as may be necessary to consummate Company or any of its Subsidiaries or (D) enter into any severance or retention agreements in connection with the acquisitions, capital expenditures and tenant improvements that are set forth in Section 6.1(c)(viii) Transactions or outside of the Company Disclosure LetterOrdinary Course of Business; (ixxiii) make except as required by the terms of collective bargaining agreements as in effect on the date hereof, commence, modify or cease any loans, advances or capital contributions to, or investments inany obligation to contribute to, any other Person Multiemployer Plan; (including to xiv) implement any of its officers, directors, employees, Affiliates, agents or consultants), employee layoffs requiring notice under the WARN Act; (xv) make any change in its existing borrowing any method of accounting for financial reporting, except for any such change after the Effective Date required by reason of a concurrent change in or lending arrangements for or on behalf interpretation of such Persons, or GAAP; (xvi) (A) enter into any “keep well” agreement or similar agreement arrangement that if entered into prior to maintain the financial condition of another entityEffective Date would be a Material Contract or (B) amend, modify, renew, assign, terminate or waive any material right under any Material Contract, other than (A) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary, and (B) loans or advances (i) required to be made under any of the Company Leases, including without limitation any ground lease pursuant to which any Third Party is a lessee or sublessee on any Company Property, or (ii) made to a Third Person tenants in the ordinary course of business consistent with past practice in amounts not to exceed $250,000 individually and $1,000,000 in the aggregate; (x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any Contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing Company Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (other than notice of renewal), (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the by such Company or any Company Subsidiary is a party as required or necessitated by this Agreement or transactions contemplated by this Agreementof its Subsidiaries, provided that any such modificationin each case, amendment, waiver or consent does not increase outside the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or Parent, (C) as may be reasonably necessary to comply with the terms Ordinary Course of this Agreement; or (D) as otherwise expressly permitted by this Section 6.1(c)Business; (xixvii) except as set forth engage in Section 6.1(c)(xi) of the Company Disclosure Letter, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Lease (or any lease for Real Property that, if existing as of the date hereof, would be a Company Lease); (xii) waive, release, assign any material rights or claims or make any payment, direct or indirect, of any liability of the Company or any Company Subsidiary before the same comes due in accordance with its terms, other than in the ordinary course of business consistent with past practice; (xiii) settle or compromise (A) any legal actionpractice intended to have the effect of accelerating to the pre-Closing period collections of receivables or revenue that would otherwise be expected (in the Ordinary Course of Business) to be made in post-Closing periods (including incremental discounting, suit, investigation, arbitration changes in invoicing terms or proceeding, in each case made other similar practices) or pending against (B) any practice intended to have the effect of postponing to post-Closing periods payments by such Company or any of the Subsidiaries that would otherwise be expected (in the Ordinary Course of Business) to be made in the pre-Closing period; (xviii) pay, waive, release, assign, discharge, settle or compromise any pending or threatened Proceeding or claim (whether or not commenced prior to the Effective Date), which (A) involves payment to or by such Company or any of its Subsidiaries (including relating to Taxes other than property tax appeals exclusive of attorney’s fees) in excess of $500,000 in any single instance or disputes) to the extent exceeding, individually or in excess of $2,000,000 in the aggregate, $100,000), and (B) any legal action, suit or proceeding involving any present, former or purported holder or group imposes material restrictions on the operations of holders of the Company Common Stock other than in accordance with Section 6.7; (xiv) except as required by applicable Law or as set forth in Section 6.1(c)(xiv) of the Company Disclosure Letter, (A) hire any officer (with a title of vice president or higher) of the such Company or promote or appoint any Person to a position of officer (with a title of vice president or higher) of the Company (other than to replace any officer that departs after the date of this Agreement), in each case without consultation with the Parent Board, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of the Company’s directors or officers not required by any plan or arrangement as in effect on the date hereofits Subsidiaries, (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement contract or other compensation or is by equity holders of such Company Benefit Plan or any employee benefit plan that if entered into or adopted would be a Company Benefit Planother Person and relates to the Transactions, (D) accelerate after the vesting Closing Date will require such Company or payment of its Subsidiaries to satisfy any award under the Company Equity Plan or of any other compensation or benefits, obligation or (E) grant imposes any awards under the Company Equity Plan equitable or any bonus, incentive, performance or other compensation plan or arrangement, other than, with respect to clauses (C) and (E) (as to nonequity awards only), increases in salary in the ordinary course of business and consistent with past practice in the case of non-officer employees, or in connection with any non-officer employee hires or the promotion of any non-officer employees, consistent with past practiceinjunctive relief; (xv) fail to maintain all financial books and records in all material respects in accordance with GAAP (or any interpretation thereof) or make any material change to its methods of accounting in effect at December 31, 2013, except as required by a change in GAAP (or any interpretation thereof) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC; (xvixix) enter into any new line of business; (xvii) fail to duly and timely file all business material reports and other material documents required to be filed with the SEC or any other Governmental Authority, subject to extensions permitted by Law or applicable rules and regulations; (xviii) take any action, or fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary (1) to cease to be treated as any of (x) a partnership or disregarded entity for U.S. federal income Tax purposes or (y) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, or (2) that is not treated as a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code as the date hereof to be so treated; (xix) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except by a Company Subsidiary in connection with any permitted acquisitions in a manner that would not reasonably be expected to be adverse to the Company or to prevent or impair the ability of the Company to consummate the MergerEntities, taken as a whole; (xx) form cancel, terminate, fail to keep in place or reduce the amount of any new funds or joint ventures;insurance coverage provided by the Insurance Policies without obtaining substantially equivalent (in the aggregate) substitute insurance coverage; or (xxi) make agree or commit to make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (xxii) amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with the financial advisor referenced in Section 4.23 in a manner materially adverse to the Company, any Company Subsidiary or the Parent or engage other financial advisors in connection with the transactions contemplated by this Agreement; (xxiii) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) enter into any material closing agreement related to Taxes, (F) knowingly surrender any right to claim any material Tax refund, or (G) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case as reasonably necessary to (1) comply with Law or (2) (x) preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for U.S. federal income Tax purposes or as a REIT, Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxiv) subject to Section 6.5 and Section 8.1, take any action that would reasonably be expected to prevent or materially delay the consummation of transactions contemplated by this Agreement; or (xxv) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoingabove. (c) From the Effective Date to the earlier of the Closing Date or the termination of this Agreement, the Company Entities shall make capital expenditures in accordance with the Growth Capex Plan. (d) Notwithstanding anything to the contrary set forth in this AgreementThe Sellers may, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company Board, upon advice of counsel to the Company, is reasonably necessary for the Company to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective TimeClosing Date, including making dividend (x) sweep, or cause to be swept, funds from bank accounts maintained by any Company Entities to other distribution payments bank accounts of any Seller or any of their Affiliates, or (y) otherwise transfer, or cause to stockholders be transferred, to any Seller or any of their Affiliates all freely available cash and cash equivalents of the Company in accordance with this Agreement Entities or otherwiseuse such freely available cash and cash equivalents to repay Indebtedness.