Common use of Conduct of Business Prior to Closing Clause in Contracts

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From the date hereof until Execution Date through the Closing Date or the earlier termination of this Agreement, except as expressly contemplated by this Agreement or with Purchaser’s prior written consent, and except for any limitations directly imposed on Sellers as a result of, and related to, their status as debtors-in-possession in the Bankruptcy Cases, and except to the extent expressly required or permitted under the DIP Credit Agreement, the Bankruptcy Code, other applicable Law or any ruling or order of the Bankruptcy Court: (i) Sellers shall not take any action that would reasonably be expected to result in an Event of Default (as defined therein) under the DIP Credit Agreement; (ii) Sellers shall not directly or indirectly sell or otherwise transfer, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer, any of the Acquired Assets other than (A) the sale of inventory in the ordinary course of business, (B) the use of cash collateral in accordance with Article 11the DIP Credit Agreement or the DIP Orders or (C) pursuant to any Alternate Transaction entered into in accordance with the Bidding Procedures Order and subsequently approved by the Bankruptcy Court; (iii) Sellers shall not permit, offer, agree or commit (in writing or otherwise) to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except as otherwise expressly provided for Permitted Liens, Liens granted in this Agreementconnection with the DIP Credit Agreement and Liens set forth on Schedule 4.5; (iv) Sellers shall notify Purchaser promptly in writing of any Material Adverse Effect; (v) Sellers shall not (1) increase the annual level of compensation payable or to become payable by Sellers to any of their directors or Employees, other than increases in the Target LLCs shallordinary course of business to an Employee with a base salary of less than $100,000 per year, and Advisor Parent shall cause (2) grant, or establish or modify any targets, goals, pools or similar provisions in respect of, any bonus, benefit or other direct or indirect compensation to or for any director or Employee, or increase the Target Companies and the other Advisor Partiescoverage or benefits available under any (or create any new) Employee Benefit Plan, or (3) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which any Seller is a party or involving a director or Employee of Sellers, except, in each case, as applicablerequired by Law, to: or as required by any plans, programs or agreements existing on the Execution Date and disclosed on Schedule 4.10(a) or Schedule 4.11(a); (ivi) use commercially reasonable efforts to conduct the business of each Target Company Sellers shall comply in all material respects and the business of any other Advisor Party in with all material respects as it relates Laws applicable to Sellers or having jurisdiction over the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; or any Acquired Asset; (iivii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent Sellers shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a1) sell, lease, encumber, transfer, license or dispose of enter into any Business Assets or material properties or assets of any of the Target Companies, Contract (other than in the ordinary course of business consistent business) that would constitute a Material Contract, if in effect on the Execution Date or (2) assume, amend, modify or terminate any Material Contract to which any Seller is a party or by which any Seller is bound and that is used in or related to the Business or the Acquired Assets (including any Assigned Contract), or fail to exercise any renewal right with past practicerespect to any Material Contract (including any Real Property Lease) that by its terms would otherwise expire; (bviii) Sellers shall not cancel or compromise any material debt or claim or waive or release any right of Sellers that constitutes an Acquired Asset; (ix) Sellers shall not enter into any commitment for capital expenditures, except pursuant to the Budget; (x) Sellers shall not assign, sublet, pledge, encumber, terminate (other than those Real Property Leases that will terminate by their terms), amend or terminate modify in any Identified Contractmanner any Real Property Lease or Owned Real Property; (xi) Subject to the impact of the Bankruptcy Cases on the Business, other than Sellers shall use reasonable best efforts to (1) conduct the Business in substantially the same manner as conducted as of the Execution Date only in the ordinary course, (2) preserve the existing business organization and management of the Business intact, (3) keep available the services of the Employees, to the extent reasonably feasible, and (4) maintain the existing relations with customers, distributors, suppliers, creditors, business partners, employees and others having business dealings with the Business, to the extent reasonably feasible; (xii) Sellers shall use best efforts to pay all accounts payable and collect all Accounts Receivable only in the ordinary course of business; (cxiii) fail to timely pay any account payable Sellers shall at all times maintain all of the tangible Acquired Assets, used, held for use or useful in the ordinary course conduct of business, other than amounts that are subject to dispute the Business and keep the same in good faith; repair, working order and condition (dtaking into consideration ordinary wear and tear) take any action or fail and from time to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions totime make, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit cause to be made, changed all necessary or revokedappropriate repairs, replacements and improvements thereto consistent with past practice; (xiv) any Sellers file all material Tax election Returns and pay or deposit all material Taxes on a timely basis and in a manner that would be binding on the Target Companies following the Closing; amend accordance with past practice; (xv) No Seller shall make or change any material election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return of the Target Companies; change the Tax classification of any Target Company; or Return, enter into any “closing agreement” with , settle any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation Tax claim or benefits of any Employee, accelerate vesting of any benefit or payment assessment relating to any Employee or pay or otherwise grant Seller, surrender any benefit with respect right to claim a refund of Taxes, consent to any Employeeextension or waiver of the limitation period applicable to any Tax claim or assessment relating to any Seller, or enter into take any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of similar action relating to the business filing of the Target Companies any Tax Return or the Business Assets having an individual or aggregate value in excess payment of $2,500,000;any Tax; and (mxvi) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount Sellers shall not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree agree, commit or otherwise commit to take, offer (in writing or cause GNL or RTL to take or to agree or otherwise commit otherwise) to take, any action that would reasonably be expected to, individually or actions in the aggregate, prevent, materially delay or materially impede the consummation violation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8foregoing.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not------------------------------------ Closing Date, and Advisor Parent except to the extent that Purchaser shall cause otherwise consent in writing, Seller, with respect to the Target LLCs not toBusiness, shall: (a) selloperate the business substantially as previously operated and only in the regular and ordinary course; (b) not purchase or acquire any assets or properties, leasewhether real or personal, encumbertangible or intangible, transferthat if acquired would be an Acquired Asset hereunder, license and not sell or otherwise dispose of any Business Assets real or material properties personal property or assets of any of the Target Companiesasset that would have been an Acquired Asset hereunder, other than except in the ordinary course of business and consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course of businesspractices; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow Acquired Assets in their present order and condition, reasonable wear and use excepted, and deliver the lapse or termination of material Acquired Assets to Purchaser on the Closing Date in such condition, and maintain all policies of insurance unless contemporaneously replaced; (h) change (or permit covering the Acquired Assets in amounts and on terms substantially equivalent to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) those in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding effect on the date hereof; (od) initiate any claimtake all steps reasonably necessary to maintain the Intellectual Property and other intangible assets of Seller; (e) pay all accounts payable in accordance with past practice and collect all accounts receivable in accordance with past practice, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating but not less than in accordance with prudent business practices; (f) comply with all laws applicable to the Target Companies conduct of the Business of Seller where the failure to so comply would have a material and adverse effect on the Business or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Acquired Assets; (pg) enter maintain the Books and Records of the Business in the usual, regular, and ordinary manner, on a basis consistent with past practices and prepare and file all foreign, federal, state, and local tax returns and amendments thereto required to be filed by Seller after taking into a collective bargaining agreement or account any other agreement with a union, works council or other labor organization;extensions of time granted by such taxing authorities; and (qh) hire or terminate any executive officer or director use reasonable best efforts to preserve the goodwill and patronage of any Employer or Target Company other than (i) its customers, Employees, suppliers and others having a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8business relationship with Seller.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance Except for actions taken with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (Buyer, which consent shall not be unreasonably withheld, conditioned or delayed), from the Target Companies date of this Agreement until the Closing Date, Seller shall notconduct the Business in the ordinary course consistent with Seller’s past practice, and Advisor Parent shall cause the Target LLCs not toSeller shall: (a) selluse its best efforts to maintain the Business intact, leaseto market, encumberpromote, transfersell and distribute the Products consistently with Seller’s past practice, license or dispose of any Business Assets or material properties or assets of any and to preserve the goodwill of the Target Companies, other than in Business and present relationships with the ordinary course customers and suppliers of the Business and others with whom the Business has business consistent with past practicerelations; (b) amend or terminate maintain the Leased Real Property, buildings, structures and other improvements and machinery and equipment constituting any Identified Contractof the Assets in good operating condition and repair, other than reasonable wear and tear excepted; (c) meet the contractual obligations of the Business and perform and pay its obligations as they mature in the ordinary course of business; (cd) fail make payments and filings required to timely pay any account payable continue the Intellectual Property and continue to prosecute and maintain all pending applications therefor in the ordinary course of business, other than amounts that all jurisdictions in which such applications are subject to dispute in good faithpending; (de) comply with all Judgments, all laws, statutes, rules, ordinances and regulations promulgated by any Governmental Body and all Permits applicable to the conduct of the Business or the ownership or operation of the Assets or the Facilities, and maintain, and prosecute applications for, such Permits and pay all Taxes, assessments and other charges applicable thereto; (f) promptly advise Buyer in writing of any material adverse change in the Assets or the conduct, business, operations, properties, condition (financial or otherwise) or prospects of the Business; (g) not take any action action, or fail omit to take any action, which that would result in any of Seller’s representations and warranties made herein being inaccurate at the time of such action or failure that would adversely affect GNL or RTL’s qualification omission as a REIT or GNL OP’s or RTL OP’s qualification if made at and as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replacedtime; (h) change (or permit give notice to be changed) Buyer promptly upon becoming aware of any material accounting inaccuracy of any of Seller’s representations or Tax procedure, method warranties made herein or practice (including in the Disclosure Memorandum or of any material method event or state of accounting for Tax purposes) in a manner facts that would be binding on result in any such representation or warranty being inaccurate at the Target Companies following the Closingtime of such event or state of facts as if made at and as of such time (any such notice to describe such inaccuracy, event or state of facts in reasonable detail); make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing;and (i) increase in any manner the compensation not solicit, approach or benefits of any Employee, accelerate vesting of any benefit or payment furnish information to any Employee or pay or otherwise grant any benefit with respect to any Employeeprospective buyer, or enter into negotiate with any contract to do third party concerning the sale or transfer of the Assets, the Business or any part thereof, whether any of the foregoingsuch actions are taken directly or indirectly, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on through a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, representative or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From Prior to the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11Closing, except as otherwise expressly provided in contemplated by this Agreement, the Target LLCs shall, and Advisor Parent shall Sellers agree that they will cause the Target Transferred Companies and the other Advisor Parties, as applicable, to: to (ia) use commercially reasonable efforts to conduct the their business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements Ordinary Course of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; Business and (iiib) use commercially reasonable efforts conduct their respective businesses in a manner such that the conditions to preserve its relationships with others having business dealings with it relating Closing set forth in Sections 4.1 and 4.2 would reasonably be expected to the business of each Target Company or the Business Assetsbe satisfied. Without limiting the generality of the foregoing, without the prior consent of the Buyer, the Sellers will cause each of the Transferred Companies not to, and each of the Transferred Companies shall not, take any action as a result of which any of the changes or events listed in Section 2.9 (other than any action or event referred to in clause (a) thereof) is likely to occur or enter into any Contract that, if in existence on the date of this Agreement, would have been required to be listed in Section 2.14 of the Disclosure Letter (other than any extension or renewal of a Contract listed on Section 2.14 of the Disclosure Schedule on terms substantially similar to the terms of such Contract on the date hereof), except as otherwise expressly contemplated by this Agreement. Notwithstanding the foregoing, from (i) the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent Sellers agree that they shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license transfer to Nortek or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officersAffiliates (other than a Transferred Company) prior to Closing of (x) the real estate and facility owned by Napco, directorsInc. in Butler, AffiliatesPA and (y) all of the stock of Xxxxxxx Canada Limited, agents or consultants)and (ii) the Sellers shall approve in a timely manner the request for capital expenditures totaling approximately $1,400,000 in respect of the Fair Bluff, make any change in its existing borrowing or lending arrangements for or on behalf NC facility capacity expansion project and shall cause to be spent the portion of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit amount scheduled to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) spent prior to the Closing in a manner that would be binding on accordance with the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as schedule set forth on Schedule 5.1(iExhibit 6.2 hereto (it being understood that the Sellers shall not have any responsibility to make any expenditure of the remaining portion of such amount); (j) commit . Buyer acknowledges that the Sellers operate a centralized cash management system and that substantially all of the cash of the Transferred Companies has been, and will continue to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documentsbe, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating distributed to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to ClosingSellers; provided, however, for that the avoidance Sellers shall not remove from the Transferred Companies any restricted cash held in connection with any industrial revenue bond financing otherwise than in respect of doubtthe payment of capital expenditures in connection with the facility or assets to which such industrial revenue bond financing relates; provided, further, that none the amount of any such cash on account with the Transferred Companies as of the Advisor Parties nor any of their Subsidiaries Closing Date shall agree to, or shall, settle any claim, action, suit or proceeding if increase the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination Purchase Price payable under Section 1.2 dollar for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8dollar.

Conduct of Business Prior to Closing. From Except as expressly provided, permitted, required or contemplated herein or in the Merger Agreement, as required in order for the IASIS Parties to comply with their obligations under the Merger Agreement, as set forth on Schedule 4.1, or as required by contract in effect on the date hereof until or by Law, or as consented to in writing by the MPT Parties, during the period commencing on the date of this Agreement and ending at the Closing Date or the earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent each Seller shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the act and carry on its business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice Ordinary Course of Business and in compliance with the requirements none of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company Sellers shall, directly or the Business Assets. Without limiting the generality indirectly, do any of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, following without the prior written consent of GNL and the Internalization Subs MPT Parties (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to:): (a) sell, lease, encumber, transfer, license convey, or dispose of any Business Assets or material properties or assets of assign any of the Target Companies, Owned Real Property or the Acquired Assets to any Person other than in the ordinary course of business consistent with past practiceMPT Parties or their Affiliates; (b) amend make or terminate revoke any Identified Contract, Tax election related to or affecting the Owned Real Property or the Acquired Assets other than in the ordinary course Ordinary Course of businessBusiness; (c) fail intentionally create or consent to timely pay any account payable in the ordinary course of businessEncumbrance, other than amounts that are subject to dispute Permitted Encumbrances and those presently in good faithexistence, upon any of the Owned Real Property or the Acquired Assets; (d) take except as otherwise expressly permitted herein, enter into, agree to enter into, terminate or materially modify any action Tenant Lease or fail to take any actionCollateral Lease, which action other than new Tenant Leases or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership Collateral Leases for U.S. federal income tax purposes;annual payments of less than $150,000 and renewals of existing leases (including renewals of existing Tenant Leases and Collateral Leases); or (e) enter into any new line of business; (f) make any loansexecutory agreement, advances commitment or capital contributions toundertaking, whether in writing or investments inotherwise, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in activities prohibited by the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assetsforegoing provision, or otherwisepermit any of its directors, any business officers, partners, or Person or division thereof; (l) cancel any debts or waive any claims or rights group of relating Persons possessing and/or exercising similar authority to authorize the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect taking of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of prohibited by the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8provisions.

Conduct of Business Prior to Closing. From During the period between the date hereof of this Agreement until the Closing or earlier to occur of the termination of this Agreement in accordance with Article 11Section 11.1 or Section 11.2 or the Closing Date (the “Pre-Closing Period”), except as otherwise expressly provided in this Agreement, the Target LLCs shallNuprim Shareholders, and Advisor Parent Nuprim Shareholders’ Representative shall cause the Target Companies and the other Advisor Parties, as applicable, use commercially reasonable efforts to: (i) use commercially reasonable efforts to conduct the business of each Target Company preserve intact in all material respects the present business organization of Nuprim and the business of any other Advisor Party in all material respects as it relates to operate the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements Ordinary Course of the Advisory Agreements and the Property Management AgreementsBusiness; (ii) use commercially reasonable efforts to keep available maintain and preserve intact the services business, assets and properties of its present officers and employees who provide material services to GNL and RTL and their SubsidiariesNuprim; and (iii) use commercially reasonable efforts maintain the books of account, records and files of Nuprim, all in the Ordinary Course of Business; (iv) maintain in full force and effect the Company Insurance Policies described on Schedule 5.20 (or the renewal or replacement policies of such policies) and (v) inform Motif in writing of any event or circumstance that has or would reasonably be expected to preserve its relationships with others having business dealings with it relating have, a Material Adverse Effect, or which constitutes a breach of any representation, warranty or covenant set forth herein, promptly, and in any event prior to the business Closing Date and within two (2) Business Days after the occurrence of each Target Company any such event or the Business Assetscircumstances to Nuprim’s Knowledge. Without limiting the generality of the foregoing, except Except as otherwise specifically contemplated by this AgreementAgreement or any documents or instruments executed in connection with the consummation of the Transactions, from the date hereof to the ClosingNuprim Shareholders and Nuprim Shareholders’ Representative covenant that they shall not, without and shall cause Nuprim not to, absent the prior written consent of GNL and the Internalization Subs (Motif, which consent shall not be unreasonably withheld, conditioned or delayed), from and after the Target Companies shall not, date of this Agreement and Advisor Parent shall cause until the Target LLCs not toearlier of the Closing Date or the termination of this Agreement in accordance with its terms: (a) sell, lease, encumber, transfer, license issue or dispose sell any equity securities or debt securities of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practiceNuprim; (b) amend directly or terminate indirectly purchase, redeem or otherwise acquire or dispose of any Identified Contract, other than in the ordinary course capital stock of businessNuprim; (c) fail to timely pay split, combine or reclassify any account payable in of the ordinary course outstanding shares or classes of business, other than amounts that are subject to dispute in good faithcapital stock of Nuprim; (d) take any action adopt a plan of complete or fail partial liquidation, dissolution, merger (other than pursuant to take any actionthis Agreement), which action consolidation, restructuring, recapitalization or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposesother reorganization of Nuprim; (e) enter into declare, set aside or pay any new line dividend or other distribution, except for the declaration and payment of businessany cash dividend or distribution of cash equivalents, so long as any such cash dividends or distributions are made prior to the Closing Date; (f) incur, assume or guarantee any Company Debt or make any loans, loans or advances or capital contributions to, or investments in, any other Person Person; (including g) subject Nuprim’s material assets (real, personal or mixed, tangible or intangible), including, but not limited to the Iclaprim Assets, to any Lien, except for Permitted Liens; (h) permit or allow the sale, lease, transfer, abandonment, cancellation or disposition of its officersany of Nuprim’s material assets (real, directorspersonal or mixed, Affiliatestangible or intangible, agents including, but not limited to the Iclaprim Assets, including the Company Intellectual Property) other than transactions in the Ordinary Course of Business; (i) make any commitments for capital expenditures that aggregate in excess of $50,000; (j) make any amendments to the Charter or consultants), Bylaws of Nuprim; (k) make any change in its existing borrowing Nuprim’s accounting methods or lending arrangements for practices; (l) enter into any partnership, limited liability company or on behalf joint venture agreement; (m) waive or release any rights of material value, or cancel, compromise, release or assign any material indebtedness owed to Nuprim; (n) cancel or terminate any material insurance policy naming Nuprim as a beneficiary or a loss payable payee unless the same shall be replaced with one or more insurance policies providing coverage reasonably comparable in scope and terms and Motif has been provided with prompt written notice of such Personscancellation or termination; (o) enter into any Contract by which the Business or any of the assets or properties of Nuprim would be bound or affected that restricts in any material respect the operation of the Business or Nuprim’s assets or properties, from engaging in any line of business in any geographic area or competing with any Person; (p) terminate or make any material amendment to a Material Contract, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner Contract that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election a Material Contract if it had been in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding effect on the date hereof; (oq) initiate compromise, settle, grant any claimwaiver or release relating to, actionor otherwise adjust, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to Claim of Nuprim having a value in the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not aggregate in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to100,000, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000that imposes non-monetary relief; (r) make take or authorize omit to take any change action which if taken or omitted prior to the date hereof would constitute a breach of any of the representations or warranties set forth in its Organizational DocumentsArticle V of this Agreement; (s) abandon, encumber, assign, convey title (in whole enter into any labor or in part), exclusively license collective bargaining agreement or grant make any right commitment or other licenses incur any liability to Intellectual Propertyany labor organization relating to any employees; (t) takeadopt or authorize any Company Benefit Plan except as may be required by any applicable Law, or: (i) establish any benefit under any Company Benefit Plan (except as may be required by any applicable Law); (ii) hire any employee; or agree (iii) enter into any employment or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated herebyconsulting agreement; or (u) take, or agree or otherwise commit to take, do any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8foregoing.

Conduct of Business Prior to Closing. From Between the date hereof until of the Closing or earlier termination execution of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreementand the Closing, the Target LLCs shall, and Advisor Parent shall cause the Target Companies Borrower and the other Advisor Guarantor Parties: (a) shall not enter into any agreements of any nature relating to or affecting the Loan Collateral or the business of the Borrower or Guarantor, including any agreement which may restrict the Borrower or Guarantor, as applicable, to: from operating its business as currently conducted unless the written consent of the Lender shall first be obtained, (ib) shall not convey or remove from any location where now located, any of the Loan Collateral to be conveyed under the Conveyance Documents, (c) shall not cancel any insurance policies with respect to the Loan Collateral and shall preserve and maintain its permits and licenses including any cannabis related licenses, (d) shall use commercially reasonable efforts to conduct continue to operate the business of each Target Company in all material respects Cannabis Business and the business of any other Advisor Party in all material respects as it relates to the Business Assets Loan Collateral in the ordinary course, course consistent with past practice and in compliance with practice, subject to the requirements availability of the Advisory Agreements sufficient working capital and the Property Management Agreements; Borrower and Guarantor’s reasonable business judgment, (iie) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) shall use commercially reasonable efforts to preserve the rights, franchises, goodwill and relationships of its relationships with employees, customers, lenders, suppliers, regulators and others having business dealings relationships with it relating to the business Borrower and Guarantor and shall maintain the Loan Collateral in a state of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL repair and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business condition that is consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course requirements and normal conduct of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies Borrower and Guarantor, subject to the availability of sufficient working capital and the Borrower and Guarantor’s reasonable business judgment, (f) shall maintain its books and records in accordance with past practice, (g) shall not incur any Indebtedness other than Permitted Indebtedness or authorize or commit to the same, (h) shall not lend money to or guarantee the debts of any other Person or authorize or commit to the same, (i) shall not issue or amend any securities or authorize or commit to the same, except as contemplated by the Call Option Agreement, (j) shall not take any action that would materially delay, prohibit or impede the transactions contemplated by this Agreement or the Business Assets having an individual Call Option Agreement, (k) shall fully cooperate with any reasonable requests of appraisers retained by the Lender or aggregate value its counsel, (l) shall comply in excess of $2,500,000; all material respects with applicable laws, (m) enter into shall not lend money to, or guarantee the debts of, any lease for real property or assign its rights underother Person, amend or terminate any lease with respect to real property; (n) issue, sell shall not settle or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate commence any claim, action, suit or proceeding or settle or compromise any claim, cause of action, suit demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or proceeding pending investigation of any nature, civil, criminal, administrative, regulatory or threatened against it otherwise, whether at law or relating in equity commenced to which the Target Companies Borrower or the Business AssetsGuarantor is a party, other than any such settlement or compromise that involves solely payment of money damages in an amount (o) shall not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; providedamend its constating documents, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement shall not effect any split, consolidation, reclassification, redemption or repurchase of its securities, (q) shall not reorganize, amalgamate or merge, (r) shall not undertake any voluntary dissolution, liquidation or winding-up or any other agreement with a uniondisposition of its assets for the purpose of winding up, works council (s) shall not declare, set aside or pay any dividend or other labor organization; (q) hire or terminate any executive officer or director disposition of any Employer kind or Target Company other than nature (iwhether in cash, stock or property or any combination thereof) in respect of any securities, (t) shall not make any bonus or profit sharing distribution or similar payment of any kind, (u) except as required by applicable law, shall not agree to or make any severance, change of control or termination payment or increase the compensation of any employee, officer, director or consultant, (v) shall not terminate, dismiss, demote or otherwise decrease the job requirement of any officer, (w) shall not appoint any officer, (x) shall complete on a termination for causetimely basis all requisite filings with Governmental Authorities or as may otherwise be required under applicable law, (y) shall allow a representative of the Lender to attend and observe any meeting of the board of directors of the Borrower or Guarantor, (iiz) due to role elimination, shall not make or enter into any transaction commitment or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; agreement in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any contravention of the foregoing actions or any other action that if taken would reasonably be expected and (aa) shall use best efforts to prevent satisfy the satisfaction of any condition conditions to Closing set forth in Article 8Section 3 of this Agreement. Notwithstanding the Existing Events of Default, the Borrower and Guarantor Parties shall comply with all covenants contained in the Loan Agreement and the other Loan Documents subject to the continuation of the Existing Events of Default; provided, that the Lender hereby consents to the Transfer of the Loan Collateral to the Designee and such Transfer shall not constitute a Default or Event of Default under the Loan Documents. Notwithstanding the foregoing, to the extent the Modesto Planning Department informs the Lender that any covenant contained in Section 4 of this Agreement constitutes “control” requiring thirty (30) day prior written consent from the Modesto Planning Department, the parties hereto agree that (i) upon written notice from the Lender such covenant shall be deemed to be of no force and effect until such thirty (30) day prior written notice from the Modesto Planning Department has been obtained, (ii) to the extent requested by the Lender in writing, the parties shall agree to amend this Agreement to remove or modify such covenant only to the extent required so as to not trigger such thirty (30) day prior written consent requirement, and (iii) solely to the extent the Lender elects in its sole discretion by written notice to the other parties, this Agreement shall be deemed terminated.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance Except for actions taken with the requirements prior consent of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this AgreementBuyer, from the date hereof to of this Agreement until the ClosingClosing Date, without Seller shall conduct the prior written consent of GNL and Business in the Internalization Subs (which consent ordinary course consistent with Seller's past practice, Seller shall not be unreasonably withheld, conditioned take or delayedpermit to exist any action or condition specified in Sections 5.6(a) through 5.6(j), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not toSeller shall: (a) sellmaintain the Business intact, leasemanufacture, encumbermarket, transferpromote, license or dispose of any Business Assets or material properties or assets of any sell and distribute the Products consistently with Seller's past practice, and preserve the goodwill of the Target CompaniesBusiness and present relationships with the customers, other than in distributors and suppliers of the ordinary course of Business and others with whom the Business has business consistent with past practicerelations; (b) amend or terminate maintain the Real Property, buildings, structures and other improvements and machinery and equipment constituting any Identified Contract, other than of the Assets in good operating condition and repair; (c) meet the contractual obligations of the Business and perform and pay its obligations as they mature in the ordinary course of business; (cd) fail make payments and filings required to timely pay any account payable continue the Intellectual Property and continue to prosecute and maintain all pending applications therefor in the ordinary course of business, other than amounts that all jurisdictions in which such applications are subject to dispute in good faithpending; (de) comply with all Judgments, all laws, statutes, rules, ordinances and regulations promulgated by any Governmental Body and all Permits applicable to the conduct of the Business or the ownership or operation of the Assets or the Facilities, and maintain, and prosecute applications for, such Permits and pay when due all Taxes, assessments and other charges applicable thereto; (f) promptly advise Buyer in writing of any Material Adverse Change with respect to the Business; (g) not take any action action, or fail omit to take any action, which that would result in any of Seller's representations and warranties made herein being inaccurate at the time of such action or failure that would adversely affect GNL or RTL’s qualification omission as a REIT or GNL OP’s or RTL OP’s qualification if made at and as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced;time; and (h) change (or permit give notice to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification Buyer promptly upon becoming aware of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests inaccuracy of any of the Target Companies, Seller's representations or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually warranties made herein or in the aggregate, prevent, materially delay Disclosure Schedule or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth event or state of facts that would result in Article 8any such representation or warranty being inaccurate at the time of such event or state of facts as if made at and as of such time (any such notice to describe such inaccuracy, event or state of facts in reasonable detail).

Conduct of Business Prior to Closing. From Between the date hereof until the Closing or earlier termination of this Agreement and the Closing Date or the termination date if earlier terminated, unless the Buyer shall otherwise agree in accordance with Article 11, except as otherwise expressly provided in this Agreementwriting, the Target LLCs shall, and Advisor Parent Seller shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to cause the Business Assets to be conducted only in the ordinary courseOrdinary Course of Business, consistent with past practice and in compliance with shall preserve substantially intact the requirements organization of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to Business, keep available the services of its present officers the current Business Employees and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its the current relationships with others having business dealings with it relating to the business of each Target Company or the Business Assetswith customers, suppliers and other persons with which the Business has significant business relations. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from between the date hereof of this Agreement and the Closing Date or the termination date if earlier terminated, the Seller shall not do or propose to do, directly or indirectly, and shall cause its Affiliates not to do, any of the Closing, following in connection with the Business or the Purchased Assets without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not toBuyer: (a) issue, sell, leasepledge, encumber, transfer, license or dispose of or otherwise subject to any Encumbrance any Purchased Assets, other than sales or transfers of Inventory for fair market value in the Ordinary Course of Business; (b) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans or advances, in each case affecting the Business or the Purchased Assets, except for any indebtedness that is an Excluded Liability; (c) amend, waive, modify in any material respect or in a manner adverse to the Business or the Purchased Assets or consent to the termination of any Assumed Contract, or amend, waive, modify in any material properties respect or assets in a manner adverse to the Business or the Purchased Assets or consent to the termination of any of the Target CompaniesSeller’s rights thereunder, or enter into any Contract in connection with the Business or the Purchased Assets other than in the ordinary course Ordinary Course of Business that, together with any other Assumed Contracts entered into in accordance with this clause, would not be material to the Business or the Purchased Assets, taken as a whole; (d) authorize, or make any commitment with respect to, any single capital expenditure for the Business that is in excess of $50,000 or capital expenditures which are, in the aggregate, in excess of $150,000 for the Business taken as a whole; (e) acquire any corporation, partnership, limited liability company, other business organization or division thereof or any material amount of assets, or enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement in each case with respect to or affecting the Business; (f) enter into any lease of personal property or any renewals thereof in connection with the Business involving a term of more than one year or rental obligation exceeding $10,000 per year in any single case; (g) except as may be required by applicable Law or any Employee Plan or except in the Ordinary Course of Business, (A) enter into or increase the benefits provided under any employment agreement with any Business Employee, (B) make or grant, or permit any of their respective Affiliates to make or grant, any bonus or increase the rate or terms of compensation or benefits of any Business Employee, or (C) enter into, amend or terminate any Employee Plan; (h) enter into any Contract with any Related Party of the Seller in connection with or affecting the Business or the Purchased Assets; (i) make any change in any method of accounting or accounting practice or policy affecting the financial statements of the Business, except as required by GAAP; (j) make, revoke or modify any Tax election with respect to the Business or the Purchased Assets, settle or compromise any Tax liability with respect to the Business or the Purchased Assets, or amend any Return relating to the Business or the Purchased Assets other than on a basis consistent with past practice; (bk) amend pay, discharge or terminate satisfy any Identified Contractclaim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) relating to the Business or the Purchased Assets, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities reflected or reserved against on the Balance Sheet or subsequently incurred in the Ordinary Course of Business; (l) cancel, compromise, waive or release any right or claim relating to the Business or the Purchased Assets, other than in the ordinary course Ordinary Course of businessBusiness that, together with any other rights or claims cancelled, compromised, waived or released would not be material to the Business or the Purchased Assets, taken as a whole; (cm) fail permit the lapse of any existing policy of insurance relating to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faithBusiness or the Purchased Assets; (dn) take permit the lapse of any action right relating to Transferred Intellectual Property or fail any material right relating to take any action, which action other intangible asset used or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership held for U.S. federal income tax purposesuse in connection with the Business; (eo) accelerate the collection of or discount any Receivables, delay the payment of liabilities that would become Assumed Liabilities or defer expenses, reduce Inventories or otherwise increase cash on hand in connection with the Business, except in the Ordinary Course of Business; (p) use any Purchased Assets to pay any Transaction Expenses; (q) commence or settle any Action for an amount in excess of $25,000 individually or $100,000 in the aggregate relating to the Business, the Purchased Assets or the Assumed Liabilities; or (r) announce an intention, enter into any new line of business; (f) make any loans, advances formal or capital contributions toinformal agreement, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), otherwise 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract commitment to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From Except as permitted under this Section 6.1, during the date hereof until the Closing or earlier termination pendency of this Agreement Agreement: (a) each Seller will conduct its business and operations in accordance the ordinary course of business consistent with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, past practices and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct maintain, repair and preserve intact the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; Real Properties; (iib) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoingno Seller, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without with the prior written consent of GNL and the Internalization Subs Buyers (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed), delays unless expressly provided to the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to:contrary below): (ai) sellwill enter into, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) materially amend or terminate any Identified ContractService Contract or other agreement which will be binding on any Property following Closing, except for contracts that are terminable without cause and without payment of a penalty on not more than 30-days’ notice and which shall, at Buyers’ option, be terminated by Sellers in accordance with the terms of Section 2.7 (it being understood and agreed that Sellers shall promptly deliver to Buyers a true, correct and complete copy of each amendment to any such Service Contract or other than in agreement which is entered into by Sellers without Buyer’s consent to the ordinary course of businessextent permitted under this subsection (i)); (cii) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) will enter into any new line of businesslease, or amend or modify any Lease, or terminate any Lease, or consent to any assignment or subletting under any Lease which expressly provides that Seller’s consent to such assignment or subletting may be granted or withheld in Seller’s sole but reasonable discretion; (fiii) make any loanswill transfer, advances or capital contributions tosell, or investments inencumber (pursuant to a recorded or unrecorded lien or agreement, including, without limitation, any easement agreement, other Person (including to than a Preapproved New Exception) any of its officers, directors, Affiliates, agents Real Property or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, will solicit or enter into any “keep well” or similar agreement to maintain the financial condition of another entitynegotiations regarding same; (giv) allow will remove, sell, transfer or encumber any material Personal Property from its Real Property except as may be required for necessary repair or replacement, and in the lapse event of such replacement, the replacement shall be of substantially equal or termination better quality and quantity as existed as of material policies the time of insurance unless contemporaneously replacedits removal; (hv) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or will enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract agreement to do any of the foregoing; (vi) will grant any waivers or concessions to any Tenants not expressly provided for in the Leases; (vii) will default, beyond any applicable grace or notice and cure provisions, in each case any material respect in the performance of compliance with its obligations under any Lease, Assumed Service Contract, Permitted Exception or other instrument or agreement which is binding on such Seller or its Property; (viii) will accept prepayment of rent under any Lease (other than one month in advance), except to the extent required or permitted by the terms of any such Lease; (ix) will initiate or consent to, approve or otherwise take any action, to modify any zoning or other Laws presently applicable to all or any part of its Property (provided, however, the foregoing shall not be deemed or interpreted as set forth in preventing the REIT Merger Agreement issuance of variances, special use permits, and similar land use instruments that may be required to permit a tenant’s desired use consistent with its Lease, so long as same do not materially and adversely affect the continued use of such Property consistent with such use as of the Effective Date and do not violate the terms of any Lease, Assumed Service Contract, Permitted Exception or as set forth on Schedule 5.1(iLaw); (jx) commit will fail to promptly (but in any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid event prior to Closing; provided) deliver to Buyers copies of all notices received by such Seller or its property manager on or after the Effective Date asserting any breach or default under any Lease, howeverService Contract, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, Permitted Exception or shall, settle any claim, action, suit other instrument or proceeding if the settlement involves a conduct remedy agreement which is binding on such Seller or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement its Property or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due Law applicable to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (txi) takewill fail to promptly (but in any event prior to Closing) notify Buyers in writing of any litigation, arbitration, condemnation or administrative hearing before any court or governmental agency concerning any Seller or any Property that is instituted or threatened on or after the Effective Date and of which any Seller first became aware on or after the Effective Date; (xii) will apply or draw on any security deposit held under any Lease (whether cash or non-cash (i.e., letters of credit)); and/or (xiii) will fail to maintain in effect all casualty and property insurance policies now maintained on the Properties up to and including the Closing Date. (c) Sellers shall, within ten (10) days of the Effective Date, deliver to Buyers a true, correct and complete list of all tenant files and operational materials for the Real Property as described in Section 7.1(f). (d) Without limiting the generality of the foregoing, Sellers shall use commercially reasonable efforts to comply in all material respects with the terms of the Leases relating to the Purchase Rights, shall endeavor to keep Buyers promptly and reasonably apprised of communications with Tenants relating to the Purchase Rights and shall promptly deliver to Buyers true, correct and complete copies of all correspondence received by any Seller from any Tenant (or their respective Representatives) exercising, or agree or otherwise commit waiving such Tenant’s rights to takeexercise, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8applicable Purchase Rights.

Conduct of Business Prior to Closing. (a) From the date hereof until through the Closing or earlier termination of this Agreement in accordance with Article 11Date, Seller and Seller Parent shall, except as consented to by Purchaser in writing, as required by the Cease and Desist Orders, the Directive, the filing of the Chapter 11 Case, if applicable, or as otherwise expressly provided in required by any Governmental Entity or by this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct (i) maintain the business of each Target Company in all material respects Assumed Liabilities and the business of any other Advisor Party in all material respects as it relates to the Business Purchase Assets in the usual, regular and ordinary coursecourse consistent with past practice, and (b) maintain and preserve intact its relationships generally with third party vendors relating to Assumed Contracts and Customers relating to the Purchased Assets and Assumed Liabilities. (b) From the date hereof through the Closing, except as consented to by Purchaser in writing, as required by the Cease and Desist Orders, the Directive, the filing of the Chapter 11 Case, any Governmental Entity or as otherwise required by this Agreement, Seller and Seller Parent shall: (i) take no action which, or omit to take an act which if not taken, would reasonably be expected to adversely affect the ability of any party hereto to obtain any Regulatory Approvals and, if applicable, Bankruptcy Court Approval or other consent or approval hereunder or to perform its covenants and agreements under this Agreement, (ii) pay interest on the Deposit Liabilities at rates which are determined in the ordinary course of business and consistent with general economic and competitive conditions in Seller’s market area, (iii) not sell, assign or transfer any Deposit Liabilities to any other Person or entity, (iv) except as set forth in Section 7.1(b)(iv) of the Seller Disclosure Schedule, not enter into, renew, modify, amend, terminate or extend any Assumed Contracts (other than an expiring Lease for a Branch), (v) not sell, transfer, replace or dispose of any Personal Property, except in the ordinary course of business, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to:practice, (avi) not sell, lease, encumber, transfer, license assign or dispose of any Business Assets or material properties or assets of otherwise encumber any of the Target CompaniesPurchased Assets other than the Eligible Securities, (vii) not close, sell, consolidate, relocate or materially alter any of the Branches, (viii) not release, compromise or waive any material claim or right that is part of the Purchased Assets, (ix) except as set forth on Section 7.1(b)(ix) of the Seller Disclosure Schedule, not enter into or materially modify any contract, agreement, commitment or arrangement providing for the payment to any Bank Employee of compensation or benefits in a manner intended to increase the compensation or benefits paid thereunder, other than increases in pay in the ordinary course of business consistent with past practice;, (bx) amend or except as set forth on Section 7.1(b)(x) of the Seller Disclosure Schedule, not terminate any Identified ContractBank Employee, except in the ordinary course of business in accordance with existing personnel policies and practices, (xi) not promote, transfer or reassign any Bank Employee, other than in the ordinary course of business;, and (cxii) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action not agree or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract commit to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000;. (rc) make On or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in before the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction expiration date of any condition Lease, Seller shall exercise the renewal option set forth in Article 8such Lease on the terms and for the period set forth in such renewal option or, if the Lease has no renewal option, use commercially reasonable efforts to renew the Lease and shall consult with Purchaser as to the proposed terms of such renewal. (d) Seller agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford Purchaser and Purchaser’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Closing Date to the books, records, properties and personnel of Seller, in each instance which is directly related to the Assumed Liabilities and the Purchased Assets and will provide such other information concerning the Purchased Assets, Assumed Liabilities and Bank Employees as Purchaser may reasonably request.

Conduct of Business Prior to Closing. From During the date hereof until Interim Period, the Closing or earlier termination of this Agreement Vendor shall do the following: (a) Conduct Business in accordance with Article 11, except Ordinary Course—Except as otherwise expressly provided in contemplated or permitted by this Agreement, the Target LLCs shall, and Advisor Parent Vendor shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements normal course and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closingshall not, without the prior written consent of GNL Purchaser, enter into any transaction which, if entered into before the date of this Agreement, would cause any representations or warranties of the Vendor contained in this Agreement to be incorrect. Without restricting the generality of the foregoing, it is expressly agreed that the Vendor shall continue to operate the Vendor Poker Room from the TAIN centralized poker room throughout the Interim Period. Save and except as may be otherwise expressly set forth herein, and without restricting the generality of anything in this Agreement, the Vendor expressly agrees not to alter its marketing of the Business between the execution of this Agreement and the Internalization Subs (which consent shall not be unreasonably withheldClosing Date, conditioned or delayed)including altering its policies in respect of promotional bonuses, the Target Companies shall not, affiliate fees and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practicerake back; (b) amend Perform Obligations—The Vendor shall comply with all applicable laws, regulations, by-laws and other governmental requirements of each jurisdiction in which the Business is carried on; (c) Material Changes—The Vendor shall not take any action which would result in any material adverse change in or terminate to the Purchased Assets or the Business or sell, transfer or dispose of any Identified Contractof the Purchased Assets, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take Liens—The Vendor shall not suffer or permit any action mortgages, pledges, hypothecs, security interests, deemed trusts, liens, charges, rights or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line claims of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character encumbrances whatsoever, to purchase attach to or acquire any equity interests of any of affect the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Purchased Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall notClosing Date, and Advisor Parent except to the extent that Purchaser shall otherwise consent in writing, Seller, with respect to the Business, shall, and Shareholder shall cause Seller with respect to the Target LLCs not Business to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of operate the Target Companies, other than business substantially as previously operated and only in the regular and ordinary course of business consistent with past practicepractices; (b) amend not purchase or terminate acquire any Identified Contractassets or properties, other than whether real or personal, tangible or intangible, that if acquired would be an Acquired Asset hereunder, and not sell or otherwise dispose of any real or personal property or asset that would have been an Acquired Asset hereunder, except in the regular and ordinary course of businessbusiness and consistent with past practices; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow Acquired Assets in their present order and condition, reasonable wear and use excepted, and deliver the lapse or termination of material Acquired Assets to Purchaser on the Closing Date in such condition, and maintain all policies of insurance unless contemporaneously replaced; (h) change (or permit covering the Acquired Assets in amounts and on terms substantially equivalent to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) those in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding effect on the date hereof; (od) initiate any claimtake all steps reasonably necessary to maintain Seller's rights in and to the Intellectual Property and other intangible assets of Seller used solely in the Business; (e) pay all accounts payable related to the Business in accordance with past practice and collect all accounts receivable in accordance with past practice, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or but not less than in accordance with prudent business practices; (f) comply with all laws applicable to the conduct of the Business where the failure to so comply would result in a Material Adverse Change; (g) maintain the Books and Records relating to the Target Companies or Business in the Business Assetsusual, other than regular, and ordinary manner, on a basis consistent with past practices and prepare and file all foreign, federal, state, and local tax returns and amendments thereto required to be filed by Seller after taking into account any extensions of time granted by such settlement or compromise that involves solely payment of money damages in an amount taxing authorities; (h) not make any capital expenditures in excess of $2,500,000 individually or $5,000,000 20,000 with respect to the Business, other than those disclosed in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none Section 5.9.2 of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets;Disclosure Letter; and (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due use reasonable best efforts to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in preserve the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation goodwill and patronage of the transactions contemplated hereby; or (u) takecustomers, or agree or otherwise commit employees and suppliers relating to take, any of the foregoing actions or any other action that if taken would reasonably be expected Business and others having a business relationship with Seller with respect to prevent the satisfaction of any condition set forth in Article 8Business.

Conduct of Business Prior to Closing. From During the period from the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11Closing, except as otherwise expressly provided in this Agreement, the Target LLCs Issuer shall, and Advisor Parent shall cause each of its Subsidiaries to, conduct its business in the Target Companies Ordinary Course of Business and in material compliance with Applicable Law and all Material Contracts. Without limiting the other Advisor Partiesgenerality of the foregoing, as applicableIssuer shall, and shall cause its Subsidiaries to: , (a) timely file all Tax Returns with a due date on or prior to the Closing Date in a manner consistent with past practice, and (b) use its reasonable best efforts to (i) use commercially reasonable efforts to conduct the preserve intact its present business of each Target Company organization (including preserving all assets in all material respects good repair and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary coursecondition), consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to maintain in effect all of its foreign, federal, state and local Permits, (iii) keep available the services of its present officers directors, officers, employees and employees who provide material services to GNL and RTL and their Subsidiaries; Service Providers consistent with Issuer’s Ordinary Course of Business, (iv) continue the ongoing clinical trials in a diligent manner, and (iiiv) use commercially reasonable efforts to preserve its maintain the goodwill and existing relationships with its customers, lenders, suppliers and others having significant business dealings relationships with it relating to the business of each Target Company or the Business Assetsit. Without limiting the generality of the foregoing, except as otherwise contemplated expressly permitted by this AgreementAgreement or as set forth in the applicable subsection of Section 5.2 of the Issuer Disclosure Schedule, during the period from the date hereof to until the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies Issuer shall not, and Advisor Parent nor shall cause the Target LLCs not it permit any of its Subsidiaries to: (a) sellamend its Charter Documents (whether by merger, leaseconsolidation or otherwise); (b) (i) split, combine, subdivide or reclassify any shares of its capital stock (including the Shares), (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends payable to Issuer or any of its Subsidiaries or (iii) redeem, repurchase or otherwise acquire, or offer to redeem, repurchase or otherwise acquire, any Issuer Securities or any Issuer Subsidiary Securities; (c) (i) issue, pledge, dispose of, transfer, encumber, grant, sell or otherwise deliver, or authorize the issuance, pledge, disposal of, transfer, license encumbrance, grant, sale or dispose other delivery of, any Issuer Securities or Issuer Subsidiary Securities, other than the issuance of (A) any Shares upon the exercise of Issuer Stock Options or Issuer Warrants or purchase rights under the ESPP, in each case that are outstanding on the date hereof in accordance with their respective terms on the date hereof and in compliance with the terms of this Agreement, (B) any Shares upon the vesting of any Business Assets Issuer RSUs or material properties Issuer Restricted Shares, in each case, that are outstanding on the date hereof in accordance with their respective terms on the date hereof and (C) any Issuer Subsidiary Securities to Issuer or any other wholly-owned Subsidiary of Issuer, or (ii) amend any term of any Issuer Security or any Issuer Subsidiary Security (in each case, whether by merger, consolidation or otherwise); (d) incur any capital expenditures or any Liabilities in respect thereof, except for those contemplated by Section 5.2(d) of the Issuer Disclosure Schedule; (e) acquire (by merger, consolidation, acquisition of stock or assets of or otherwise), directly or indirectly, any of the Target Companiesassets, securities, properties, interests or businesses, other than in the ordinary course Ordinary Course of business Business of Issuer and its Subsidiaries in a manner that is consistent with past practice; (bf) amend merge or terminate consolidate Issuer or any Identified ContractSubsidiary of Issuer with any Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Issuer or any Subsidiary; (g) sell, assign, lease, license or otherwise transfer, abandon, dispose of or permit to lapse, or create or incur any Lien (other than Permitted Liens incurred in the Ordinary Course of Business) on, any of Issuer’s or its Subsidiaries’ assets (including any Intellectual Property Rights owned by or licensed to Issuer or any of its Subsidiaries), securities, properties, interests or businesses, other than (except in the case of any Intellectual Property Rights owned by or licensed to Issuer or any of its Subsidiaries) in the Ordinary Course of Business; (h) (i) extend, grant, amend, waive, cancel, abandon, allow to lapse or modify any rights in or to the Owned Intellectual Property Rights in a manner that is adverse to Issuer or its Subsidiaries, (ii) fail to diligently prosecute any material Patent application owned by Issuer or any of its Subsidiaries or the Licensed Intellectual Property Rights for which Issuer or any of its Subsidiaries controls the prosecution thereof as of the date of this Agreement or (iii) divulge, furnish or make accessible any Owned Intellectual Property Rights that constitute Trade Secrets, other than in the ordinary course Ordinary Course of businessBusiness to any Third Party that is subject to an enforceable written agreement to maintain the confidentiality of such Trade Secrets; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (fi) make any loans, advances or capital contributions to, or investments in, any other Person Person; (including j) create, incur, assume, suffer to exist or otherwise become liable with respect to any indebtedness for borrowed money or guarantees thereof, or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Issuer or any of its officersSubsidiaries; (k) except with the prior written consent of Purchaser (such consent not to be unreasonably withheld, directors, Affiliates, agents conditioned or consultantsdelayed), make (i) renew, enter into, amend or modify in any material respect or terminate any Material Contract or any Contract that would constitute a Material Contract if it were in effect on the date of this Agreement (except the expiration or automatic renewal of any Material Contract in accordance with its terms) or (ii) waive, release or assign any material rights, claims or benefits of Issuer or any of its Subsidiaries thereunder; (l) (i) with respect to any current or former Service Provider, (A) grant or increase any compensation, bonus, severance, retention, change in its control, termination pay, welfare or other benefits to (or amend any existing borrowing severance pay or lending arrangements for termination arrangement), (B) grant any equity or on behalf equity-based awards to, or amend or discretionarily accelerate the vesting or payment of any such Personsawards held by, any current or former Service Provider or other person or (C) enter into, establish, adopt, amend or terminate any Employment Agreement, Consulting Agreement, or any other employment, consulting services, severance, retention, change in control, termination pay, retirement, deferred compensation or other similar agreement or arrangement, (ii) establish, adopt, enter into, amend (except as required by Applicable Law), or become obligated to contribute to any Employee Plan or Collective Bargaining Agreement, other than routine amendments to Employee Plans that do not result in materially increased costs, (iii) recognize any new union, works council or similar employee representative with respect to any current or former Service Provider, (iv) establish, adopt or enter into any “keep well” plan, agreement or similar agreement arrangement, or otherwise commit, to maintain gross up or indemnify, or otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider, including under Section 409A or Section 4999 of the financial condition Code, (v) take any action to fund or in any other way secure the payment of another entitycompensation or benefits under any employee plan, agreement, Contract or arrangement or Employee Plan, (vi) make any material determination under any Employee Plan that is inconsistent with Issuer’s Ordinary Course of Business, or (vii) hire or engage the services of any individual as a Service Provider or terminate the service of any Service Provider (or induce or attempt to induce any Service Provider to terminate his or her service) other than for cause; (gm) allow the lapse change Issuer’s methods, principles, practices or termination of material policies of insurance unless contemporaneously replacedaccounting, in each case except as required by concurrent changes in GAAP or in Regulation S-X, as agreed to by its independent public accountants; (hn) change commence, compromise, settle, or offer or propose to settle, (or permit to be changedi) any material Action, (ii) any stockholder Action or dispute against Issuer, any of its Subsidiaries or any of their respective officers or directors or (iii) any Action or dispute that relates to the transactions contemplated hereby; (o) make or change any Tax election, change any Tax accounting period, adopt or Tax procedure, method or practice (including change any material method of accounting Tax accounting, amend any Tax Returns or file claims for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner refunds, file any Tax Returns that would be binding on are due after the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or Closing Date, enter into any “closing agreement” agreement with respect to Taxes, settle any Taxing Authority Tax claim, audit or assessment, surrender any right to claim a Tax refund, offset or other reduction in a manner that would be binding on Tax Liability, or Consent to any extension or waiver of the Target Companies following the Closingstatute of limitations period applicable to any claim or assessment in respect of Taxes; (ip) increase terminate or modify in any manner material respect, or fail to exercise renewal rights with respect to, any insurance policy; (q) assign, transfer, lease, cancel, fail to renew or fail to extend any Permit; (r) forgive any loans to directors, officers, employees or any of their respective Affiliates; (s) amend or modify the compensation letter of engagement of the Financial Advisor or benefits of engage other advisors or consultants in connection with the transactions contemplated hereby; (t) pre-pay any Employee, accelerate vesting of any benefit or payment to any Employee or long-term indebtedness for borrowed money; (u) pay or otherwise grant discharge any benefit with respect to claims, Liens or Liabilities which are not reserved for or reflected in the Issuer Balance Sheet; (v) implement any Employeeplant closing, relocation or layoff of employees that could implicate the WARN Act or any similar Applicable Law; (w) enter into or amend any Contract, or enter into take any contract other action, that would reasonably be expected to prevent or materially delay or materially impair the consummation of the Sale; or (x) agree, resolve or commit to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this AgreementThe La/Cal XX Xxxties covenant that, from the date hereof to the ClosingClosing Date, the La/Cal XX Xxxties will: (a) Not, without the prior written consent of GNL Acquisition II, (i) operate, consent to operate or in any manner deal with, incur obligations with respect to, or undertake any (i) develop, maintain and operate the Assets in a good and workmanlike manner; (ii) maintain, or use their best efforts to cause operators of the Assets to maintain, all insurance now in force with respect to the Assets and pay or cause to be paid all costs and expenses incurred in connection therewith; (iii) keep the Leases and the Internalization Subs Contracts in full force and effect, unless Acquisition II gives prior consent to the termination of any Lease or Contract (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any perform and comply with all of the Target Companies, other than covenants and conditions contained therein and all agreements relating to the Assets in all material respects; (iv) maintain the books and records respecting the Assets in the usual, regular and ordinary course of business on a basis consistent with past practice; prior years; and (bv) amend or terminate any Identified Contract, other than in preserve the ordinary course of business;goodwill associated with their business relationships. (c) fail to timely pay any account payable Notify, as reasonably requested by Acquisition II, all governmental regulatory authorities of the transactions contemplated hereby and cooperate with Acquisition II in obtaining the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf issuance by each such authority of such Personspermits, or enter into any “keep well” or similar agreement licenses and authorizations as may be necessary for Acquisition II to maintain own the financial condition of another entity; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies Assets following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; orin this Agreement. (ud) takeNotify Acquisition II of the discovery by the La/Cal XX Xxxties that any representation or warranty of the La/Cal XX Parties contained in this Agreement is or becomes untrue or will be untrue on the Closing Date. (e) Duly and timely file, or agree use its best efforts to cause others to file, with governmental authorities all required reports and duly observe and comply in all material respects with all laws, rules, regulations, ordinances and orders relating to such La/Cal XX Xxxty, in each instance where the failure of such filing or otherwise commit to take, any of the foregoing actions or any other action that if taken would observance and compliance could reasonably be expected to prevent adversely affect the satisfaction likelihood of the consummation of the transactions hereunder contemplated or could now or hereafter affect the ownership or operation of any of the Assets. (f) Promptly notify Acquisition II of (i) any suit, action or other proceeding pending or threatened before any court or governmental body, authority or agency and any cause of action or dispute of which such La/Cal XX Xxxty has knowledge or has received notice that directly affects or relates to such La/Cal XX Xxxty or any partner, employee, consultant, agent or other representative thereof in his capacity as such and that could now or hereafter affect the ownership or operation of any of the Assets or that could reasonably be expected to adversely affect the likelihood of the consummation of the transactions hereunder contemplated, or (ii) any material failure or reasonably likely inability of such La/Cal XX Xxxty to satisfy any covenant, condition set forth in Article 8or agreement contained herein.

Conduct of Business Prior to Closing. From the date hereof until to the Closing Date, and except to the extent Purchaser shall otherwise consent in writing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs Company shall, and Advisor Parent Shareholder, to the extent Shareholder owns or holds any assets utilized in the Business, shall and shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of operate the Target Companies, other than Company substantially as previously operated and only in the ordinary course regular and Ordinary Course of business Business consistent with past practice; (b) amend maintain its assets and properties in their present order and condition, reasonable wear and use excepted, and deliver such assets and properties to Purchaser on the Closing Date in such condition, and maintain all policies of insurance covering the assets and properties in amounts and on terms substantially equivalent to those in effect on the date hereof and make all claims against such insurance policies covering such assets and properties for damages or terminate any Identified Contract, other than in losses relating to events occurring prior to the ordinary course of businessClosing Date; (c) fail to timely pay any account payable in the ordinary course confer with Purchaser concerning operational matters of business, other than amounts that are subject to dispute in good faitha material nature; (d) take any action or fail all steps reasonably necessary to take any action, which action or failure that would adversely affect GNL or RTLmaintain the Company’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposesrights in and to the Intellectual Property and other intangible assets of the Company; (e) enter into any new line of businesspay all accounts payable in accordance with past practice and collect all Accounts Receivable in accordance with past practice, but not less than in accordance with prudent business practices; (f) make any loanscomply with all Laws applicable to the Company where the failure to so comply would reasonably be expected to have a Material Adverse Effect on the Company, advances its assets or capital contributions to, properties or investments in, any other Person (including to any of its officers, directors, 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 entitybusiness; (g) allow maintain the lapse or termination Books and Records in the usual, regular, and ordinary manner, on a basis consistent with past practices, and prepare and file all Tax Returns and amendments thereto required to be filed by the Company after taking into account any extensions of material policies of insurance unless contemporaneously replacedtime granted by any taxing authorities; (h) change (or permit use commercially reasonable efforts to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on preserve the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return goodwill and patronage of the Target Companies; change customers, Employees and suppliers of the Tax classification of any Target Company and others having a business relationship with the Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner satisfy, terminate and discharge all Liens relating to the compensation Company or benefits its assets, including title defects, that are not Permitted Encumbrances, and deliver evidence reasonably satisfactory to Purchaser and its counsel of any Employeesuch satisfaction, accelerate vesting of any benefit termination and discharge at or payment prior to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i)Closing; (j) commit otherwise report periodically to any single or aggregate capital expenditure or commitment in excess Purchaser concerning the status of $25,000,000 (on a consolidated basis);the business, operations and finances of the Company; and (k) except as required not execute and deliver or otherwise enter into any Contract with Acxiom Corporation. Notwithstanding anything contained in this Section 5.1, Shareholder shall be permitted to cause the Company to consummate the transactions pursuant contemplated by the Purchase Documents and to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock make such dividends or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating distributions in cash to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) Shareholder as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change Shareholder determines in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8sole discretion.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except Except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from and after the date hereof hereof, Seller and MMP shall cause the Business to be conducted in the Closing, without the prior written consent of GNL and the Internalization Subs ordinary course. Except as contemplated by this Agreement or as consented to by Purchaser (which consent shall not unreasonably be unreasonably withheld, conditioned or delayed), from and after the Target Companies date hereof, Seller and MMP shall not, act and Advisor Parent shall cause the Target LLCs not toFCC Licensee Entities to act, as follows: (a) Seller and MMP will not adopt or cause the FCC Licensee Entities to adopt any material change in any method of accounting or accounting practice, except as contemplated or required by GAAP; (b) Seller shall not change or amend its charter or by-laws and MMP shall not change or amend the operating agreement dated as of January 1, 1996, as amended February 14, 1997 or cause or allow any of the FCC Licensee Entities to change or amend any limited partnership agreement; (c) Except (i) for the disposition of obsolete equipment in the ordinary course of business, (ii) the transfer of the Excluded Assets, (iii) the transfers of the MMP II Licenses to MMP II and the distribution of MMP II to Seller or (iv) as set forth on Schedule 9.3(c) to the MRI Agreement, neither Seller nor MMP shall sell, leasemortgage, encumber, transfer, license pledge or otherwise dispose of any Business Assets assets or material properties owned, leased or used in the operation of the Business; (d) Neither Seller nor MMP or the FCC Licensee Entities will merge or consolidate with, agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other business entity other than Seller's acquisition of MMP II pursuant to the MMP II Distribution; (e) MMP will not merge or consolidate with, or agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other business entity or cause the FCC Licensee Entities to do likewise; (f) Neither Seller nor MMP or the FCC Licensee Entities will authorize for issuance, issue or sell any additional shares of its capital stock or any securities or obligations convertible or exchangeable into shares of its capital stock or issue or grant any option, warrant or other right to purchase any shares of its capital stock; (g) Neither Seller nor MMP or the FCC Licensee Entities will incur, or agree to incur, any debt for borrowed money other than draws under the Company's or MMP's, as the case may be, existing revolving credit agreements; (h) Neither Seller nor MMP or the FCC Licensee Entities will change its historical practices concerning the payment of accounts payable; and (i) Neither Seller nor MMP or the FCC Licensee Entities will declare, issue, or otherwise approve the payment of dividends or distributions of any kind in respect of its stock or redeem, purchase or otherwise acquire any of its stock. (j) Seller and MMP shall maintain the existing insurance coverages on the assets of the Stations or other policies providing substantially similar coverages. (k) Seller and MMP will not permit any increases in the compensation of any of the Target Companiesemployees of Seller or MMP except as required by law or existing contract or agreement or enter into or amend any Company Plan, MMP Plan, Company Benefit Arrangement, or MMP Benefit Arrangement other than as contemplated by MMP's operating budgets and in accordance with the past practice. (l) Neither Seller nor MMP or the FCC Licensee Entities shall enter into or renew any contract or commitment relating to the Stations or the Assets of MMP, or incur any obligation that will be binding on Purchaser after Closing, except in the ordinary course of business, and MMP shall not enter into, modify, amend, renew, or change any contract with respect to programming for the Stations for any period after the Closing Date without the prior approval of Purchaser. (m) Neither Seller nor MMP or the FCC Licensee Entities shall enter into any transactions with any Affiliate of Seller that will be binding upon Purchaser, or the Stations following the Closing Date. (n) Seller and MMP shall use all commercially reasonable efforts to maintain the assets of the Stations or replacements thereof in good operating condition and adequate repair, normal wear and tear excepted. (o) Seller and MMP shall, in connection with the operation of the Stations, make expenditures materially consistent with the estimates of expenses set forth in MMP's operating budgets of the Stations and, including, without limitation, expenditures in respect of promotional, programming and engineering activities for the Station (and any employee expenditures related to such activities) for any period covered by the current operating budgets of the Stations. (p) Neither Seller nor MMP shall make or allow MTR or the FCC Licensee Entities to make or change any material Tax election, amend any Tax Return, or take or omit to take any other action not in the ordinary course of business and consistent with past practice that would have the effect of increasing any Taxes of Purchaser or any of its Affiliates, or any Taxes of MMP for any Post-Closing Tax Period. (q) Except as provided by Section 2.2 hereof and the MMP II Distribution, MMP and the FCC Licensee Entities shall not make distributions other than in the ordinary course of business and consistent with past practice;, and shall not make non-pro rata distributions. (br) amend MMP shall not enter into or terminate renew any Identified ContractTradeout Agreement that would be binding on Purchaser after the Closing Date, other than except in the ordinary course of business;, as contemplated by MMP's operating budgets and in accordance with past practice. (cs) fail Except as provided in Section 9.3(r) above, MMP shall not enter into or renew any Time Sales Agreement except in the ordinary course of business and which are for cash at prevailing rates for a term not exceeding twelve (12) months. (t) MMP shall not acquire or enter into or renew any Local Marketing Agreement or Time Brokerage Agreement or similar agreement, or Network Affiliation Agreement, without the prior approval of Purchaser other than as contemplated by this Agreement, the Management Agreement, the MRI Agreement, and the Investor Agreement. (u) Neither Seller nor MMP shall enter into or become subject to timely pay any account employment, labor, union or professional service contract not terminable at will, or any bonus, pension, insurance, profit sharing, incentive, deferred compensation, severance pay, retirement, hospitalization, employee benefit, or other similar plans, or increase the compensation payable or to become payable to any employee, except in the ordinary course of business, other than amounts that are subject any value appreciation rights agreements with current employees of MMP, all of which liabilities shall be paid by MMP at or prior to dispute in good faith;Closing. (dv) Neither Seller nor MMP or the FCC Licensee Entities shall take any action which may jeopardize the validity or fail to take any action, which action enforceability of or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes;rights under the FCC Licenses. (ew) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following Before the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return MMP shall pay all one-time fees under Section 3.1 of the Target Companies; change Time Brokerage Agreements (LMAs") aggregating $1,430,000.00 and MMP shall amend LMAs with the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on LMA Stations to reflect the Target Companies following payment by MMP before the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any Closing of the foregoing, in each case other than as fees set forth in Section 3.1 of the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement LMAs and the Transaction Documents, acquire, by merger, consolidation, acquisition reduction of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights continuing fees as a result of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8payments.

Conduct of Business Prior to Closing. From Except as otherwise contemplated or permitted by this Agreement or the planned termination of employees of the Purchased Business without disruption to its operations, during the period from the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Time of Closing: (a) the Vendor shall promote the interests and maintain the goodwill of the Purchased Business Assets and continue to operate the Purchased Business in the ordinary course, course consistent with past practice practice, including paying and in compliance satisfying all obligations with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating respect to the business of each Target Company or Purchased Business as such obligations mature; (b) the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the ClosingVendor shall not, without the prior written consent of GNL and the Internalization Subs (Purchaser, perform or make any material act or decision or enter into any contract, commitment or transaction not in the ordinary course of business or which consent shall not be unreasonably withheld, conditioned could have a material adverse effect on the Purchased Business or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets which would constitute a breach of any of the Target Companiescovenants, other than representations or warranties of the Vendor contained in this Agreement or which would cause any of such covenants, representations and warranties not to be true at the Time of Closing, including: (i) entering into commitments acquiring or initiating new businesses or undertakings or assuming any material commitment or obligation (by written or agreement or otherwise) or selling, encumbering or otherwise disposing or distributing any material asset, in any such case in connection solely with the Purchased Business, except in the ordinary course of business consistent with past practice; for purposes hereof, a commitment, obligation or asset will be deemed to be material if, among other things, it alone has a value in excess of Fifty Thousand Dollars ($50,000) or all such commitments, obligations and assets have a value of more than One Hundred Thousand Dollars ($100,000) in the aggregate; (bii) amend entering into any employment, labour, consulting or terminate any Identified Contract, other than service contracts relating solely to the Purchased Business except in the ordinary course of businessbusiness consistent with past practices; (ciii) fail terminating any employment agreements or giving notice of termination respecting employees exclusively employed in the Purchased Business except in the ordinary course of business consistent with past practices; (iv) initiating or settling any litigation to timely pay which the Vendor may be or may become a party and which relates solely to the Purchased Business; (v) entering into any account payable transaction, understanding or arrangement with any Persons with whom the Vendor is not dealing at arm’s length (as that term is construed for the purposes of the Income Tax Act (Canada)) solely in connection with the Purchased Business, except in the ordinary course of business, other than amounts that are subject to dispute in good faith;consistent with past practices; or (dvi) take amending, revising, renewing or terminating any action lease, licence, registered user or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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 material agreement to maintain which the financial condition of another entity; (g) allow Vendor may be a party or which may materially affect only the lapse Purchased Business or termination of material policies of insurance unless contemporaneously replaced; (h) change (the Purchased Assets or permit to be changed) any material accounting trade name, business name, trademark, proposed trademark, certification xxxx, distinguishing guise, industrial design, copyright or Tax procedurepatent, method whether domestic or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; makeforeign an whether registered or unregistered, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating solely to the business of the Target Companies Purchased Business or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Purchased Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) except in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000;consistent with past practices. (rc) make the Vendor shall give notice to the Purchaser of any potential defaults or authorize any change in its Organizational Documents; (s) abandonbreaches of representations, encumber, assign, convey title (in whole warranties or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation covenants of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions Vendor or any other action that if taken would reasonably be expected material matter which may adversely affect only the Purchased Assets or the Purchased Business forthwith upon becoming aware of such matters; and (d) the Vendor shall continue to prevent maintain in full force and effect all policies of insurance currently in effect in respect of the satisfaction Purchased Assets and the Purchased Business and give all notices and present all claims under all policies of any condition set forth insurance in Article 8a due and timely fashion.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11Sellers each represent, except as otherwise expressly provided in this Agreement, the Target LLCs shall, ------------------------------------ covenant and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, agree that from the date hereof to the ClosingClosing Date: 8.1 The operations of the Refineries will be conducted in the usual and ordinary course of business, without the prior written consent of GNL and the Internalization Subs (which consent shall not Refinery Site Improvements and the Equipment will be unreasonably withheldmaintained and repaired in the usual and ordinary course. 8.2 Sellers will use all reasonable efforts to maintain in full force and effect the same or similar insurance policies covering the Assets now in effect, conditioned or delayed), assuming the Target Companies shall not, and Advisor Parent shall cause availability thereof at reasonable premiums. 8.3 Sellers will promptly notify Buyer of the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose receipt by a Seller of any Business Assets written notice or claim of default or breach by such Seller under, or of any termination or cancellation of, or threat of termination or cancellation of, any material properties Contract, Permit or assets of other material instrument relating to the Refineries or to any of the Target Companiesother Assets. 8.4 Sellers will promptly notify Buyer of any material loss of, damage to, or disposition of, any of the Assets (other than dispositions in the ordinary course of business consistent business). 8.5 Promptly after receipt of written notice thereof by a Seller, such Seller will give notice to Buyer of any material claim or litigation, threatened or instituted, or any other material adverse event or occurrence involving or affecting any of the Assets. 8.6 Sellers will take all actions and make all filings which are reasonably necessary to lawfully transfer the Assets to Buyer, except for filings in connection with past practice;approvals or consents of third parties and governmental agencies customarily made or obtained subsequent to transfer of title and actions and filings customarily made or obtained by a purchaser of assets; provided, however, that Sellers shall not be required to spend funds, which, together with any funds expended pursuant to Sections 7.1, 7.2 and 8.7 hereof, exceed $25,000 in the aggregate, nor shall Sellers be required to initiate any lawsuit, to comply with this covenant. 8.7 Sellers will comply with or cause to be complied with in all respects all applicable laws, rules, regulations and orders of all Federal, State and local governments or governmental agencies the violation of which, singly or in the aggregate, would have a material adverse effect on the Refineries or on any of the other Assets; provided, however, that Sellers shall not be required to spend funds, which, together with any funds expended pursuant to Sections 7.1, 7.2 and 8.6 hereof, exceed $25,000 in the aggregate to comply with this covenant. 8.8 Sellers shall not sell, dispose of, distribute, encumber (bother than in favor of Banque Paribas) amend or terminate enter into any Identified Contractagreement or arrangement for the sale, disposition, distribution or encumbrance (other than in favor of Banque Paribas) of any of the Assets (other than in the ordinary course of business;) or enter into any transaction, the effect of which would be to materially diminish the value of the Assets. 8.9 Without the prior written consent of Buyer, Sellers will not (ci) fail enter into any single contract or commitment for capital expenditures involving the Refineries or the other Assets in excess of $50,000 or (ii) enter into or accept any purchase orders, singly or in the aggregate, for crude oil, raw materials, feedstocks, or Refined Product containing obligations to timely pay any account payable deliver for a period longer than sixty (60) days other than in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From the date hereof Effective Date until the Closing or earlier or, if earlier, the termination of this Agreement in accordance with Article 11its terms, except as (w) otherwise expressly provided herein, (x) expressly consented to in this Agreementwriting by Buyer, the Target LLCs shall(y) set forth on Schedule 5.2 or (z) expressly required by applicable Legal Requirement, Seller and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: Seller Stockholders will: (a) (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its the present business operations, organization and goodwill of the Business and preserve present relationships with others having business dealings with it relating to the business customers, suppliers and employees of each Target Company or the Business Assets. Without limiting and (ii) conduct the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) not take or permit any action that, if it had been taken or permitted prior to the Effective Date, would reasonably be expected to result in a breach of any representation or warranty made by Seller or Seller Stockholders in this Agreement; (c) not amend its Organizational Documents in any manner that would frustrate the transactions contemplated by this Agreement; (d) not merge or terminate consolidate with or otherwise acquire the Equity Interests of any Identified Contractother Person; (e) not adopt a plan or complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization; (f) not sell, pledge, dispose of, transfer, lease, license, guarantee, encumber or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of any assets, other than any sale of finished Product Inventory in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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 entityBusiness; (g) allow not pledge, dispose of, transfer, lease, license, guarantee, encumber or authorize the lapse sale, pledge, disposition, transfer, lease, license, guarantee or termination encumber any Equity Interests in Seller, or issue any subscriptions, options, warrants, calls, contracts, demands, commitments, or convertible securities under which any Seller is obligated to issue any Equity Interests of material policies of insurance unless contemporaneously replaced;Seller. (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected toto materially increase Taxes with respect to the Business or the Acquired Assets for any taxable period beginning after the Closing Date or the portion of any Straddle Period beginning the day after the Closing Date; (i) not waive, individually release, compromise or in settle any pending or threatened Action except for Actions with respect to which an insurer has the aggregate, prevent, materially delay or materially impede sole right to control the consummation of the transactions contemplated herebydecision to settle; or (uj) takeagree, commit or agree offer to or otherwise commit fail to take, perform any action that results in or legally binds Seller to do any of the foregoing actions or any other action that if taken would reasonably be expected referred to prevent the satisfaction in clauses (a)-(i) of any condition set forth in Article 8this Section 5.2.

Conduct of Business Prior to Closing. From the date hereof Effective Date until the Closing or earlier or, if earlier, the termination of this Agreement in accordance with Article 11its terms, except as (w) otherwise expressly provided herein, (x) expressly consented to in this Agreementwriting by Buyer, (y) set forth on Schedule5.2 or (z) expressly required by applicable Legal Requirement, Seller and the Target LLCs shallPrincipal Member will, and Advisor Parent shall will cause the Target Companies Seller’s affiliates, members, director’s, officers, employees, agents and the other Advisor Parties, as applicable, representative to: : (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its the present business operations, organization and goodwill of the Business and preserve present relationships with others having business dealings with it relating to the business customers, suppliers and employees of each Target Company or the Business Assets. Without limiting and (ii) conduct the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (b) amend not take or terminate permit any Identified Contractaction that, other than if it had been taken or permitted prior to the Effective Date, would reasonably be expected to result in a breach of any representation or warranty made by Seller or the ordinary course of businessPrincipal Member in this Agreement; (c) fail to timely pay not amend its Organizational Documents in any account payable in manner that would frustrate the ordinary course of business, other than amounts that are subject to dispute in good faithtransactions contemplated by this Agreement; (d) take not merge or consolidate with or otherwise acquire the Equity Interests of any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposesother Person; (e) enter into any new line of businessnot adopt a plan or complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization; (f) make not sell, pledge, dispose of, transfer, lease, license, guarantee, encumber or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of any loansassets, advances or capital contributions to, or investments in, other than any other Person (including to any sale of its officers, directors, Affiliates, agents or consultants), make any change inventory in its existing borrowing or lending arrangements for or on behalf the Ordinary Course of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entityBusiness; (g) allow not pledge, dispose of, transfer, lease, license, guarantee, encumber or authorize the lapse sale, pledge, disposition, transfer, lease, license, guarantee or termination encumber any Equity Interests in Seller, or issue any subscriptions, options, warrants, calls, contracts, demands, commitments, or convertible securities under which any Seller is obligated to issue any Equity Interests of material policies of insurance unless contemporaneously replaced;Seller. (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected toto materially increase Taxes with respect to the Business or the Acquired Assets for any taxable period beginning after the Closing Date or the portion of any Straddle Period beginning the day after the Closing Date; (i) not waive, individually release, compromise or in settle any pending or threatened Action except for Actions with respect to which an insurer has the aggregate, prevent, materially delay or materially impede sole right to control the consummation of the transactions contemplated herebydecision to settle; or (uj) takeagree, commit or agree offer to or otherwise commit fail to take, perform any action that results in or legally binds Seller to do any of the foregoing actions or any other action that if taken would reasonably be expected referred to prevent the satisfaction in clauses (a)-(i) of any condition set forth in Article 8this Section 5.2.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except Except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof required by Law, or as Parent may otherwise consent to the Closing, without the prior written consent of GNL and the Internalization Subs in writing (which consent shall not be unreasonably withheld, conditioned or delayed), from the Target Companies shall notdate hereof through the Closing, the Company will, and Advisor will cause its Subsidiaries to, use its commercially reasonable efforts to operate the Business in all material respects in the Ordinary Course. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, required by Law, or as Parent may otherwise consent to in writing (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof through the Closing, the Company will, and will cause the Target LLCs not its Subsidiaries to, not: (a) enter into any debt agreement, obligation of indebtedness, or security, or create, incur, assume, or guarantee any indebtedness or issue any debt securities other than the borrowing of loans in the Ordinary Course pursuant to the Existing Credit Agreement (provided that the principal amount of the Indebtedness incurred thereunder shall not exceed the commitments in effect under the Existing Credit Agreement as of the date hereof), in each case, other than trade payables in the Ordinary Course; (i) other than in connection with the exercise of Stock Options outstanding on the date hereof in accordance with their existing terms, authorize for issuance, issue, sell, leasedeliver or agree or commit to issue, encumbersell or deliver any of its equity interests, transfer(ii) declare, license set aside or dispose of pay any Business Assets distribution (whether in cash or material properties property or assets any combination thereof) in respect of any of its equity interests, (iii) split, combine or reclassify any of its equity interests or issue or authorize or propose the Target Companiesissuance of any other equity securities in respect of, other than in the ordinary course of business consistent with past practice; lieu of, or in substitution for its equity interests, or (biv) amend the terms of, repurchase, redeem or terminate otherwise acquire any Identified Contract, other than in the ordinary course of businessits equity interests; (c) fail to timely pay any account payable amend its organizational documents, or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, amalgamation, reclassification, or like change in the ordinary course of businesscapitalization, or other than amounts that are subject to dispute in good faithreorganization; (d) take in each case other than as set forth on Schedule 4.3(d), materially amend or voluntarily terminate any action Material Contract or fail to take enter into any actioncontract, which action agreement or failure arrangement that would adversely affect GNL or RTL’s qualification as be a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposesMaterial Contract if entered into prior to the date hereof; (e) enter into in each case other than in the Ordinary Course, sell, lease, license, encumber, abandon, allow to lapse or otherwise dispose of, or agree to sell, lease, license, encumber, abandon, allow to lapse or otherwise dispose of, any new line of businessits material assets, including any Material Company Intellectual Property; (f) delay payment of any account payable or other Liability beyond its due date or the date when such liability would have been paid in the Ordinary Course; (g) pay or discharge, enter into any settlement or release with respect to, or commence, waive or compromise any Action that is material to the Company or any of its Subsidiaries; (h) cancel, terminate or amend in any material respect any insurance policy in effect as of the date hereof, other than the termination, renewal or replacement of any such policy in the Ordinary Course on comparable terms as in effect on the date hereof; (i) (i) acquire (by merger, consolidation or acquisition of stock or assets) or sell (by merger, consolidation or sale of stock or assets) equity securities of any Person or (ii) make any loans, advances or capital contributions to, or investments in, any other Person Person; (including j) except to the extent required under any Employee Benefit Plan or any existing Contract, (i) pay any bonuses or increase salaries or other compensation to any of its officers, directors, Affiliates, agents officers 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; employees (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth on Section 4.3(j) of the Disclosure Schedule), (ii) enter into any employment, severance or similar Contract with any officer or employee, (iii) enter into, modify or extend any CBA or recognize or certify any labor union, works council, labor organization or group of employees of the Company or its Subsidiaries as the bargaining representative for any employees of the Company or its Subsidiaries, (iv) materially adopt, increase, accelerate, amend, modify or terminate any Employee Benefit Plan or similar arrangement with a consultant (other than in connection with any vesting of In-the-Money Options as required by Section 1.7 hereof), (v) hire any employee at the REIT Merger Agreement level of Vice President or above or with annual compensation in excess of $150,000 or with severance or other termination benefits in excess of $50,000 (other than as set forth on Schedule 5.1(iSection 4.3(j) of the Disclosure Schedule); , or (jvi) commit to terminate the employment of any single employee at the level of Vice President or aggregate capital expenditure above or commitment with annual compensation in excess of $25,000,000 (on a consolidated basis)150,000 or with severance or other termination benefits in excess of $50,000; (k) except as required to consummate waive any restrictive covenant obligations of any employee or consultant of the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock Company or assets, or otherwise, any business or Person or division thereofits Subsidiaries; (l) cancel implement or adopt any debts change in its Tax accounting or waive any claims financial accounting principles, practices or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000methods; (m) (i) make, revoke, or amend any material Tax election, (ii) file any amended Tax Return or any claim for Tax refund, (iii) enter into any lease closing agreement affecting any Tax liability or refund, (iv) file any request for real property rulings or assign its rights underspecial Tax incentives with any Tax Authority, amend (v) settle or terminate compromise any lease with respect to real property;Tax liability or refund, (vi) extend or waive the application of any statute of limitations regarding the assessment or collection of any Tax, or (vii) enter into any Tax Sharing Agreement; or (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8actions.

Conduct of Business Prior to Closing. From During the period from the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11Closing, except as otherwise expressly provided in this Agreement, the Target LLCs Issuer shall, and Advisor Parent shall cause each of its Subsidiaries to, conduct its business in the Target Companies Ordinary Course of Business and in material compliance with Applicable Law and all Material Contracts. Without limiting the other Advisor Partiesgenerality of the foregoing, as applicableIssuer shall, and shall cause its Subsidiaries to: , (a) timely file all Tax Returns with a due date on or prior to the Closing Date in a manner consistent with past practice, and (b) use its reasonable best efforts to (i) use commercially reasonable efforts to conduct the preserve intact its present business of each Target Company organization (including preserving all assets in all material respects good repair and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary coursecondition), consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to maintain in effect all of its foreign, federal, state and local Permits, (iii) keep available the services of its present officers directors, officers, employees and employees who provide material services to GNL and RTL and their Subsidiaries; Service Providers consistent with Issuer’s Ordinary Course of Business, (iv) continue the ongoing clinical trials in a diligent manner, and (iiiv) use commercially reasonable efforts to preserve its maintain the goodwill and existing relationships with its customers, lenders, suppliers and others having significant business dealings relationships with it relating to the business of each Target Company or the Business Assetsit. Without limiting the generality of the foregoing, except as otherwise contemplated expressly permitted by this AgreementAgreement or as set forth in the applicable subsection of Section 5.2 of the Issuer Disclosure Schedule, during the period from the date hereof to until the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies Issuer shall not, and Advisor Parent nor shall cause the Target LLCs not it permit any of its Subsidiaries to: (a) sellamend its Charter Documents (whether by merger, leaseconsolidation or otherwise); (i) split, combine, subdivide or reclassify any shares of its capital stock (including the Shares), (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends payable to Issuer or any of its Subsidiaries or (iii) redeem, repurchase or otherwise acquire, or offer to redeem, repurchase or otherwise acquire, any Issuer Securities or any Issuer Subsidiary Securities; (c) (i) issue, pledge, dispose of, transfer, encumber, grant, sell or otherwise deliver, or authorize the issuance, pledge, disposal of, transfer, license encumbrance, grant, sale or dispose other delivery of, any Issuer Securities or Issuer Subsidiary Securities, other than the issuance of (A) any Shares upon the exercise of Issuer Stock Options or Issuer Warrants or purchase rights under the ESPP, in each case that are outstanding on the date hereof in accordance with their respective terms on the date hereof and in compliance with the terms of this Agreement, (B) any Shares upon the vesting of any Business Assets Issuer RSUs or material properties Issuer Restricted Shares, in each case, that are outstanding on the date hereof in accordance with their respective terms on the date hereof and (C) any Issuer Subsidiary Securities to Issuer or any other wholly-owned Subsidiary of Issuer, or (ii) amend any term of any Issuer Security or any Issuer Subsidiary Security (in each case, whether by merger, consolidation or otherwise); (d) incur any capital expenditures or any Liabilities in respect thereof, except for those contemplated by Section 5.2(d) of the Issuer Disclosure Schedule; (e) acquire (by merger, consolidation, acquisition of stock or assets of or otherwise), directly or indirectly, any of the Target Companiesassets, securities, properties, interests or businesses, other than in the ordinary course Ordinary Course of business Business of Issuer and its Subsidiaries in a manner that is consistent with past practice; (bf) amend merge or terminate consolidate Issuer or any Identified ContractSubsidiary of Issuer with any Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Issuer or any Subsidiary; (g) sell, assign, lease, license or otherwise transfer, abandon, dispose of or permit to lapse, or create or incur any Lien (other than Permitted Liens incurred in the Ordinary Course of Business) on, any of Issuer’s or its Subsidiaries’ assets (including any Intellectual Property Rights owned by or licensed to Issuer or any of its Subsidiaries), securities, properties, interests or businesses, other than (except in the case of any Intellectual Property Rights owned by or licensed to Issuer or any of its Subsidiaries) in the Ordinary Course of Business; (h) (i) extend, grant, amend, waive, cancel, abandon, allow to lapse or modify any rights in or to the Owned Intellectual Property Rights in a manner that is adverse to Issuer or its Subsidiaries, (ii) fail to diligently prosecute any material Patent application owned by Issuer or any of its Subsidiaries or the Licensed Intellectual Property Rights for which Issuer or any of its Subsidiaries controls the prosecution thereof as of the date of this Agreement or (iii) divulge, furnish or make accessible any Owned Intellectual Property Rights that constitute Trade Secrets, other than in the ordinary course Ordinary Course of businessBusiness to any Third Party that is subject to an enforceable written agreement to maintain the confidentiality of such Trade Secrets; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (fi) make any loans, advances or capital contributions to, or investments in, any other Person Person; (including j) create, incur, assume, suffer to exist or otherwise become liable with respect to any indebtedness for borrowed money or guarantees thereof, or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Issuer or any of its officersSubsidiaries; (k) except with the prior written consent of Purchaser (such consent not to be unreasonably withheld, directors, Affiliates, agents conditioned or consultantsdelayed), make (i) renew, enter into, amend or modify in any material respect or terminate any Material Contract or any Contract that would constitute a Material Contract if it were in effect on the date of this Agreement (except the expiration or automatic renewal of any Material Contract in accordance with its terms) or (ii) waive, release or assign any material rights, claims or benefits of Issuer or any of its Subsidiaries thereunder; (l) (i) with respect to any current or former Service Provider, (A) grant or increase any compensation, bonus, severance, retention, change in its control, termination pay, welfare or other benefits to (or amend any existing borrowing severance pay or lending arrangements for termination arrangement), (B) grant any equity or on behalf equity-based awards to, or amend or discretionarily accelerate the vesting or payment of any such Personsawards held by, any current or former Service Provider or other person or (C) enter into, establish, adopt, amend or terminate any Employment Agreement, Consulting Agreement, or any other employment, consulting services, severance, retention, change in control, termination pay, retirement, deferred compensation or other similar agreement or arrangement, (ii) establish, adopt, enter into, amend (except as required by Applicable Law), or become obligated to contribute to any Employee Plan or Collective Bargaining Agreement, other than routine amendments to Employee Plans that do not result in materially increased costs, (iii) recognize any new union, works council or similar employee representative with respect to any current or former Service Provider, (iv) establish, adopt or enter into any “keep well” plan, agreement or similar agreement arrangement, or otherwise commit, to maintain gross up or indemnify, or otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider, including under Section 409A or Section 4999 of the financial condition Code, (v) take any action to fund or in any other way secure the payment of another entitycompensation or benefits under any employee plan, agreement, Contract or arrangement or Employee Plan, (vi) make any material determination under any Employee Plan that is inconsistent with Issuer’s Ordinary Course of Business, or (vii) hire or engage the services of any individual as a Service Provider or terminate the service of any Service Provider (or induce or attempt to induce any Service Provider to terminate his or her service) other than for cause; (gm) allow the lapse change Issuer’s methods, principles, practices or termination of material policies of insurance unless contemporaneously replacedaccounting, in each case except as required by concurrent changes in GAAP or in Regulation S-X, as agreed to by its independent public accountants; (hn) change commence, compromise, settle, or offer or propose to settle, (or permit to be changedi) any material Action, (ii) any stockholder Action or dispute against Issuer, any of its Subsidiaries or any of their respective officers or directors or (iii) any Action or dispute that relates to the transactions contemplated hereby; (o) make or change any Tax election, change any Tax accounting period, adopt or Tax procedure, method or practice (including change any material method of accounting Tax accounting, amend any Tax Returns or file claims for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner refunds, file any Tax Returns that would be binding on are due after the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or Closing Date, enter into any “closing agreement” agreement with respect to Taxes, settle any Taxing Authority Tax claim, audit or assessment, surrender any right to claim a Tax refund, offset or other reduction in a manner that would be binding on Tax Liability, or Consent to any extension or waiver of the Target Companies following the Closingstatute of limitations period applicable to any claim or assessment in respect of Taxes; (ip) increase terminate or modify in any manner material respect, or fail to exercise renewal rights with respect to, any insurance policy; (q) assign, transfer, lease, cancel, fail to renew or fail to extend any Permit; (r) forgive any loans to directors, officers, employees or any of their respective Affiliates; (s) amend or modify the compensation letter of engagement of the Financial Advisor or benefits of engage other advisors or consultants in connection with the transactions contemplated hereby; (t) pre-pay any Employee, accelerate vesting of any benefit or payment to any Employee or long-term indebtedness for borrowed money; (u) pay or otherwise grant discharge any benefit with respect to claims, Liens or Liabilities which are not reserved for or reflected in the Issuer Balance Sheet; (v) implement any Employeeplant closing, relocation or layoff of employees that could implicate the WARN Act or any similar Applicable Law; (w) enter into or amend any Contract, or enter into take any contract other action, that would reasonably be expected to prevent or materially delay or materially impair the consummation of the Sale; or (x) agree, resolve or commit to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11until the Closing, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: Seller will (ia) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets only in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; practice, (iib) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve and protect the Business, its organization, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others having doing business dealings with it relating it, (c) confer with Buyer concerning operational matters of a material nature, (d) otherwise report periodically to Buyer concerning the business status of each Target Company its business, operations and finances, and (e) not act or omit to act in a manner that would impair or otherwise adversely affect any of the Transferred Assets or the Business Assetsfinancial or other ability of Seller to perform Seller’s obligations under this Agreement. Without limiting the generality of the foregoing, foregoing and except as otherwise contemplated expressly permitted by this Agreement, from Seller will not take any of the date hereof following actions with respect to the ClosingBusiness or the Transferred Assets, without the prior written consent of GNL and the Internalization Subs (Buyer, which consent shall will not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of voluntarily incur any Business Assets or material properties or assets of any of the Target Companies, Liability other than in the ordinary course or in connection with the performance or completion of business the Contemplated Transactions; (b) lease, license, sell, transfer, encumber or permit to be encumbered any Transferred Asset, except in connection with the sale of Products in the ordinary course of business, consistent with past practice; (bc) dispose of any Transferred Asset, except inventory and obsolete equipment of the Business (other than the Equipment) in the ordinary course of business, consistent with past practice; (d) waive or release any right or claim that is a Transferred Asset; (e) terminate or amend any Assumed Contract; (f) increase the remuneration or terminate otherwise change terms of employment of any Identified ContractTransferred Employee other than as required by law; (g) sell any Product (i) with payment terms longer than terms customarily offered by Seller for such Product, (ii) at a greater discount from listed prices than customarily offered for such Product, other than pursuant to a promotion of a nature previously used in the ordinary course of business, consistent with past practice, for such Product, (iii) at a price that does not give effect to any general increase in the list price for such Product publicly announced prior to the Closing Date, (iv) with shipment terms more favorable to the customer than shipment terms customarily offered by Seller for such Product, (v) in a quantity greater than the reasonable resale requirement of the particular customer or (vi) in conjunction with other material benefits to the customer not previously offered in the ordinary course of business to such customer; (i) cause the Business to merge with, enter into a consolidation with or acquire an interest of 5% or more in any Person engaged in a business relating to the Business, (ii) acquire a substantial portion of the assets or business of any Person engaged in a business relating to the Business or any division or line of business thereof, or (iii) otherwise acquire any material assets relating to the Business other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” consistent with any Taxing Authority in a manner that would be binding on the Target Companies following the Closingpast practice; (i) increase make any capital expenditure or commitment for any capital expenditure, in each case relating to the Business, in excess of $100,000 individually or $200,000 in the aggregate; (j) incur any manner Indebtedness relating to the compensation Business in excess of $100,000 individually or benefits of $200,000 in the aggregate; (k) make any Employeeloan to, accelerate vesting of guarantee any benefit or payment to any Employee or pay indebtedness of, or otherwise grant incur any benefit indebtedness on behalf of, any person in connection with respect to any Employee, or enter into any contract the Business; (l) do anything that would have a Material Adverse Effect on the Business; or (m) agree to do any of the foregoing, things described in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8Section 6.1.

Conduct of Business Prior to Closing. From During the period from the date hereof of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article 11Date, except as otherwise expressly may be required to reach an agreement with any Alternative Purchaser as provided in this Agreementthe Bid Procedures and to close a transaction with such Alternative Purchaser, the Target LLCs shall, Seller hereby covenants and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not toagrees: (a) To operate the Restaurants and the Purchased Assets in the ordinary and normal course of a debtor-in-possession in substantially the same manner in which they have been conducted since January 3, 2003, to maintain the Purchased Assets in substantially the same condition as they are in on the date of execution of this Agreement, reasonable wear and tear excepted, to maintain the amounts in the Cash Drawers in the ordinary course of business consistent with past practices and not to sell, lease, encumber, transfer, license transfer or otherwise dispose of any Business Assets or material properties or assets of any of the Target CompaniesPurchased Assets without the written consent of Purchaser, other than a sale of items of Inventory in the ordinary course of the business of the Restaurants or pursuant to a superior bid in accordance with the Bid Procedures; (b) To use its reasonable best efforts to maintain and preserve the Purchased Assets (including any and all permits and licenses necessary for the operation thereof) intact and to preserve, subject to changes in the ordinary course of business, relationships with employees, independent contractors, customers, suppliers and others having business relations with Seller; (c) To give prompt written notice to Purchaser of any material adverse change in the condition or operation of the Purchased Assets, considered on a Restaurant-by-Restaurant basis (or, in the case of Dynamic Foods, on a stand-alone basis); (d) To maintain all insurance policies relating to Seller’s businesses and in force as of the date of this Agreement; (e) Not to issue any gift books, coupons or other discounts to customers, or to any other persons, other than in the ordinary course of business consistent with past practicepractices; (bf) amend or terminate any Identified Contract, other than To maintain customary inventory practices in the ordinary and normal course of business; (cg) fail Not to timely pay grant or agree to grant any account increase in any rate or rates of salaries or compensation or other benefits or bonuses payable to employees of Seller, except for increases in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action accordance with its past employment practices or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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 accordance with the financial condition of another entity; (g) allow order authorizing stay bonuses entered with the lapse or termination of material policies of insurance unless contemporaneously replacedBankruptcy Court; (h) change (or permit Not to be changed) institute any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) planned reduction in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closingworkforce; (i) increase in Not to take any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do action that will cause any of the foregoing, in each case other than as set forth in the REIT Merger Agreement Seller’s representations or as set forth on Schedule 5.1(i)warranties to be untrue or incorrect; (j) commit Not to omit any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate action that the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) Seller would take in the ordinary course of business, (y) which omission will cause the Seller’s representations or warranties to replace any departing officer, employee be untrue or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000incorrect; (rk) make Not to amend or authorize modify the terms of any change contract or lease in its Organizational Documents;a manner that is adverse to Seller or Purchaser in any material respect, provided that without limiting the foregoing, Seller shall not amend any Real Property Lease or Ground Lease in any manner that will increase Purchaser’s occupancy costs for such property; provided, further that written “escalator” provisions currently contained in such leases shall not be deemed to violate this Section 4.8(k); and (sl) abandon, encumber, assign, convey title To issue monthly financial statements no later than twenty (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t20) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in days after the aggregate, prevent, materially delay or materially impede the consummation end of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any month for the operations of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8Purchased Assets.

Conduct of Business Prior to Closing. From Except as set forth on Schedule 7.1 or consented to in writing in advance by Buyer, during the period commencing on the date hereof until the Closing or earlier termination of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with Article 11, except as otherwise expressly provided in this Agreementits terms (the “Pre-Closing Period”), the Target LLCs shall, and Advisor Parent Company shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the act and carry on its business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice Ordinary Course of Business and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services (w) maintain and preserve its business organization, material assets and properties, (x) maintain in effect all of its present material Permits, (y) maintain satisfactory relationships with its directors, officers and employees who provide material services Key Employees (provided that the Company has no obligation to GNL and RTL and their Subsidiaries; enter into retention arrangements with such individuals) and (iiiz) use commercially reasonable efforts to preserve its maintain satisfactory relationships with its suppliers, lenders, vendors, regulators and others having business dealings material contractual relationships with it relating to the business of each Target Company or the Business AssetsCompany. Without limiting the generality of the foregoing, except as otherwise contemplated (A) required by this AgreementApplicable Law, from including Antitrust Laws and measures enacted by any Governmental Body in response to a Contagion Event, (B) expressly required herein, (C) set forth on Schedule 7.1, or (D) consented to in writing in advance by Buyer during the date hereof to Pre-Closing Period, the Closing, without the prior written consent of GNL and the Internalization Subs (which consent Company shall not be unreasonably withheld, conditioned or delayed), do any of the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not tofollowing: (a) sell(i) declare, leaseauthorize, encumberset aside for payment or pay any dividend on, transferor make any other distribution in respect of, license or dispose of any Business Assets or material properties or assets of any of the Target Companiesits Equity Securities or (ii) adjust, other than in the ordinary course split, combine, subdivide or reclassify any of business consistent with past practiceits Equity Securities or redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any of its Equity Securities; (b) amend authorize for issuance, issue or terminate any Identified Contractsell or agree or commit to issue or sell (whether through the issuance or granting of options, other than in the ordinary course of business; (cwarrants, commitments, subscriptions, rights to purchase or otherwise) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf Equity Securities (other than the issuance of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner Common Shares upon the compensation or benefits conversion of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company Preferred Shares that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages this Agreement in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none accordance with their terms as of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or date hereof and (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director Common Shares upon the exercise of any Target Company or Employer; Options that are outstanding on the date of Agreement in each case other than (w) accordance with their terms as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.date hereof);

Conduct of Business Prior to Closing. From Unless the Buyer otherwise agrees in writing, between the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, toClosing Date the Sellers will: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the its respective Business Assets only in the ordinary course, consistent with past practice and in compliance with the requirements Ordinary Course of the Advisory Agreements and the Property Management AgreementsBusiness; (ii) use commercially reasonable efforts to keep available preserve substantially intact the services business organization of its present officers and employees who provide material services to GNL and RTL and their SubsidiariesBusiness; and (iii) use commercially reasonable efforts to preserve its Assets and current relationships with others having its customers, suppliers, distributors and other persons with which it has significant business dealings with it relating to relationships. Between the business date of each Target Company or this Agreement and the Business Assets. Without limiting Closing Date, except in the generality Ordinary Course of Business, Sellers will not do any of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, following without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not toBuyer: (a) sellgrant any pledge, leaseEncumbrance, encumbersecurity interest, transfermortgage, license charge, adverse claim of ownership or dispose use, or other Encumbrance of any Business Assets or material kind on any properties or assets Assets (whether tangible or intangible) of any of the Target Companies, other than in the ordinary course of business consistent with past practiceSellers; (b) amend establish or terminate increase any Identified Contractbonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other than in employee benefit, or otherwise materially increase the ordinary course compensation payable to or to become payable to any employees or officers of businessSellers, except as may be required by Law; (c) fail to timely pay enter into any account payable in employment or severance agreement with any of the ordinary course employees of businessSellers or enter into any consulting, contracting or similar agreement or arrangement with any consultant, independent contractor or other than amounts that are subject to dispute in good faithnon-employee of Sellers; (d) take sell, assign, transfer, lease or otherwise dispose of any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposesAssets of Sellers; (ei) enter into acquire (by merger, consolidation or acquisition of stock or assets) any new line corporation, partnership or other business organization or division thereof, or (ii) other than to the extent the same will be repaid in connection with the Closing, incur any Indebtedness or otherwise as an accommodation, or become responsible for the obligations of businessany person or make loans or advances; (f) make change any loansmethod of accounting or accounting practice used by Sellers, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of than such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entitychanges as are required by GAAP; (g) allow the lapse without providing Buyer written notice, issue any additional equity interests in Seller or termination securities convertible into or exchangeable for such equity interests, or issue or grant any options, warrants, calls, subscription rights or other rights of material policies of insurance unless contemporaneously replacedany kind to acquire additional equity interests, such other equity interests or such securities; (h) change (amend such Seller’s certificate of formation or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closingbylaws; (i) increase in any manner the compensation or benefits of any Employeeauthorize, accelerate vesting of any benefit or payment to any Employee declare or pay or otherwise grant any benefit with respect to any Employee, or Distributions; or (j) enter into any contract an agreement to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except Except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from and after the date hereof, Seller shall cause the Company to conduct, and the Company shall conduct, its Business in the ordinary course consistent with past practice. Except as contemplated by this Agreement or as consented to by Purchaser (which consent may be withheld in Purchaser's sole and absolute discretion), from and after the date hereof, Seller shall act, shall cause the Company to act, and the Company shall act, as follows: (a) The Company will not adopt any material change in any method of accounting or accounting practice, except as contemplated or required by GAAP; (b) The Company will not amend its charter or by-laws; (c) Except for the disposition of obsolete equipment in the ordinary course of business and except as contemplated by Section 2.5 of this Agreement, the Company will not sell, mortgage, pledge or otherwise dispose of any material assets or properties owned, leased or used in the operation of the Business; (d) The Company will not merge or consolidate with, or agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other business entity; (e) The Company will not authorize for issuance, issue, or sell any additional shares of its capital stock except as required by the exercise of options outstanding on the date hereof as described in Annex 2 or issue any securities or obligations convertible or exchangeable into shares of its capital stock or issue or grant any option, warrant or other right to purchase any shares of its capital stock; (f) The Company will not incur, or agree to incur, any debt for borrowed money; (g) The Company will not change its historic practices concerning the payment of accounts payable; (h) The Company will not declare, issue, or otherwise approve the payment of dividends of any kind in respect of the Stock or redeem, purchase or acquire any of its capital stock; (i) The Company shall maintain the existing insurance policies on the assets of the Station or other policies providing substantially similar coverages; (j) Except in the ordinary course of its Business and consistent with past practice or except as otherwise as contemplated by this Agreement, the Company will not permit any increases in the compensation of any of the employees of the Station except as required by law or existing contract or agreement or enter into or amend any Company Plan or Company Benefit Arrangement; provided, however, that in no event shall any individual employee's compensation increase exceed five percent (5%) of their compensation as of the date hereof or as disclosed on any Schedule hereto; (k) Except in the ordinary course of its Business and consistent with past practice, the Company shall not enter into or renew, extend or terminate, or waive any contract or commitment relating to the ClosingStation or the assets of the Station, or incur any obligation that will be binding on Purchaser after Closing without the prior written consent of GNL and the Internalization Subs (Purchaser, which consent shall not be unreasonably withheld, conditioned except for sixty (60) calendar days after the date hereof in respect of programming contracts, Purchaser may withhold its consent for any reason and, in any event only to the extent such renewal, extension, termination, or delayed)waiver does not exceed Twenty Thousand Dollars ($20,000.00) for any one contract or One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate for all Contracts. For purposes of this Section 9.3k, Seller and the Company acknowledge that it shall not be unreasonable for Purchaser to withhold its consent to approve any programming contract where Purchaser (i) is acting in good faith and not for any competitive advantage, or (ii) in good faith has reason to conclude that it can acquire such programming on better terms. Notwithstanding anything to the contrary contained herein, if Purchaser shall withhold its consent to the Company entering into any programming contract, no television station located in the Buffalo designated market area which is owned and/or programmed by any Affiliate of Purchaser shall enter into a programming contract with respect to the same program. (l) Except for the Grant II Spin-Off, the Target Companies Company shall not, and Advisor Parent shall cause not enter into any transactixxx xxxh any Affiliate of the Target LLCs not to:Company or Seller that will be binding upon Purchaser or the Station following the Closing Date; (am) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or The Company shall maintain the assets of any the Station or replacements thereof in good operating condition and adequate repair, normal wear and tear excepted; (n) The Company shall, in connection with the operation of the Target CompaniesStation, make expenditures materially consistent with the estimates of expenses set forth in the Company's operating budget as set forth on Schedule 9.3n and, including, without limitation, the Company shall make such consistent expenditures in respect to promotional, programming and engineering activities for the Station (and any employee expenditures related to such activities) for any period covered by the current operating budget of the Station and otherwise in connection with past practice; (o) The Company shall not make or change any Tax election, amend any Tax Return, or take or omit to take any other than action not in the ordinary course of business and consistent with past practice;practice that would have the effect of increasing any Taxes of Purchaser or any of its Affiliates or any Taxes of the Company. (bp) amend or terminate any Identified ContractThe Company shall file all Tax Returns when due; provided, other than however, that, with the exception of payroll tax filings in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of businessCompany's business and consistent with past practice, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend Company shall not file any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” without providing Purchaser with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment reasonable opportunity to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement review and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating consent to the business filing of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights undersuch Tax Return, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount which consent will not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization;be unreasonably withheld. (q) hire or terminate any executive officer or director of any Employer or Target The Company other than (i) a termination for cause, or (ii) due shall use its reasonable efforts consistent with past practice to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in preserve the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation Business and organization of the transactions contemplated hereby; or (u) take, or agree or otherwise commit Station and to take, any keep available to the Station its present employees and to preserve the audience of the foregoing actions or any other action that if taken would reasonably be expected to prevent Station and the satisfaction of any condition set forth in Article 8Station's present relationships with suppliers, advertisers, and others having business relations with it.

Conduct of Business Prior to Closing. From the date hereof Seller agrees that until the Closing Date, or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, unless Buyer otherwise consents in writing and except for the Target LLCs shallTransaction, and Advisor Parent shall cause it will: (a) Except as expressly permitted in Section 5.8 below, not offer, license or sell or agree to offer, license or sell any rights or property (tangible or intangible) which are included in the Target Companies and Assets or modify, amend, terminate, rescind or cancel or grant any waiver with respect to any existing agreements (including without limitation any Existing Exploitation Agreements) with respect to the other Advisor Parties, as applicable, to: Assets or expand any rights or property (itangible or intangible) use commercially reasonable efforts with respect to conduct the business of each Target Company in all material respects and Assets granted to any Person or accelerate the business time for payments of any other Advisor Party amounts owing to Seller under any such agreements without first securing the written consent of Buyer; provided, however, that Seller may continue to operate in all material respects as it relates the ordinary course of its business and enter into transactions that will not have a Material Adverse Effect on the Assets without first securing the written consent of Buyer; in any event, however, Seller shall not offer, license or sell, or agree to offer, license or sell, in the Business ordinary course of its business or otherwise, any rights or property (tangible or intangible) which are included in the Assets in the ordinary courseterritories set forth on SCHEDULE 5.1 without first securing the written consent of Buyer; (b) And after the Closing Date it will, consistent promptly notify Buyer with past practice and in compliance with respect to the requirements receipt of any notice of the Advisory type described in Section 3.6; (c) Not enter into any Exploitation Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business Exploitation of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, any Film Assets without securing the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall notBuyer, and Advisor Parent provided further, that if Buyer consents to any such Exploitation Agreements, then any Proceeds of such Exploitation Agreements received by Seller prior to the Closing Date shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any be used by Seller only to pay for budgeted production costs of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faithmotion picture entitled "An Xxxx Xxxxxxx Film"; (d) take Not transfer or encumber or agree to transfer or encumber any action or fail of the Assets in any way, except as specifically permitted herein; Buyer acknowledges and agrees that the sale by Seller of any rights in the motion picture entitled "Die Hard III" other than the BVI Die Hard Rights shall not constitute a sale of any Assets hereunder, so long as such sale does not have a Material Adverse Effect on any of the BVI Die Hard Rights; Buyer further acknowledges that anything that Buyer has agreed to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as in this Agreement will not constitute a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposesMaterial Adverse Effect on the BVI Die Hard Rights; (e) enter into any new line Maintain its Books and Records in accordance with past practices and policies, except for such changes of businesswhich it will advise Buyer as are required to comply with generally accepted accounting principles or applicable law; (f) make any loans, advances Deliver to Buyer each month a statement detailing the agreements or capital contributions to, or investments in, any other Person (including transactions entered into in accordance with this Section 5.1 with respect to any of its officers, directors, 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;Assets; and (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner Agree that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase no motion picture on which Seller and/or Seller's Affiliates commence pre-production or production will be deemed to be a "Qualified Picture" (as that term is defined in the Disney Distribution Agreement) under the Disney Distribution Agreement and neither Seller or Seller's Affiliates, on the one hand, nor Buyer or Buyer's Affiliates, on the other hand, will have any manner the compensation rights or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit obligations with respect to such motion picture against the other party; and (ii) if Seller produces any Employeesuch motion picture, or enter into there will not be any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease cross-collateralization with respect to real property; (n) issue, sell or grant any equity interests of any of against the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From On and after the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11Date, except as expressly permitted or required by this Agreement or as otherwise expressly provided consented to by Purchaser in this Agreementwriting, Parent and Seller shall use their reasonable efforts to: (a) operate the Business only in the Ordinary Course of Business; (b) not purchase or acquire any assets or properties for use in the Business, whether real or personal, tangible or intangible, other than supplies purchased in the Ordinary Course of Business, and not sell or otherwise dispose of any property or asset constituting or used in the Business, except in the Ordinary Course of Business; (c) maintain the tangible Purchased Assets in their present order and condition, reasonable wear and tear excepted, and maintain all policies of insurance on the tangible Purchased Assets in amounts and on terms substantially equivalent to those in effect on the date hereof; (d) not take any action or omit to take any action which will cause a material breach of any Assigned Contract or Assumed Liability, or modify, amend or otherwise alter or change any material term of any Assigned Contract or Assumed Liability; (e) take all steps reasonably necessary to maintain the Intellectual Property and the Intangibles; (f) pay all Accounts Payable, and collect all Accounts Receivable, in the Ordinary Course of Business; (g) comply with all Laws applicable to Parent, Seller, the Target LLCs shallBusiness, the ownership and Advisor Parent shall cause operation of the Target Companies Purchased Assets and the other Advisor Parties, as applicable, to: Assumed Liabilities; (h) maintain the books and records and accounts of or applicable to the Business in the Ordinary Course of Business; (i) use commercially reasonable efforts to conduct continue the business employment of each Target Company in all material respects of the Subject Employees and not modify the business salary or other compensation (including benefits) of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; Subject Employee; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iiij) use commercially reasonable efforts to preserve its relationships with the goodwill and patronage of the customers, employees, suppliers and others having a business dealings relationship with it relating the Parent or Seller related to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis)Business; (k) except as required to consummate not institute or settle or compromise any Proceeding involving the transactions pursuant to this Agreement and Business, the Transaction Documents, acquire, by merger, consolidation, acquisition of stock Purchased Assets or assets, or otherwise, any business or Person or division thereofthe Assumed Liabilities; (l) cancel not engage in any debts practice, enter into any transaction, take any action or waive omit to take any claims action which, if engaged in, entered into, taken or rights of relating omitted to be taken prior to the business date of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000;this Agreement, would be required to be disclosed on Schedule 4.6; and (m) enter into not agree or commit to take any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of action precluded by any of the Target Companiesforegoing clauses of this Section 5.2. Notwithstanding the foregoing, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any if as a result of the Target Companies, actions by Xxxxx Xxxxxx beyond the exercise of his customary authority and taken without the prior knowledge of Xxxxxx X. Xxxxxxxx or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to takeXxxxxxx X. Xxxxxxx, any of the foregoing actions is breached, such breach shall not be deemed a breach of this Section or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8this Agreement by Parent or Seller.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier or, if earlier, the termination of this Agreement in accordance with Article 11its terms, except as (w) otherwise expressly provided herein, (x) expressly consented to in this Agreementwriting by Buyer, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not(y) set forth on Schedule 5.2 or (z) expressly required by applicable Legal Requirement, and Advisor Parent shall cause the Target LLCs not toSeller will: (a) sell(i) use its commercially reasonable efforts to preserve the present business operations, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any organization and goodwill of the Target CompaniesBusiness and preserve present relationships with customers, other than suppliers and employees of the Business and (ii) conduct the Business in the ordinary course of business consistent with past practice; (b) not take or permit any action that, if it had been taken or permitted prior to the date hereof, would reasonably be expected to result in a breach of any representation or warranty made by Seller in this Agreement; (c) not amend its Organizational Documents in any manner that would frustrate the transactions contemplated by this Agreement; (d) not merge or terminate consolidate with or otherwise acquire the Equity Interests of any Identified Contractother Person; (e) not adopt a plan or complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization; (f) not sell, pledge, dispose of, transfer, lease, license, guarantee, encumber or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of any assets, other than any sale of finished Product Inventory in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected toto materially increase Taxes with respect to the Business or the Acquired Assets for any taxable period beginning after the Closing Date or the portion of any Straddle Period beginning the day after the Closing Date; (h) not waive, individually release, compromise or in settle any pending or threatened Action except for Actions (i) with respect to which an insurer has the aggregateright to control the decision to settle or (ii) as to which such settlement does not adversely affect Seller after the Closing or solely involves monetary payments, preventprior to the Closing, materially delay or materially impede the consummation of the transactions contemplated herebyless than $75,000; or (ui) takeagree, commit or agree offer to or otherwise commit fail to take, perform any action that results in or legally binds Seller to do any of the foregoing actions or any other action that if taken would reasonably be expected referred to prevent the satisfaction in clauses (a)-(h) of any condition set forth in Article 8this Section 5.2.

Conduct of Business Prior to Closing. From (a) The Seller covenants and agrees that, between the date hereof until and the Closing or earlier termination of this Agreement in accordance with Article 11Date, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent it shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to operate the Business Assets in the ordinary course, consistent with past practice practice, and shall cause EMG and the Subsidiary to operate in compliance the ordinary course of business, consistent with past practice, except as otherwise provided in this Agreement or as described in SCHEDULE 4.1(a). (b) The Seller and the requirements Buyer agree that all intercompany accounts receivable, accounts payable and indebtedness between the Seller, on the one hand, and the Subsidiary, on the other hand, shall be transferred from the Seller to EMG at or prior to the Closing. Attached hereto as SCHEDULE 4.1(b) is a list of all such intercompany accounts receivable, accounts payable and indebtedness as they stand as of the Advisory Agreements date hereof. (c) In furtherance and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality not in limitation of the foregoing, the Seller covenants and agrees that, except as otherwise contemplated by this Agreementdescribed in SCHEDULE 4.1(c), from the date hereof Seller (with respect to the Business only), EMG and the Subsidiary will not, prior to the Closing, without the express prior written consent of GNL and the Internalization Subs (Buyer, which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (ai) sellMake any purchase, lease, encumber, transfer, license sale or dispose disposition of any Business Assets asset or material property with a purchase price in excess of $50,000 other than in the ordinary course of business, purchase any capital asset costing more than $50,000 except as provided in EMG's written capital budget attached hereto as SCHEDULE 4.1(c)(i), or grant any Encumbrance on any of its properties or assets other than in the ordinary course of business, except for any such Encumbrance which, by its terms, will be terminated or otherwise be extinguished at or prior to the Closing; (ii) Incur any indebtedness or incur any material contingent liability as a guarantor or otherwise with respect to the obligations of others, or incur any other material contingent or fixed obligations or liabilities except in the ordinary course of business; (iii) Make any change or incur any obligation to make a change in its certificate of incorporation, by-laws or authorized or issued capital stock; (iv) Declare, set aside or pay any dividend, make any other distribution in respect of its capital stock or make any direct or indirect issuance, redemption, purchase or other acquisition of its capital stock; (v) Make any change in the compensation payable or to become payable to any of the Target Companiesits officers, employees, agents or independent contractors other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (uvi) takeAmend, modify or agree terminate any contract or otherwise commit agreement disclosed pursuant to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8Section 2.12(a) hereof.

Conduct of Business Prior to Closing. From the date hereof until Signature Date to the Closing Date, Seller shall not engage in any transaction affecting the Branches or earlier termination the Assets except in the ordinary course of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, business; shall operate and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct manage the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to Branches, preserve the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements present operations of the Advisory Agreements Branches and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its preserve Buyer’s present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others persons employed at the Branches having business dealings with it relating the Branches, in the ordinary course consistent with past practices and in accordance with GAAP; shall maintain the Records in the usual, regular and ordinary manner; and shall duly maintain compliance with all laws, regulatory requirements and agreements to which the business of each Target Company Branches are subject or the Business Assetsby which Seller is bound. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof prior to the ClosingClosing Date, Seller shall not, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not toBuyer: (a) sellfail to maintain the Assets and the Branches in their present state of repair, leaseorder and condition, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practicereasonable wear and tear excepted; (b) amend fail to maintain the Records in accordance with GAAP; (c) fail to comply in all material respects with all applicable laws and regulations related to or terminate affecting the operation of the Branches; (d) authorize or enter into any Identified Contractmaterial contract or amend, other than modify or supplement any material contract related to or affecting the operation of the Branches; (e) perform any act which could, or omit to perform any act, the omission of which could, cause a breach of any contract, commitment or obligation relating to or affecting the operation of the Branches; (f) make any changes in its accounting systems, policies, principles or practices related to or affecting the operation of the Branches; (g) enter into or renew any data processing service contract related to or affecting the operation of the Branches; (h) make any change in any lease related to the Leased Branches; (i) cause the Branches to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business; (cj) fail cause the Branches to timely pay any account payable transfer, in the ordinary course of business, to Seller’s other than amounts that are subject to dispute in good faith; (d) take operations or branches any action Account Loans, Fixed Assets, Branch Employees, Deposits or fail to take any actionRecords, which action or failure that would adversely affect GNL or RTL’s qualification as except upon the unsolicited request of a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoingcustomer or, in each the case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis)Branch Employee transfer, upon an unsolicited request of a Branch Employee; (k) except as required to consummate make any loan or commitment for any loan for the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business account of the Target Companies or the Business Assets having Branches which will constitute an individual or aggregate value in excess of $2,500,000; (m) enter into any lease Asset to be acquired by Buyer, except for real property or assign its rights under, amend or terminate any lease with respect loans and commitments which Seller legally is able to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that make and which are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) made in the ordinary course of business; (l) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with Branch Employees and customers of the Branches; (m) encumber, transfer, assign, otherwise dispose of, or enter into any contract, agreement or understanding to encumber, transfer, assign or otherwise dispose of, any of the Assets except in the ordinary course of business; (yn) to replace invest in any departing officer, employee Fixed Assets or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment improvements in excess of Ten Thousand Dollars ($1,000,00010,000) at either of the Branches, except for commitments made on or before the Signature Date and previously disclosed to Buyer in writing for replacements of furniture, fixtures and equipment and for normal maintenance and refurbishing purchased or made in the ordinary course of business; (ro) increase or agree to increase the salary, remuneration or compensation of Branch Employees other than in accordance with Seller’s customary policies and past practices and/or any bank-wide changes, or pay or agree to pay any uncommitted bonus to any Branch Employees other than regular bonuses granted based on historical practice; provided, however, that Seller may, at its option (and without in any way assuming an obligation to do so) (i) make payments to or authorize any change for Branch Employees in its Organizational Documents;lieu of or as partial compensation for savings incentives or other employee benefits, and (ii) pay incentive compensation to Branch Employees for purposes of retaining their services or maintaining Deposit levels through the Closing Date. (sp) abandonamend or modify any of its promotional, encumberDeposit Account or Account Loan practices with respect to the Branches, assign, convey title (other than amendments or modifications in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree the ordinary course of business or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in consistent with the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated herebyprovisions hereof; or (uq) takefail to maintain deposit rates, service charges or agree or otherwise commit to take, any of service fees at the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth Branches substantially in Article 8accord with past standards and practices.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11(a) Prior to Closing, except as otherwise expressly provided in this Agreement, the Target LLCs shall, Sellers and Advisor Parent Contributors shall cause MGS to maintain the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary coursecourse of business, consistent with past practice including timely completion of all interconnects to producers using or intending to use the Facilities pursuant to any existing Contract. (b) Without the consent of Buyer, and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts prior to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL Sellers and the Internalization Subs (which consent Contributors shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not permit MGS to: (ai) sellwaive, leasecompromise, encumber, transfer, license or dispose settle any right or claim; (ii) make any distribution of any Business Assets kind or material properties or assets of any of the Target Companiescharacter to its partners, other than the Excluded Assets; (iii) incur obligations with respect to, or undertake any transactions relating to, the Assets other than transactions (1) in the normal, usual, and customary manner, (2) of a nature and in an amount consistent with prior practice, and (3) in the ordinary course of business consistent with past practiceof owning and operating the Assets; (biv) amend encumber, sell, or terminate otherwise dispose of any Identified Contractof the Assets, other than property which is replaced by equivalent property, or which is used, consumed, or abandoned in the normal operations of Sellers’ business; (v) amend its certificate of limited partnership or Agreement of Limited Partnership; (vi) liquidate, dissolve, recapitalize or otherwise wind up its business; (vii) change its accounting methods, policies or practices, except as required by generally accepted accounting principles; (viii) sell, assign, transfer, lease or otherwise dispose of any material non-current assets except in the ordinary course of business; (cix) fail to timely pay make any account payable capital expenditure in excess of $50,000, other than reasonable capital expenditures in connection with any emergency or force majeure events affecting MGS; (x) incur any indebtedness outside the ordinary course of business, other than amounts that are subject to dispute in good faithbusiness consistent with past practices of MGS; (dxi) take merge or consolidate with, or purchase substantially all of the assets or business of, or equity interests in, or make an investment in any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposesPerson; (exii) enter into issue or sell any new line equity interests, notes, bonds or other securities of business;MGS, or any option, warrant or right to acquire same; or (fxiii) make any loansagree, advances whether in writing or capital contributions tootherwise, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without and except to the prior written consent of GNL and extent that Purchaser shall otherwise Consent, Seller, with respect to the Internalization Subs (which consent shall not be unreasonably withheldBusiness, conditioned or delayed), the Target Companies shall notshall, and Advisor Parent shall cause the Target LLCs not its Subsidiaries to: (a) sell, lease, encumber, transfer, license or dispose of any operate the Business Assets or material properties or assets of any of the Target Companies, other than substantially as previously operated and only in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (b) amend or terminate any Identified Contract, maintain the Acquired Equipment and the other than tangible personal property included in the ordinary course of business; (c) fail to timely pay any account payable Acquired Assets in the ordinary course of businesstheir present order and condition, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any actionreasonable wear and use excepted, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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 and maintain the financial condition of another entity; (g) allow the lapse or termination of material all policies of insurance unless contemporaneously replaced; (h) change (or permit covering the Acquired Assets in amounts and on terms substantially equivalent to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) those in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding effect on the date hereof; (oc) initiate take all steps reasonably necessary to maintain their respective rights in and to the Intellectual Property and other intangible assets of Seller or its Subsidiaries included in the Acquired Assets; (d) pay all accounts payable arising out of the conduct of the Business in accordance with past practice and collect all Accounts Receivable arising out of the conduct of the Business in accordance with past practice; (e) comply in all material respects with all Laws applicable to the conduct of the Business; (f) perform all obligations under the Assigned Contracts and any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or other documents relating to or affecting the Target Companies Acquired Assets or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to ClosingBusiness; provided, however, for that with respect to any good faith dispute between Seller or any Subsidiary thereof with the avoidance of doubtother party to any Assigned Contract or such other document, that none of Purchaser shall not unreasonably withhold, delay or condition Purchaser's Consent to Seller or such Subsidiary suspending its performance under the Advisor Parties nor any of their Subsidiaries shall agree to, Assigned Contract or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assetssuch other document; (pg) enter maintain the Books and Records in the usual, regular, and ordinary manner, on a basis consistent with past practices and prepare and conduct all Tax affairs relating to the Business (including filing all Tax Returns and amendments thereto required to be filed after taking into a collective bargaining agreement or account any other agreement with a union, works council or other labor organizationextensions of time granted by any taxing authorities) only in the Ordinary Course of Business; (qh) hire or terminate any executive officer or director continue advertising and other promotional activities in accordance with past practice, use its commercially reasonable efforts to keep the Business and its operations intact and preserve the goodwill and patronage of any Employer or Target Company other than the customers, Employees and suppliers of the Business and others having a business relationship with respect to the Business; and (i) a satisfy, terminate and discharge all Liens, including title defects, that are not Permitted Encumbrances and deliver evidence reasonably satisfactory to Purchaser and its counsel of such satisfaction, termination for cause, and discharge at or (ii) due prior to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8Closing.

Conduct of Business Prior to Closing. From Prior to the date hereof until earlier of the Closing or earlier the termination of this Agreement in accordance with Article 11except (a) as set forth on Schedule 4.2, except (b) as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this AgreementAgreement (including the consummation of the Vector Canada Dissolution), from the date hereof (c) as required by Law, (d) as consented to the Closing, without the prior written consent of GNL and the Internalization Subs in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), or (e) for the Target Companies use of available cash to repay any Indebtedness and pay Transaction Expenses prior to the Closing, Seller shall not, and Advisor Parent shall cause the Target LLCs Acquired Companies and, with respect to the Solulink Business, TriLink and its Affiliates to, (i) use its reasonable best efforts to carry on the Business in the Ordinary Course of Business, (ii) use its reasonable best efforts to keep intact the Business, keep available the services of its current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom it deals, (iii) not to: take any action that would be required to be set forth on Schedule 2.2(l) if such action had been taken prior to the date hereof, (aiv) selluse its reasonable best efforts to maintain its assets in the Ordinary Course of Business in good operating order and condition, leasereasonable wear and tear excepted, encumber, transfer, license or dispose of and (v) not incur any Business Assets or material properties or assets of any of the Target CompaniesClaims in respect to indebtedness for borrowed money, other than in Permitted Claims, on the ordinary course property and assets of business consistent with past practice; (b) amend the Acquired Companies. Nothing herein will prevent Seller or terminate any Identified Contract, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action Acquired Companies from taking or fail failing to take any action, which including the establishment of any policy, procedure or protocol, in response to COVID-19, with the prior written consent of Parent (such consent not to be unreasonably withheld or delayed, it being agreed that the failure of Parent to respond within forty eight (48) hours following written notice from Seller shall be deemed consent from Parent) and no COVID-19 Measures, assuming compliance with the foregoing, will be deemed to violate or breach this Agreement in any way, be deemed to constitute an action taken outside the Ordinary Course of Business or failure that would adversely affect GNL or RTL’s qualification serve as a REIT basis for Parent to terminate this Agreement or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner assert that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the conditions to the Closing contained herein have not been satisfied; provided that, notwithstanding the foregoing, the Acquired Companies may use all available cash to repay any Indebtedness or to make cash distributions. Seller shall promptly advise Parent in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business writing of the Target Companies occurrence of any matter or event that would make the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests timely satisfaction of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right conditions to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition closing set forth in Article 8ARTICLE III. Prior to the earlier of the Closing or the termination of this Agreement, upon any damage, destruction or loss to any material asset of the Business or the Acquired Companies, the Maravai Guarantors and the Seller shall, and shall cause their Affiliates to, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such asset before such event or, if required, to such better condition as may be required by Law and/or assign any rights to such insurance proceeds to the Acquired Companies prior to the Closing.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except Except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from and after the date hereof hereof, Sellers shall use their best efforts to cause the Closing, without Company to conduct such Business in the prior written consent of GNL and the Internalization Subs ordinary course. Except as contemplated by this Agreement or as consented to by Purchaser (which consent shall not unreasonably be unreasonably withheld, conditioned or delayed), from and after the Target Companies date hereof, Sellers shall notact, and Advisor Parent shall cause the Target LLCs not toCompany to act, as follows: (a) sellThe Company will not adopt any material change in any method of accounting or accounting practice, lease, encumber, transfer, license except as contemplated or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practicerequired by GAAP; (b) The Company will not amend its charter or terminate any Identified Contract, other than in the ordinary course of businessby-laws; (c) fail to timely pay any account payable Except (i) for the disposition of obsolete equipment in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q)9.3(c) hereto, the Company will not sell, mortgage, pledge or otherwise dispose of any material assets or properties owned, leased or used in the operation of the Business; (xd) The Company will not merge or consolidate with, or agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other business entity; (e) The Company will not authorize for issuance, issue or sell any additional shares of its capital stock except as required by the exercise of options outstanding on the date hereof as described in Annex 2 or any securities or obligations convertible or exchangeable into shares of its capital stock or issue or grant any option, warrant or other right to purchase any shares of its capital stock; (f) The Company will not incur, or agree to incur, any debt for borrowed money other than draws under the Company's existing revolving credit agreement; (g) The Company will not change its historic practices concerning the payment of accounts payable; (h) The Company will not declare, issue, or otherwise approve the payment of dividends of any kind in respect of the Stock or redeem, purchase or acquire any of its capital stock; (i) The Company shall maintain the existing insurance policies on the assets of the Station or other policies providing substantially similar coverages; (j) Except as stated in Schedule 9.3(j) and except as otherwise agreed to by Purchaser, the Company will not permit any increases in the compensation of any of the employees of the Station except as required by law or existing contract or agreement or enter into or amend any Company Plan or Company Benefit Arrangement; (k) The Company shall not enter into or renew any contract or commitment relating to the Station or the assets of the Station, or incur any obligation that will be binding on Purchaser after Closing, except in the ordinary course of business; provided that (i) except for time sales contracts for cash at prevailing rates for a term not exceeding twelve (12) months, Sellers shall not enter into time sales agreement that will be binding on Purchaser after Closing; and (yii) the Company shall not enter into, modify, amend, renew, or change any contract with respect to replace programming for the Station for any departing officerperiod after the Closing Date (each a Programming Action) without the prior approval of Purchaser which approval shall not be unreasonably withheld or delayed. For purposes of clause (ii) above, employee Sellers acknowledge that it shall not be unreasonable for Purchaser to withhold its consent to approve of any Programming Action where Purchaser, acting in good faith, has advised the Company in writing that Purchaser has reason to conclude that it can acquire such programming on better terms. Purchaser acknowledges that any failure of the Company or director Sellers to take any Programming Action as a result of Purchaser's withholding consent shall not be a breach of any provision of this Agreement by Sellers and shall not be a failure to satisfy any condition to be satisfied by the Company or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000Sellers hereunder; (rl) make The Company shall not enter into any transactions with any Affiliate of the Company or authorize any change in its Organizational DocumentsSeller that will be binding upon Purchaser, or the Station following the Closing Date; (sm) abandon, encumber, assign, convey title (The Company shall use all commercially reasonable efforts to maintain the assets of the Station or replacements thereof in whole or in part), exclusively license or grant any right or other licenses to Intellectual Propertygood operating condition and adequate repair; (tn) takeThe Company shall, in connection with the operation of the Station, make expenditures materially consistent with the estimates of expenses set forth in the Company's operating budget and, including, without limitation, the Company shall make such materially consistent expenditures in respect to promotional, programming and engineering activities for the Station (and any employee expenditures related to such activities) for any period covered by the current operating budget of the Station; (o) The Company shall not make or change any material Tax election, amend any Tax Return, or agree take or otherwise commit to take, or cause GNL or RTL omit to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action not in the ordinary course of business and consistent with past practice that would have the effect of increasing any Taxes of Purchaser or any of its Affiliates, or any Taxes of the Company. (p) The Company shall file all Tax Returns when due; provided, however, that the Company shall not file any material Tax Return without providing Purchaser with reasonable opportunity to review and consent to the filing of such Tax Return, which consent will not be unreasonably withheld; provided further, however, that the Company shall not be in breach of this Section 9.3(p) if taken would reasonably be expected Purchaser has not consented to prevent such filing by the satisfaction fifth (5th) Business Day preceding the due date (including any extension periods) of any condition set forth in Article 8such filing.

Conduct of Business Prior to Closing. From Comcap and the Comcap Stockholders agree that between the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11and Closing, Comcap shall, except as may be otherwise expressly provided permitted or required by this Agreement: (a) not take, suffer or permit any action or omit to take any action which would cause any of the representations and warranties of Comcap and the Comcap Stockholders contained in this Agreement, the Target LLCs shall, Agreement to become untrue; (b) conduct Comcap's business in a good and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets diligent manner in the ordinary coursecourse of its business (as such business has been conducted for the six month period prior to the date hereof) and not originate or purchase any loans or issue commitments therefor; (c) not enter into any contract, consistent agreement, commitment or other arrangement with past practice any party, other than contracts in the ordinary course of its business, and in compliance with the requirements not amend, modify or terminate any of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the ClosingContracts, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to:Newtek; (ad) selluse its reasonable best efforts to preserve Comcap's business organization intact, leaseto keep available the service of its employees and to preserve its relationships with customers, encumberFederal lending regulators and others with whom it deals; (e) maintain in full force and effect all policies of insurance currently maintained by Comcap; (f) keep Comcap's business premises and all of its equipment and tangible personal property in good operating repair and perform all necessary repairs and maintenance; (g) comply with all provisions of any Contract applicable to it as well as with all applicable laws, transfer, license or rules and regulations; (h) not dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than Comcap except in the ordinary course of business; (ci) fail not engage in any transaction which involves the expenditure or commitment of more than $10,000 individually or $25,000 in the aggregate without the prior written consent of Newtek, which consent will not be unreasonably withheld; (j) continue to timely pay maintain all of Comcap's usual business books and records in accordance with past practices; (k) not amend the Certificates of Incorporation, By-laws or other organic documents of any account of the Comcap Companies; (l) not declare or make any dividend or other payment on or with respect to any of the Comcap Companies' capital stock, redeem or otherwise acquire any shares of such capital stock or issue any capital stock or any option, warrant or right relating thereto or convertible into capital stock , except pursuant to outstanding options and warrants; (m) not waive any material right or cancel any material claim of any of the Comcap Companies; (n) not increase the compensation or rate of compensation payable to any of Comcap's employees or hire any new employees, or enter into any new agreements with respect to severance, termination or similar payments, without the prior written consent of Newtek; (o) maintain the Comcap Companies' corporate existences and not merge or consolidate any of the Comcap Companies with any other entity; (p) not place any additional encumbrances on any of the assets of Comcap without the prior written consent of Newtek; (q) not borrow any money or become contingently liable for any obligation or liability of others and not incur any debt, liability or obligation of any nature to any party except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business, other than amounts that are subject to dispute in good faith; (dr) take not create any action off balance sheet liabilities, assets or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Personscommitments, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documentsinterest rate swap agreements; (s) abandon, encumber, assign, convey title (in whole not take any action or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL omit to take or to agree or otherwise commit to take, any action that which would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation constitute grounds for revocation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8SBA License.

Conduct of Business Prior to Closing. From the date hereof until to the Closing or earlier termination of this Agreement in accordance with Article 11Date, and except as otherwise expressly contemplated or provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates hereby or to the extent that Purchaser shall otherwise consent in writing, Seller shall: (a) operate the Business Assets substantially as previously operated and in the ordinary course, regular and Ordinary Course of Business consistent with past practice practices; (b) maintain the Equipment in good working order and condition, reasonable wear and use excepted, and deliver such Equipment to Purchaser on the Closing Date in compliance such condition, and maintain all policies of insurance covering the Acquired Assets in amounts and on terms substantially equivalent to those in effect on the date hereof; (c) take all steps reasonably necessary to maintain Seller’s rights in and to the Intellectual Property and other intangible assets of Seller related to the Business; (d) comply with all Laws applicable to the requirements conduct of the Advisory Agreements Business where the failure to so comply would have a Material Adverse Effect on the Business or the Acquired Assets; (e) maintain the Books and Records in the Property Management Agreements; usual, regular, and ordinary manner, on a basis consistent with past practices, and prepare and file all Tax Returns and amendments thereto required to be filed by Seller after taking into account any extensions of time granted by any taxing authorities; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iiif) use commercially reasonable efforts to preserve its relationships with the goodwill and patronage of the customers, Employees and suppliers of the Business and others having a business dealings relationship with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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 entitySeller; (g) allow maintain all licenses and approvals necessary to conduct the lapse or termination of material policies of insurance unless contemporaneously replacedBusiness and operations in accordance with applicable Law; (h) change (not increase the compensation payable to its employees other than normal cost of living increases, merit increases or permit to be changed) increases that result from existing compensation and incentive plans and agreements that are in the ordinary course, nor make any material accounting change in Seller’s compensation policies or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on benefit plans other than changes resulting from the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closingtransactions contemplated by this Agreement; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, not adopt or enter into any contract to do Employee Benefit Plan, or modify any of the foregoing, in each case Employee Benefit Plan other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for causemake contributions in accordance with the normal practices of Seller or Crescent, (ii) extend coverage to any other personnel who become eligible in accordance with the terms thereof, (iii) make amendments or modifications reasonably necessary in order to comply with applicable Law, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (riv) make amendments or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action modifications that would reasonably be expected towill not, individually or in the aggregate, prevent, materially delay or materially impede increase the consummation liability of the transactions contemplated hereby; orSeller; (uj) takenot fail to maintain substantially the same insurance coverage as that currently maintained by Seller with respect to the Business and, in any event, not less than that required by applicable legal and regulatory requirements; (k) not sell, pledge or encumber, nor cause a Lien or security interest to be imposed against, and not cause to become pledged, secured or encumbered any Acquired Asset, except in the Ordinary Course of Business or pursuant to existing Contracts and Liens; (l) not open or close any Branch Office; and (m) not agree or otherwise commit to take, do any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8things prohibited by Sections 5.2(h) through 5.2(m).

Conduct of Business Prior to Closing. From (a) The Sellers covenant and agree that, between the date hereof until and the Closing or earlier termination Date, they shall cause the Acquired Companies to operate in the ordinary course of this Agreement in accordance business, consistent with Article 11past practice, except as otherwise expressly provided in this Agreement, the Target LLCs shall, Agreement and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, toexcept: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreementsotherwise contemplated by this Agreement; (ii) use commercially reasonable efforts except as permitted by Section 4.1(b), that the Acquired Companies may not distribute cash and cash equivalents to keep available one or more of the services of its present officers and employees who provide material services Sellers on or prior to GNL and RTL and their Subsidiariesthe Closing Date; and (iii) use commercially reasonable efforts that the rights (if any) of REITCO in and to, and the obligations under or arising from, (x) the tradename "Cobblestone" and (y) that certain license agreement by and among REITCO, as successor by merger to preserve its relationships with others having business dealings with it relating Cobblestone Holdings, Inc., MGG and Cobblestone, pursuant to which REITCO and MGG currently license certain rights in and to the business tradename "Cobblestone" will be assigned by REITCO to MGG prior to the Closing and (iv) that the Sellers or their Affiliates (including the Acquired Companies) may transfer shares of each Target Company or capital stock of the Business AssetsAcquired Companies so long as (A) the Sellers transfer to the Buyer pursuant to Article I hereof, all of the issued and outstanding Acquired Shares, and (B) the Companies own all of the issued and outstanding capital stock of their Subsidiaries, except as disclosed on the Schedules hereto. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof until the Closing, except as required by this Agreement and except for transactions expressly approved in writing by Buyer, which approval shall not be unreasonably withheld, Sellers shall use commercially reasonable efforts to: (A) Maintain inventories and pre-paid expenses at current levels, except for purchases and/or sales in the ordinary course of business, and maintain the properties and assets of the Acquired Companies in good repair, order and condition, reasonable wear and tear and involuntary casualty and condemnation excepted; (B) Maintain and keep in full force and effect (I) all insurance on the Acquired Companies' assets and property, (II) the insurance for the benefit of employees of the Acquired Companies, (III) all liability and other casualty insurance, and (IV) all bonds on personnel, which, in each case, are currently in effect, or commercially reasonable substitutions therefor; (C) Maintain and operate the Acquired Companies and the properties and assets of the Acquired Companies in compliance in all material respects with all applicable Laws, including, without limitation and subject to the rights set forth in Section 4.12 hereunder, all applicable Environmental Laws; (D) Manage and administer all pending and threatened litigation matters in a manner consistent with commercially reasonable business practice, giving due regard to recommendations of legal counsel; (E) Maintain all liquor (or beer and wine, as applicable) licenses, permits and authorizations required by Law for the continued sale of alcohol by the Acquired Companies at those Properties at which alcohol is presently served; (F) Maintain all current insurance or reinsurance policies the absence of which would have a Material Adverse Effect, unless simultaneously with any cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the coverage so canceled, terminated, or lapsed are in full force and effect and written copies thereof have been provided to Buyer; and (G) Continue all capital projects, including without limitation, the construction and development of the Blackstone Golf Club in Frisco, Texas and the Whitestone Golf Club in Benbro, Texas as set forth in the capital expenditure budget attached as Schedule 4.1(c). (b) The Sellers and the Buyer agree that all intercompany accounts (if any) between the Sellers or any affiliate of the Sellers (other than an Acquired Company) on the one hand and any of the Acquired Companies on the other hand shall be settled by the Sellers and the Acquired Companies, at or prior to the Closing. (c) In furtherance and not in limitation of the foregoing, the Sellers covenant and agree that, except as described in Schedule 4.1(c), the Acquired Companies will not, prior to the Closing, without the prior written consent of GNL and the Internalization Subs (Buyer, which consent shall not be unreasonably withheldwithheld (except as set forth in subsections (iv) and (vii) below): (i) Make any purchase, conditioned sale or delayed)disposition of any asset or property with a purchase price in excess of individually or in the aggregate, except as provided in the Target Acquired Companies existing capital budget, or mortgage, pledge, subject to a voluntary lien or otherwise voluntarily encumber (except for mechanics', carriers', suppliers' workmen's or repairmen's liens) any of its properties or assets, except for any such mortgage, pledge, lien or encumbrance which, by its terms, will be terminated or otherwise be extinguished at or prior to the Closing; (ii) Incur any material contingent liability as a guarantor or otherwise with respect to the obligations of others, or incur any other material contingent or fixed obligations or liabilities in excess of individually or in the aggregate; (iii) Make any change or incur any obligation to make a change in its articles or certificate of incorporation, by-laws or authorized or issued capital stock, except for the release of any pledge of the Acquired Shares made by or on behalf of the Sellers to REITCO's senior lenders; (iv) Declare, set aside or pay any dividend, make any other distribution in respect of its capital stock or make any direct or indirect redemption, purchase or other acquisition of its capital stock, except for any transfer of the Acquired Shares by and between the Sellers and/or their respective Subsidiaries on or prior to the Closing Date and provided, however, that, from and after March 31, 1999 (provided that Sellers shall have extended the Closing Date in accordance with Section 1.4 hereof) in no event shall the Acquired Companies pay any dividend, make any distribution in respect of its capital stock, issue any capital stock or make any direct or indirect redemption, purchase or other acquisition of its capital stock, make payments to any Affiliates (other than any other Acquired Company and its Subsidiaries) except only for payments permitted under Sections 4.1(b) and 4.1(c)(vi) hereof except (x) for any transfer of the Acquired Shares by and between the Sellers and/or their respective Subsidiaries on or prior to the Closing Date, as extended, and (y) the Acquired Companies shall notbe entitled to distribute or otherwise pay to the Sellers amounts contributed, and Advisor Parent shall cause the Target LLCs not to:loaned or otherwise paid by Sellers after March 31, 1999 in connection with capital projects; (av) sell, lease, encumber, transfer, license Make any change in the compensation payable or dispose of any Business Assets or material properties or assets of to become payable (A) to any of the Target Companiesofficers, employees, agents or independent contractors who receive total annual compensation of or less other than in the ordinary course of business consistent with past practice; or (B) to any of its officers, employees, agents or independent contractors who receive total annual compensation in excess of ; (bvi) amend Prepay any loans (if any) from its shareholders, officers or directors, other than as required by their respective terms and as required by Section 4.1(b) hereof, or make any change in its borrowing arrangements; (vii) Amend, modify or terminate any Identified Contractcontract or agreement disclosed pursuant to Section 2.12(a) hereof or execute or otherwise enter into or amend or modify any contract or agreement with the Sellers or their Affiliates (except for the Acquired Companies) except as otherwise contemplated by this Agreement; (viii) Change any material accounting principles, other policies or practices used by its relating to the Acquired Companies, except for (A) the write-off (if any) of goodwill, and (B) any change required by reason of a concurrent change in generally accepted accounting principals and notice of which is given in writing by Sellers to Buyer; (ix) Amend the membership by-laws for any club (each a "Club", and collectively, the "Clubs") owned or operated by any of the Acquired Companies; (x) Sell, assign or create any life or equivalent membership in any Club; (xi) Sell, create or assign memberships (a) which include a change of more than in the ordinary course pricing of businessany goods or services, including but not limited to initiation fees, joining fees, dues, greens fees, cart fees, food, beverage or merchandise, either individually or in the aggregate, or (b) in excess of of the pro rated monthly revenue budget for memberships and initiation fees; (cxii) fail sell more than five memberships to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faithone party; (dxiii) take Create or issue any action honorary membership at any Club; (xiv) Collect any monthly or quarterly dues (in excess of de minimis amounts) more than 1 collection period in advance; (xv) Merge or consolidate with or agree to merge or consolidate with, nor purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other party (subject to the terms of Section 4.8 hereof); (xvi) Authorize for issuance, issue, sell or deliver any additional stock of any class of any Acquired Company or any securities or obligations convertible into stock of any class of any Acquired Company or issue or grant any option, warrant or other right to purchase any stock of any class of any Acquired Company; (xvii) Except for the transfer of capital stock of MGG II from OPCO to REITCO, assign, transfer, convey, pledge or transfer any shares of any Acquired Company's capital stock; (xviii) Modify, amend or alter any existing credit facilities, the obligations with respect to which will remain with the Acquired Company after the Closing Date; (xix) Cause a default by an Acquired Company under any existing material agreement or contract of such Acquired Company, which default, if not willful, could have a Material Adverse Effect; (xx) Execute or otherwise enter into any construction or development agreement requiring a payment in excess of except as otherwise provided in the Acquired Companies' capital budget attached as Schedule 4.1(c) hereto; (xxi) Cause or suffer any act or omission from and after the date of this Agreement which would cause or result in the breach of the representations and warranties contained in Section 2.14, which breach would have a Material Adverse Effect; provided, however, that the disclosure of items by the Buyer pursuant to Section 4.12 hereof shall not be deemed to be an act or omission resulting in a breach of the representations and warranties contained in Section 2.14; (xxii) Take any affirmative action, or affirmatively fail to take any action, necessary to maintain all permits, licenses and authorizations (except as they relate to alcohol) required by Law for the operation of the Acquired Companies and the Properties the absence of which action or failure that would adversely affect GNL or RTL’s qualification as have a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes;Material Adverse Effect; and (exxiii) enter into any new line of business; (f) Agree or make any loans, advances or capital contributions to, or investments in, any other Person (including commitment to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do take any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to actions prohibited by this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8Section 4.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11Closing, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of Agreement or any other Advisor Party Covered Agreement or consented to in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated writing by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs Parent (which consent shall will not be unreasonably withheld, conditioned or delayed), the Target Companies shall notCompany will, and Advisor Parent shall will cause the Target LLCs not each Subsidiary to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than a. conduct its business in the ordinary course Ordinary Course of business consistent Business and in compliance with past practiceApplicable Law; (b) amend b. use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of Company and its Subsidiaries and to preserve the current rights, franchises, goodwill and relationships of Company’s and each Subsidiary’s employees, customers, lenders, suppliers, regulators and others having material business relationships with Company or terminate any Identified Contract, other than in the ordinary course of businessSubsidiary; (c) fail c. not make or change any Tax election, change an annual accounting period, adopt or change any accounting method with respect to timely pay Taxes, file any account payable in the ordinary course of businessamended Tax Return, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with , settle or compromise any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit proceeding with respect to any Employee, Tax claim or enter into any contract assessment relating to do Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes or consent to any extension or waiver of the foregoinglimitation period applicable to any Tax claim or assessment relating to Company or any of its Subsidiaries; d. keep available the services of its current officers, in each case other than as set forth employees and consultants on commercially reasonable terms; and e. make capital expenditures only in the REIT Merger Agreement or Ordinary Course of Business. From the date hereof until the Closing, except as set forth on Schedule 5.1(i5.1 or consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed); (j) commit to any single or aggregate capital expenditure or commitment in excess , Company will not, and will cause each of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount Subsidiaries not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, cause any of the foregoing actions changes, events or any other action that if taken would reasonably be expected conditions described in Section 3.9 to prevent the satisfaction of any condition set forth in Article 8occur.

Conduct of Business Prior to Closing. From (a) The Sellers covenant and agree that, between the date hereof until and the Closing or earlier termination Date, they shall cause the Acquired Companies to operate in the ordinary course of this Agreement in accordance business, consistent with Article 11past practice, except as otherwise expressly provided in this Agreement, the Target LLCs shall, Agreement and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, toexcept: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreementsotherwise contemplated by this Agreement; (ii) use commercially reasonable efforts except as permitted by Section 4.1(b), that the Acquired Companies may not distribute cash and cash equivalents to keep available one or more of the services of its present officers and employees who provide material services Sellers on or prior to GNL and RTL and their Subsidiariesthe Closing Date; and (iii) use commercially reasonable efforts that the rights (if any) of REITCO in and to, and the obligations under or arising from, (x) the tradename "Cobblestone" and (y) that certain license agreement by and among REITCO, as successor by merger to preserve its relationships with others having business dealings with it relating Cobblestone Holdings, Inc., MGG and Cobblestone, pursuant to which REITCO and MGG currently license certain rights in and to the business tradename "Cobblestone" will be assigned by REITCO to MGG prior to the Closing and (iv) that the Sellers or their Affiliates (including the Acquired Companies) may transfer shares of each Target Company or capital stock of the Business AssetsAcquired Companies so long as (A) the Sellers transfer to the Buyer pursuant to Article I hereof, all of the issued and outstanding Acquired Shares, and (B) the Companies own all of the issued and outstanding capital stock of their Subsidiaries, except as disclosed on the Schedules hereto. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof until the Closing, except as required by this Agreement and except for transactions expressly approved in writing by Buyer, which approval shall not be unreasonably withheld, Sellers shall use commercially reasonable efforts to: (A) Maintain inventories and pre-paid expenses at current levels, except for purchases and/or sales in the ordinary course of business, and maintain the properties and assets of the Acquired Companies in good repair, order and condition, reasonable wear and tear and involuntary casualty and condemnation excepted; (B) Maintain and keep in full force and effect (I) all insurance on the Acquired Companies' assets and property, (II) the insurance for the benefit of employees of the Acquired Companies, (III) all liability and other casualty insurance, and (IV) all bonds on personnel, which, in each case, are currently in effect, or commercially reasonable substitutions therefor; (C) Maintain and operate the Acquired Companies and the properties and assets of the Acquired Companies in compliance in all material respects with all applicable Laws, including, without limitation and subject to the rights set forth in Section 4.12 hereunder, all applicable Environmental Laws; (D) Manage and administer all pending and threatened litigation matters in a manner consistent with commercially reasonable business practice, giving due regard to recommendations of legal counsel; (E) Maintain all liquor (or beer and wine, as applicable) licenses, permits and authorizations required by Law for the continued sale of alcohol by the Acquired Companies at those Properties at which alcohol is presently served; (F) Maintain all current insurance or reinsurance policies the absence of which would have a Material Adverse Effect, unless simultaneously with any cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the coverage so canceled, terminated, or lapsed are in full force and effect and written copies thereof have been provided to Buyer; and (G) Continue all capital projects, including without limitation, the construction and development of the Blackstone Golf Club in Frisco, Texas and the Whitestone Golf Club in Benbro, Texas as set forth in the capital expenditure budget attached as Schedule 4.1(c). (b) The Sellers and the Buyer agree that all intercompany accounts (if any) between the Sellers or any affiliate of the Sellers (other than an Acquired Company) on the one hand and any of the Acquired Companies on the other hand shall be settled by the Sellers and the Acquired Companies, at or prior to the Closing. (c) In furtherance and not in limitation of the foregoing, the Sellers covenant and agree that, except as described in Schedule 4.1(c), the Acquired Companies will not, prior to the Closing, without the prior written consent of GNL and the Internalization Subs (Buyer, which consent shall not be unreasonably withheldwithheld (except as set forth in subsections (iv) and (vii) below): (i) Make any purchase, conditioned sale or delayed)disposition of any asset or property with a purchase price in excess of $75,000 individually or $100,000 in the aggregate, except as provided in the Target Acquired Companies existing capital budget, or mortgage, pledge, subject to a voluntary lien or otherwise voluntarily encumber (except for mechanics', carriers', suppliers' workmen's or repairmen's liens) any of its properties or assets, except for any such mortgage, pledge, lien or encumbrance which, by its terms, will be terminated or otherwise be extinguished at or prior to the Closing; (ii) Incur any material contingent liability as a guarantor or otherwise with respect to the obligations of others, or incur any other material contingent or fixed obligations or liabilities in excess of $75,000 individually or $100,000 in the aggregate; (iii) Make any change or incur any obligation to make a change in its articles or certificate of incorporation, by-laws or authorized or issued capital stock, except for the release of any pledge of the Acquired Shares made by or on behalf of the Sellers to REITCO's senior lenders; (iv) Declare, set aside or pay any dividend, make any other distribution in respect of its capital stock or make any direct or indirect redemption, purchase or other acquisition of its capital stock, except for any transfer of the Acquired Shares by and between the Sellers and/or their respective Subsidiaries on or prior to the Closing Date and provided, however, that, from and after March 31, 1999 (provided that Sellers shall have extended the Closing Date in accordance with Section 1.4 hereof) in no event shall the Acquired Companies pay any dividend, make any distribution in respect of its capital stock, issue any capital stock or make any direct or indirect redemption, purchase or other acquisition of its capital stock, make payments to any Affiliates (other than any other Acquired Company and its Subsidiaries) except only for payments permitted under Sections 4.1(b) and 4.1(c)(vi) hereof except (x) for any transfer of the Acquired Shares by and between the Sellers and/or their respective Subsidiaries on or prior to the Closing Date, as extended, and (y) the Acquired Companies shall notbe entitled to distribute or otherwise pay to the Sellers amounts contributed, and Advisor Parent shall cause the Target LLCs not to:loaned or otherwise paid by Sellers after March 31, 1999 in connection with capital projects; (av) sell, lease, encumber, transfer, license Make any change in the compensation payable or dispose of any Business Assets or material properties or assets of to become payable (A) to any of the Target Companiesofficers, employees, agents or independent contractors who receive total annual compensation of $50,000 or less other than in the ordinary course of business consistent with past practice; or (B) to any of its officers, employees, agents or independent contractors who receive total annual compensation in excess of $50,000; (bvi) amend Prepay any loans (if any) from its shareholders, officers or directors, other than as required by their respective terms and as required by Section 4.1(b) hereof, or make any change in its borrowing arrangements; (vii) Amend, modify or terminate any Identified Contract, other than in contract or agreement disclosed pursuant to Section 2.12(a) hereof or execute or otherwise enter into or amend or modify any contract or agreement with the ordinary course of businessSellers or their Affiliates (except for the Acquired Companies) except as otherwise contemplated by this Agreement; (cviii) fail Change any material accounting principles, policies or practices used by its relating to timely pay the Acquired Companies, except for (A) the write-off (if any) of goodwill, and (B) any account payable change required by reason of a concurrent change in the ordinary course generally accepted accounting principals and notice of business, other than amounts that are subject which is given in writing by Sellers to dispute in good faithBuyer; (dix) take Amend the membership by-laws for any action club (each a "Club", and collectively, the "Clubs") owned or operated by any of the Acquired Companies; (x) Sell, assign or create any life or equivalent membership in any Club; (xi) Sell, create or assign memberships (a) which include a change of more than 10% in the pricing of any goods or services, including but not limited to initiation fees, joining fees, dues, greens fees, cart fees, food, beverage or merchandise, either individually or in the aggregate, or (b) in excess of 110% of the pro rated monthly revenue budget for memberships and initiation fees; (xii) sell more than five memberships to any one party; (xiii) Create or issue any honorary membership at any Club; (xiv) Collect any monthly or quarterly dues (in excess of de minimis amounts) more than 1 collection period in advance; (xv) Merge or consolidate with or agree to merge or consolidate with, nor purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other party (subject to the terms of Section 4.8 hereof); (xvi) Authorize for issuance, issue, sell or deliver any additional stock of any class of any Acquired Company or any securities or obligations convertible into stock of any class of any Acquired Company or issue or grant any option, warrant or other right to purchase any stock of any class of any Acquired Company; (xvii) Except for the transfer of capital stock of MGG II from OPCO to REITCO, assign, transfer, convey, pledge or transfer any shares of any Acquired Company's capital stock; (xviii) Modify, amend or alter any existing credit facilities, the obligations with respect to which will remain with the Acquired Company after the Closing Date; (xix) Cause a default by an Acquired Company under any existing material agreement or contract of such Acquired Company, which default, if not willful, could have a Material Adverse Effect; (xx) Execute or otherwise enter into any construction or development agreement requiring a payment in excess of $100,000 except as otherwise provided in the Acquired Companies' capital budget attached as Schedule 4.1(c) hereto; (xxi) Cause or suffer any act or omission from and after the date of this Agreement which would cause or result in the breach of the representations and warranties contained in Section 2.14, which breach would have a Material Adverse Effect; provided, however, that the disclosure of items by the Buyer pursuant to Section 4.12 hereof shall not be deemed to be an act or omission resulting in a breach of the representations and warranties contained in Section 2.14; (xxii) Take any affirmative action, or affirmatively fail to take any action, necessary to maintain all permits, licenses and authorizations (except as they relate to alcohol) required by Law for the operation of the Acquired Companies and the Properties the absence of which action or failure that would adversely affect GNL or RTL’s qualification as have a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes;Material Adverse Effect; and (exxiii) enter into any new line of business; (f) Agree or make any loans, advances or capital contributions to, or investments in, any other Person (including commitment to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do take any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to actions prohibited by this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8Section 4.

Conduct of Business Prior to Closing. From the date hereof until to the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shallDate, and Advisor Parent except to the extent that Purchaser shall otherwise consent in writing, each Shareholder shall cause the Target Companies to: (a) operate each Company and Subsidiary in the regular and Ordinary Course of Business; (b) maintain its assets and properties in good working order and condition, reasonable wear and use excepted, and deliver such assets and properties to Purchaser on the Closing Date in such condition, and maintain all policies of insurance covering the assets and properties in amounts and on terms substantially equivalent to those in effect on the date hereof; (c) take all steps reasonably necessary to maintain each Company’s and Subsidiary’s rights in and to the Company Intellectual Property Rights and other Advisor Partiesintangible assets of the Company; (d) pay all accounts payable in the Ordinary Course of Business and collect all Accounts Receivable in the Ordinary Course of Business; (e) comply with all Laws, as applicableincluding without limitation the Money Transmitter Laws, to: applicable to the Companies where the failure to so comply could reasonably be expected to have a Material Adverse Effect on the Companies, their assets or properties or business; (if) use commercially reasonable efforts to conduct maintain the business Books and Records in the Ordinary Course of Business, pay before delinquent all Taxes upon or against each Target Company in all material respects and or the business of any Company or any of their properties or income and prepare and file when due all Tax Returns and amendments thereto and other Advisor Party in all material respects reports required to be filed by each Company and Subsidiary after taking into account any extensions of time granted by any taxing authorities or other Governmental Body, as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; applicable; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iiig) use commercially reasonable efforts to preserve its relationships with the goodwill and patronage of the customers, Correspondents, Employees and suppliers of each Company and others having a business dealings relationship with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replacedSubsidiary; (h) change (satisfy, terminate and discharge all Liens, including title defects, that are not Permitted Encumbrances, and deliver evidence reasonably satisfactory to Purchaser and its counsel of such satisfaction, termination and discharge at or permit prior to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner otherwise report periodically to Purchaser concerning the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any status of the foregoingbusiness, in operations and finances of each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i)Company and Subsidiary; (j) commit not amend any Material Contract or any Correspondent Contract or enter into any Material Contract or Correspondent Contract with any Person except in the Ordinary Course of Business or as required to any single or aggregate capital expenditure or commitment in excess further the objectives of $25,000,000 (on a consolidated basis)this Agreement; (k) not sell, lease, hypothecate, encumber, transfer or otherwise dispose of any of the assets of the Companies, except as required to consummate in the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition Ordinary Course of stock or assets, or otherwise, any business or Person or division thereofBusiness; (l) cancel not grant or agree to grant any debts increase in the rates of salaries or waive any claims or rights compensation payable to Employees (other than as required by Law and bonuses and increases in the Ordinary Course of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000Business); (m) enter into not, except as provided in (l) above, provide for any lease new and material pension, retirement or other employment benefits for real property Employees or assign its rights underany material increase in any existing benefits (other than as required by Law or, amend or terminate so long as no Company shall have any lease obligations with respect to real propertythereto, in the Ordinary Course of Business); (n) issuenot, sell except with respect to foreign exchange transactions between any Company and any Related Person of a Seller or grant any equity interests the pricing of any of services among the Target Companies, or make any securities or rights convertible into, exchangeable for, or evidencing material change to the right to subscribe for terms and conditions of transactions among any equity interests of Company and any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereofRelated Person; (o) initiate not engage in any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount material transaction not in excess the Ordinary Course of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business AssetsBusiness; (p) enter into upon the Shareholders’ Knowledge, advise Purchaser in writing promptly of the assertion, commencement or threat of any Litigation, labor dispute, proceeding or investigation in which any Company is a collective bargaining agreement party or the assets of any other agreement with a union, works council Company or other labor organizationits businesses may be affected; (q) hire or terminate any executive officer or director deliver to Purchaser copies of any Employer or Target Company other than (i) a termination for cause, or (ii) due all Contracts that would otherwise qualify as Material Contracts that are entered into after the date hereof and prior to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position the Closing in accordance with the terms of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000this Agreement; (r) make not, cause or authorize permit, by any change act or failure to act, any License or Permit to expire or to be revoked, suspended, or materially adversely modified, or take any action that could reasonably be expected to cause any Governmental Body to institute proceedings for the suspension, revocation, or material adverse modification of any License or Permit, unless in its Organizational Documentsconnection with a License or Permit (other than a Money Transmitter License) the expiration, revocation, suspension or adverse modification could not reasonably be expected to have a Material Adverse Effect; (s) abandon, encumber, assign, convey title (not take any action described in whole or in part), exclusively license or grant any right or other licenses to Intellectual PropertySection 3.10; (t) take, make reasonable capital expenditures or agree or otherwise commit expenditures relating to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or information systems and information technology in the aggregate, prevent, materially delay or materially impede the consummation Ordinary Course of the transactions contemplated hereby; orBusiness; (u) takeuse commercially reasonable efforts to develop and launch the “Amigo Latino Plus” card; (v) fund the Companies for any necessary weekend funding requirements in the ordinary course on Friday of each week or, or agree or otherwise commit to take, any of if the foregoing actions or any other action that if taken would reasonably be expected to prevent banks in the satisfaction United States are closed on Friday of any condition set forth in Article 8week, on Thursday of such week; and (w) comply with all applicable Laws or requirements imposed upon any such Company by any Governmental Body relating to minimum capital or other financial requirements of any such Company’s business, including without limitation, such compliance after giving effect to any dividend or distribution by any such Company.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of Except as otherwise specifically set forth in this Agreement or the Disclosure Letter, during the Interim Period, each of the Vendors will use its commercially reasonable efforts to (a) cause each Purchased Corporation to conduct the Business in accordance the ordinary course of normal day-to-day operations of such Purchased Corporation consistent with Article 11past practices, except as otherwise expressly provided (b) preserve intact the present business organization and reputation of the Purchased Corporations, (c) keep available (subject to dismissals, resignations and retirements in this Agreementthe ordinary course of business consistent with past practice) the services of present officers and employees of the Purchased Corporations, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (id) use commercially reasonable efforts to conduct maintain the business good will of each Target Company in all material respects customers, suppliers, lenders and the business of other Persons to whom any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; Purchased Corporations sells goods or provides services, and (iiie) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to maintain substantially the business same levels of each Target Company coverage of insurance as provided on the date hereof. Except as specifically set forth in this Agreement or the Business Assets. Without limiting Disclosure Letter, the generality of Vendors shall cause the foregoing, Purchased Corporations not to (except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without with the prior written consent of GNL and the Internalization Subs (Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to:): (a1) declare or pay any cash dividends or make any cash distributions upon any of the capital of the Purchased Corporations; (2) sell, lease, encumbertransfer or otherwise dispose of, transferor suffer a Lien (other than Permitted Liens) to exist on, license any of its assets, except sales of Inventory to customers in the ordinary course of business or pursuant to existing contracts; (3) incur additional Indebtedness in an aggregate principal amount exceeding $19,500,000 (net of any amounts of Indebtedness discharged during such period); (4) authorize, issue, sell or otherwise dispose of any Business Assets equity interests of the Purchased Corporations, or material properties grant or assets enter into any commitments with respect to the issuance of any equity interests of the Purchased Corporations, or amend any terms of any such equity interests or agreements; (5) redeem, purchase or otherwise acquire any of its outstanding equity interests; (6) make any change in any of the Charter Documents of any of the Target CompaniesPurchased Corporations; (7) effect any dissolution, winding-up, liquidation or termination of any of the Purchased Corporations; (8) make any material change to its accounting policies or adopt new accounting policies, in each case, except as required by generally accepted accounting principles, any Governmental Entity, applicable Law or regulatory guidelines; (9) other than as already budgeted for in the 2014 budget (in respect of the portion so budgeted that relates to the Interim Period), enter into any Employee Plan or amend any Employee Plan or increase the compensation of any employee or increase the rate of compensation or benefits of, or pay or agree to pay any benefit (including severance or termination pay) to present or former managers, directors, officers, employees or other service providers, except as may be expressly required by Law, by contract disclosed in Section 3.1(a)(a) of the Disclosure Letter or by any Employee Plan disclosed in Section 3.1(hh) of the Disclosure Letter; (10) amend or terminate any Material Contract or Real Property Lease or waive, relinquish or assign any material rights or claims thereunder or enter into any contract that would have been a Material Contract or Real Property Lease had it been entered into prior to the date hereof; (11) acquire, transfer, convey or otherwise dispose of any real property (or portion thereof or interest therein); (12) acquire any business or Person, by merger, amalgamation or consolidation, purchase or sale of material assets or equity interests, or by any other manner; (13) settle or compromise any material litigation, or waive or release any rights of material value, or cancel, compromise, release or assign any material Indebtedness owed to it or any material claims held by it; (14) make capital expenditures in excess of $250,000 in respect of any one project; (15) make capital expenditures in excess of $1,400,000 in the aggregate; (16) cancel or terminate any material insurance policy naming it as a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; (17) effectuate a “plant closing” or “mass layoff” (as those terms are defined under the Worker Adjustment and Retraining Notification Act of 1988 (WARN Act)) affecting in whole or in part any site of employment, facility, operating unit or employees; (18) sell, transfer, licence, sublicence or otherwise dispose of any material Intellectual Property of the Purchased Corporations, or amend or modify any existing agreements or rights with respect to any material Intellectual Property of, or used by, the Purchased Corporations; (19) waive any benefits of, agree to modify in any manner, terminate or release any Person from or fail to enforce any confidential or similar agreement to which any of the Purchased Corporations is a party or a beneficiary; (20) make any related party payments outside of the ordinary course of business consistent with past practicepractice in connection with Purchased Corporations; (b21) amend terminate, modify, amend, cancel or terminate renew or waive any Identified Contractmaterial right under any Real Property Lease, other than extension of the term of the expansion option in Section III of Schedule B to the ordinary course of business; Real Property Lease for property located in Troy, Alabama; or (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (eii) enter into any new line of business; lease, sublease or other occupancy agreement (fwhether as lessor or lessee) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employeereal property; (22) except in connection with the Pre-Closing Reorganization, make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return or Customs Filing, enter into any closing agreement, settle any Tax claim or assessment or Customs Assessment relating to the Purchased Corporations, surrender any right to claim a refund of Taxes, including Customs Duties, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment or Customs Assessment relating to the Purchased Corporations, or take any other similar action relating to the filing of any Tax Return or Customs Filing or the payment of any Tax, including any Customs Duty, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax or Customs Duty liability of the Purchased Corporations for any tax period ending on or after the Closing Date (or for the portion of any Straddle Period beginning after the Closing Date as determined under Section 11.1) or decreasing any Tax attribute of the Purchased Corporation existing on the Closing Date; or (23) enter into any contract to do or engage in any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except Except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from and after the date hereof hereof, Sellers, the Company and MMP shall cause the Business to be conducted in the Closing, without the prior written consent of GNL and the Internalization Subs ordinary course. Except as contemplated by this Agreement or as consented to by Purchaser (which consent shall not unreasonably be unreasonably withheld, conditioned or delayed), from and after the Target Companies shall notdate hereof, Sellers, the Company, and Advisor Parent MMP shall act and cause the Target LLCs not toFCC Licensee Entities to act, as follows: (a) The Company and MMP will not adopt or cause the FCC Licensee Entities to adopt any material change in any method of accounting or accounting practice, except as contemplated or required by GAAP; (b) The Company shall not change or amend its charter or by-laws and MMP shall not change or amend the operating agreement dated as of January 1, 1996, as amended February 14, 1997 or cause or allow any of the FCC Licensee Entities to change or amend any limited partnership agreement; (c) Except (i) for the disposition of obsolete equipment in the ordinary course of business, (ii) the transfer of the Excluded Assets, (iii) the transfers of the MMP II Licenses to MMP II and the distribution of MMP II to MTC or (iv) as set forth on Schedule 9.3(c) to the MRI Agreement, neither Company nor MMP shall sell, leasemortgage, encumber, transfer, license pledge or otherwise dispose of any Business Assets assets or material properties owned, leased or used in the operation of the Business; (d) Neither the Company nor MMP or the FCC Licensee Entities will merge or consolidate with, agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other business entity; (e) MMP will not merge or consolidate with, or agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other business entity or cause the FCC Licensee Entities to do likewise; (f) Neither the Company nor MMP or the FCC Licensee Entities will authorize for issuance, issue or sell any additional shares of its capital stock or any securities or obligations convertible or exchangeable into shares of its capital stock or issue or grant any option, warrant or other right to purchase any shares of its capital stock; (g) Neither the Company nor MMP or the FCC Licensee Entities will incur, or agree to incur, any debt for borrowed money other than draws under the Company's or MMP's, as the case may be, existing revolving credit agreements; (h) Neither the Company nor MMP or the FCC Licensee Entities will change its historical practices concerning the payment of accounts payable; and (i) Neither the Company nor MMP or the FCC Licensee Entities will declare, issue, or otherwise approve the payment of dividends or distributions of any kind in respect of the Stock or redeem, purchase or otherwise acquire any of its stock. (j) The Company and MMP shall maintain the existing insurance coverages on the assets of the Stations or other policies providing substantially similar coverages. (k) The Company and MMP will not permit any increases in the compensation of any of the Target Companiesemployees of the Company or MMP except as required by law or existing contract or agreement or enter into or amend any Company Plan, MMP Plan, Company Benefit Arrangement, or MMP Benefit Arrangement other than as contemplated by MMP's operating budgets and in accordance with the past practice. (l) Neither the Company nor MMP or the FCC Licensee Entities shall enter into or renew any contract or commitment relating to the Stations or the assets of the Company or MMP, or incur any obligation that will be binding on Purchaser after Closing, except in the ordinary course of business, and MMP shall not enter into, modify, amend, renew, or change any contract with respect to programming for the Station for any period after the Closing Date without the prior approval of Purchaser. (m) Neither the Company nor MMP or the FCC Licensee Entities shall enter into any transactions with any Affiliate of the Company or any Seller that will be binding upon Purchaser, or the Station following the Closing Date. (n) The Company and MMP shall use all commercially reasonable efforts to maintain the assets of the Stations or replacements thereof in good operating condition and adequate repair, normal wear and tear excepted. (o) The Company and MMP shall, in connection with the operation of the Stations, make expenditures materially consistent with the estimates of expenses set forth in MMP's operating budgets of the Stations and, including, without limitation, expenditures in respect of promotional, programming and engineering activities for the Station (and any employee expenditures related to such activities) for any period covered by the current operating budgets of the Stations. (p) Neither the Company nor MMP shall make or allow the FCC Licensee Entities to make or change any material Tax election, amend any Tax Return, or take or omit to take any other action not in the ordinary course of business and consistent with past practice that would have the effect of increasing any Taxes of Purchaser or any of its Affiliates, or any Taxes of the Company or MMP for any Post-Closing Tax Period. (q) Except as provided by Section 2.2 hereof and the MMP II Distribution, the Company, MMP and the FCC Licensee Entities shall not make distributions other than in the ordinary course of business and consistent with past practice;, and shall not make non-pro rata distributions. (br) amend MMP shall not enter into or terminate renew any Identified ContractTradeout Agreement that would be binding on Purchaser after the Closing Date, other than except in the ordinary course of business;, as contemplated by MMP's operating budgets and in accordance with past practice. (cs) fail Except as provided in Section 9.3(r) above, MMP shall not enter into or renew any Time Sales Agreement except in the ordinary course of business and which are for cash at prevailing rates for a term not exceeding twelve (12) months. (t) MMP shall not acquire or enter into or renew any Local Marketing Agreement or Time Brokerage Agreement or similar agreement, or Network Affiliation Agreement, without the prior approval of Purchaser other than as contemplated by this Agreement, the Management Agreement, the MTC Agreement, and the MRI Agreement. (u) Neither the Company nor MMP shall enter into or become subject to timely pay any account employment, labor, union or professional service contract not terminable at will, or any bonus, pension, insurance, profit sharing, incentive, deferred compensation, severance pay, retirement, hospitalization, employee benefit, or other similar plans, or increase the compensation payable or to become payable to any employee, except in the ordinary course of business, other than amounts that are subject any value appreciation rights agreement with current employees of MMP, all of which liabilities shall be paid by MMP at or prior to dispute in good faith;Closing. (dv) Neither the Company nor MMP or the FCC Licensee Entities shall take any action which may jeopardize the validity or fail to take any action, which action enforceability of or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes;rights under the FCC Licenses. (ew) enter into any new line of business; (f) make any loansBefore Closing, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return MMP shall pay all one-time fees under Section 3.1 of the Target Companies; change Time Brokerage Agreements ("LMAs") with the Tax classification of any Target Company; or enter into any “closing agreement” LMA Stations aggregating $1,430,000.00 and MMP shall amend the LMAs with any Taxing Authority in a manner that would be binding on the Target Companies following LMA Stations to reflect the Closing; (i) increase in any manner payment by MMP before the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any Closing of the foregoing, in each case other than as fees set forth in Section 3.1 of the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement LMAs and the Transaction Documents, acquire, by merger, consolidation, acquisition reduction of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights continuing fees as a result of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8payments.

Conduct of Business Prior to Closing. From Seller and the Shareholders, jointly and severally, represent, warrant and covenant that from the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11through the Effective Time, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheldBuyer or as otherwise specifically provided for by this Agreement, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not toSeller shall: (a) sellcarry on the Business in the normal and ordinary course in a manner consistent with the manner in which the Business has heretofore been conducted (including but not limited to maintaining the Stores and all leasehold improvements and equipment contained therein in good condition, lease, encumber, transfer, license or dispose repair and working order); (b) not enter into any material contract (other than for purchases of any Business Assets or material properties or assets inventory in the usual and ordinary course of business upon terms consistent with past practices); (c) not encumber any of the Target CompaniesPurchased Assets or enter into any transaction or make any commitment relating to the Purchased Assets or the Business, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than in the usual and ordinary course of business; (cd) fail to timely pay not hire any account payable additional employees (except in the ordinary course of businessbusiness and consistent with past practices) or grant any increase in the salaries or rates of pay of any employee (except for normal periodic merit or seniority increases under existing agreements or established policies and practices of Seller and consistent in amount and timing with Seller's prior practices), other than amounts that are subject to dispute establish any new retirement or fringe benefit plan or grant any increase in good faith; (d) take benefits under any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposesexisting plan; (e) enter into any new line maintain all of businessits property, casualty, liability and other insurance in effect as of the date hereof through the Closing Date; (f) make any loanspromptly pay when and as due all taxes, advances license fees, charges, franchises and contributions required to be paid by Seller to governmental agencies or capital contributions totaxing authorities, or investments in, any other Person (including with respect to any the operation of its officers, directors, 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;Business through the Effective Time; and (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice cooperate with Buyer (including any material method of accounting for Tax purposesby facilitating reasonable access to the Real Estate and to Seller's employees) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke Buyer's conducting (or permit to be made, changed or revokedat Buyer's expense) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return an examination of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; Real Estate at Sussex, Mukwonago, Muskego, Wales and Oconomowoc (iPlank Road) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition operations of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, howeverSeller conducted thereon, for the avoidance purpose of doubt, that none evaluating the environmental condition of the Advisor Parties nor any Real Estate and identifying the presence or absence of their Subsidiaries shall agree toenvironmental risks, hazards, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8potential liabilities relating thereto.

Conduct of Business Prior to Closing. From the date hereof until to the Closing or earlier termination of this Agreement in accordance with Article 11Date, and except as contemplated or provided hereby as well as under the Transition Agreement (Exhibit D) or the Supply of Goods Agreement (Exhibit E) or to the extent that Purchaser shall otherwise expressly provided consent in this Agreementwriting, Seller shall: (a) operate the Target LLCs shallBusiness, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets Acquired Assets, substantially as previously operated and in the ordinary course, regular and Ordinary Course of Business consistent with past practice practices; (b) maintain the Acquired Assets in good working order and condition, reasonable wear and use excepted, and deliver such Acquired Assets to Purchaser on the Closing Date (or as required under the Transition Agreement) in compliance such condition, and maintain all policies of insurance covering the Acquired Assets in amounts and on terms substantially equivalent to those in effect on the date hereof; (c) take all steps reasonably necessary to maintain Seller's rights in and to the Intellectual Property and other intangible assets of Seller related to the Acquired Assets; (d) comply with all Laws applicable to the requirements conduct of the Advisory Agreements and Business where the Property Management Agreementsfailure to so comply would have a Material Adverse Effect on the Business or the Acquired Assets; 13 (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iiie) use commercially reasonable efforts to preserve its relationships with the goodwill and patronage of the customers, Employees and suppliers of the Business, as it relates to the Acquired Assets and others having a business dealings relationship with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of businessSeller; (f) make any loansmaintain all licenses and approvals necessary to conduct the Business, advances or capital contributions toas it relates to the manufacture and sale of the Acquired Assets, or investments in, any other Person (including to any of its officers, directors, 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 entityaccordance with applicable Law; (g) allow not fail to maintain substantially the lapse or termination of material policies of same insurance unless contemporaneously replacedcoverage as that currently maintained by Seller with respect to the Acquired Assets and, in any event, not less than that required by applicable legal and regulatory requirements; (h) change (not sell, pledge or permit encumber, nor cause a Lien or security interest to be changed) imposed against, and not cause to become pledged, secured or encumbered any material accounting Acquired Asset, except in the Ordinary Course of Business or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closingpursuant to existing Contracts and Liens; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing;and (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract not agree to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(ithings prohibited by Sections 5.2(a) through 5.2(h); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From (a) Between the date hereof until the Closing or earlier termination Effective Date of this Agreement and the Closing, Seller does not intend to recommence operating its business, and shall not: (1) assume, guarantee or otherwise become responsible for the obligations of, or make any loans or advances to, any Third Party; (2) waive, release or compromise any claims or rights, except for any that would not have a Material Adverse Effect; (3) enter into any settlement, compromise or consent with respect to any claim, proceeding or investigation, except for any that: (A) would not have a Material Adverse Effect; (B) relates to an Excluded Asset; or (C) relates to an Excluded Liability; (4) other than in accordance with Article 11, except the Budget incorporated into the DIP Credit Agreement or as otherwise expressly provided in this Agreement, agreed upon between the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicablemake material commitments, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets capital expenditures or capital additions which in the ordinary course, consistent with past practice and aggregate exceed $5,000 per occurrence or in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to:aggregate exceed $10,000; (a5) sell, lease, encumberassign, transfer, license lease or otherwise dispose of any of its Assets except for any that would not have a Material Adverse Effect; (6) terminate, discontinue, close or dispose of any Business Assets business operation or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business, except for any thereof that would not have a Material Adverse Effect; (f7) make or announce any loansmaterial change in the terms, advances including, without limitation, price, of the sale or capital contributions to, purchase of any goods or investments in, services of any other Person (including to subsidiaries or make or announce any material change in the form or manner of distribution of any of its officers, directors, Affiliates, agents Seller’s products or consultants)services other than in the Ordinary Course of Business; (8) except as required by GAAP or by applicable Governmental Regulations, make any change in its existing borrowing any accounting methods or lending arrangements for principles used in recording transactions on Seller’s books or on behalf of such Persons, records or enter into any “keep well” or similar agreement to maintain in preparing the financial condition statements of another entitySeller; (g9) allow the lapse remove, or termination of material policies of insurance unless contemporaneously replaced; (h) change (cause or permit to be changed) removed, from any material accounting or Tax procedure, method or practice (including of its properties any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; Assets, except in the Ordinary Course of the Business as conducted from the Filing Date; (10) change its credit policies or its customary practices as to the Tax classification collection of receivables; (11) mortgage, pledge or subject to Encumbrances or any Target Company; or other restriction of its Assets, except in connection with the purchase of assets having a cost of not more than $5,000 individually; (12) enter into any “closing agreement” with any Taxing Authority transaction not in a manner that would be binding on the Target Companies following Ordinary Course of Business (except for the Closing;transactions contemplated herein); or (i13) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do do, or authorize, any of the foregoing. (b) Since the Filing Date, there has not been any Material Adverse Effect, except those associated with proceedings before the Bankruptcy Court. (c) Since the Filing Date, Seller has not entered into any agreement, commitment, arrangement, understanding, relationship or transaction, directly or indirectly, with any partner, member, manager or officer of Seller, or any Affiliate of Seller, or any other immediate family member of any of the foregoing, in each case other than as set forth in or any trust for the REIT Merger Agreement or as set forth on Schedule 5.1(i);benefit thereof. (jd) commit Seller agrees that prior to any single or aggregate capital expenditure or commitment in excess the Closing, it will use reasonable efforts to preserve substantially intact Seller’s business organization, and to preserve for Purchaser the current relationships with and the goodwill of $25,000,000 (on a consolidated basis);Seller’s customers, suppliers, vendors, licensors and other persons with which they have significant business relationships. (ke) except as required to consummate Since the transactions pursuant to this Agreement and the Transaction DocumentsFiling Date, acquireSeller has not sold, by mergertransferred, consolidation, acquisition of stock assigned or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests otherwise disposed of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities Inventory in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8wholesale lots.

Conduct of Business Prior to Closing. From Except as set out in the date hereof until the Closing or earlier termination other sections of this Agreement in accordance with Article 117, except as otherwise expressly provided in this Agreementduring the Interim Period, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: Vendor will: (ia) use Use its commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to operate the Business Assets only in the ordinary course, and, to the extent consistent with such past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) practice, use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its assets and business organization and its business relationships with clients, customers, suppliers and others having business dealings with it relating to and the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the ClosingVendor shall not, without the prior written consent of GNL and the Internalization Subs Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), (i) enter into any transaction and shall refrain from doing any action which, if effected before the Target Companies shall notdate of this Agreement, and Advisor Parent shall cause would constitute a breach of any representation, warranty, covenant or other obligation of the Target LLCs not to: Vendor contained herein; (aii) sell, lease or grant any option to sell or lease, encumbergive a security interest in or otherwise create any Encumbrance on any of the material assets of the Vendor, transfer(iii) make any individual commitment or agreement for capital expenditures in excess of Cdn.$50,000, or (iv) sell, license or transfer any Intellectual Property; (b) not incur any material indebtedness or Liability or make any payment in respect thereof, except in the ordinary course of the Business which: (i) includes advances for working capital purposes from Persons who are not dealing at arm’s length with the Vendor and the repayment thereof by the Vendor, and (ii) excludes any other indebtedness or Liability incurred by the Vendor in favour of Persons who are not dealing at arm’s length with the Vendor; (c) not acquire or agree to acquire any material additional assets except: (i) supplies to the extent necessary to supplement material deficiencies and purchased in the ordinary course of the Business, (ii) equipment purchased in connection with the repair and maintenance of existing equipment, provided that the cost of such new equipment does not exceed Cdn.$50,000 in the aggregate, or (iii) with the prior written approval of the Purchaser, not to be unreasonably withheld or delayed; (d) not sell, agree to sell or otherwise transfer or dispose of any Business Assets or of the material properties or assets of any of the Target Companies, Vendor other than in the ordinary course of business consistent the Business or with past practicethe prior written approval of the Purchaser, not to be unreasonably withheld or delayed; (be) amend or terminate not enter into any Identified Contract, material forward commitment other than in the ordinary course of businessthe Business without the prior approval of the Purchaser, not to be unreasonably withheld or delayed; (cf) fail to timely pay not increase the wages or salaries or any account payable other form of remuneration, direct or indirect, of any of the Employees without the prior approval of the Purchaser in its sole discretion; (g) pay, satisfy and discharge its liabilities in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replacedBusiness; (h) change (not renew, extend, replace, renegotiate, amend or permit terminate any material Assumed Contract without the prior approval of the Purchaser, not to be changed) any material accounting unreasonably withheld or Tax proceduredelayed, method except in the case of an Assumed Contract that is extended or practice (including any material method of accounting for Tax purposes) renewed automatically in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” accordance with any Taxing Authority in a manner that would be binding on the Target Companies following the Closingits terms; (i) increase in not renew, extend, replace, renegotiate or terminate any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, Dealer Agreement or enter into any contract to do any new Dealer Agreement, other than those Dealer Agreements in the process of being renewed, extended, replaced, renegotiated or terminated as of the foregoingdate hereof as disclosed in Schedule 1.1(ff) (which transactions are hereby consented to and approved by HDMC), without the prior approval of the Purchaser, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i)its sole discretion; (j) commit to any single or aggregate capital expenditure or commitment maintain the insurance currently held by the Vendor in excess respect of $25,000,000 (the Business and the Real Property in the same manner as currently held by the Vendor on a consolidated basis)the date hereof and as disclosed in Schedule 4.19; (k) except pay as and when due in accordance with Applicable Laws any and all Taxes capable of causing an Encumbrance of any nature on the Purchased Assets; (l) promptly advise the Purchaser in writing of any Material Adverse Change, financial or otherwise, in the Vendor, the Business or their respective assets and properties; (m) in reasonable consultation with the Purchaser, use all commercially reasonable efforts to give or obtain the contractual waivers, notices, consents, subordination agreements, attornment agreements, acknowledgments and approvals required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real propertycontemplated herein; (n) issuenot, sell directly or grant any equity interests of indirectly, do or permit to occur any of the Target Companiesfollowing: (i) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Vendor; (ii) authorize, recommend, propose or agree to any securities release or rights convertible into, exchangeable for, or evidencing the relinquishment of any material contractual right to subscribe for any equity interests of under any of the Target Companies, Assumed Contracts or other material right under any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any governmental authorization of the Target Companies Vendor; or (iii) waive, release, grant or transfer any securities rights of value or rights convertible intomodify or change in any material respect any existing governmental authorization, exchangeable for, or evidencing in each case without the right to subscribe for, any equity interests of any prior approval of the Target Companies or any other securities in respect ofPurchaser, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof;acting reasonably; and (o) initiate not, directly or indirectly, (i) solicit or consider any claiminquiries, actionproposals or offers, suit or proceeding or settle or compromise any claimenter into agreements, action, suit or proceeding pending or threatened against it or relating to the Target Companies or disposition of the Business Purchased Assets, other than any such settlement the merger or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none consolidation of the Advisor Parties nor Vendor with any Person, the sale or exchange of their Subsidiaries shall agree toany securities of the Vendor, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for causebusiness combination involving the Vendor, or (ii) due divulge or otherwise disclose any confidential information concerning the Business or the assets of the Business to role elimination, or enter into any transaction third Person or any contract withdetails regarding the terms of this Agreement, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in without the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation prior approval of the transactions contemplated hereby; or (u) takePurchaser, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8acting reasonably.

Conduct of Business Prior to Closing. From After the date hereof until the Closing or earlier termination execution of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, by the Target LLCs shall, Buyer and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to until the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not toARS will: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in consistent with the ordinary course and past practice of business, maintain the operations and goodwill of the business consistent of ARS, and continue its relationships with past practice;persons having business dealings with ARS; and (b) amend or terminate any Identified Contract, other than in consistent with the ordinary course and past practice of business;, maintain all of the assets of ARS in their current condition, ordinary wear and tear excepted, and insurance on all of said assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; and (c) fail maintain the books, accounts and records of ARS consistent with ARS's normal business practices consistently applied, including recognition of revenues and expenses, continue to timely collect accounts receivable and pay accounts payable consistent with ARS's normal procedures and without discontinuing or accelerating payment of such accounts and comply with all contractual and other obligations applicable to ARS consistent with its normal business practices; and (d) not make any account payable change to, or otherwise amend in any material way, the contracts with, salaries, wages or other compensation of, any officer, director, agent or other similar representative of ARS (including any increase in any benefits or benefit plan costs or any change in any bonus, insurance, pension, compensation or other benefit plan) except as consistent with the ordinary course and past practice of business; and (e) not hire any officer, director, employee, agent or other similar representative of ARS except employees hired in the normal course of business and consistent with the ordinary course and past practice of business; and (f) not incur any material indebtedness for borrowed money except consistent with the ordinary course of business, other than amounts that are subject to dispute and not pledge or grant liens or security interests in good faith;any of the ARS's assets except consistent with the ordinary course and past practice of business; and (dg) take not sell, transfer or dispose of any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership material assets except for U.S. federal income tax purposes;sales consistent with the ordinary course and past practice of business; and (eh) enter into not distribute any new line material assets of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including ARS to any of its officers, directors, Affiliates, agents shareholders or consultants), make any change in its existing borrowing or lending arrangements for or on behalf other affiliates of such PersonsARS, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit other party except consistent with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course and past practice of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11and until the Closing, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this AgreementAgreement or as otherwise consented to by the Parties in writing, from the date hereof such consent not to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), each of the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not Parties agrees to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than Carry on its business only in the ordinary course Ordinary Course of Business and use commercially reasonable efforts to preserve intact its present business consistent organization, keep available the services of its executive officers and key employees and preserve its relationships with past practicecustomers, clients, service providers and others having material business dealings with it; (b) amend or terminate any Identified Contract, other than in the ordinary course of businessTimely file all Tax Returns and timely withhold and pay all Taxes; (c) fail to timely pay any account payable Maintain in full force and effect all Governmental Authorizations reasonably required for the ordinary course operation of business, other than amounts that are subject to dispute in good faithits business as presently conducted; (d) Continue to provide the same kind, quality, frequency and timeliness of service to each customer in a manner consistent with past practices; (e) Comply with its obligations contained in this Agreement; (f) Maintain such Party’s assets in their present order and condition (including routine or necessary maintenance), subject to normal wear and tear and normal obsolescence, and, in the case of Speaking Roses, maintain insurance upon all of the Contributed Assets of the kind and in the amounts existing as of the date of this Agreement; (g) Comply in all material respects with all Legal Requirements and Governmental Authorizations applicable to it; (h) Except as contemplated herein, not amend its articles of incorporation or bylaws; (i) Except as contemplated herein, not merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business of, or enter into any joint venture or partnership with, any Person; (j) Not take any action or fail omit to take any action, which action or failure that omission would adversely affect GNL result in a Breach of any of the representations and warranties set forth in this Agreement at, or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into of any new line of business; (f) make any loans, advances or capital contributions time prior to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (ik) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay Not sell or otherwise grant any benefit with respect to any Employee, or enter into any contract to do transfer any of its assets outside the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess Ordinary Course of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereofBusiness; (l) cancel any debts or waive any claims or rights Not maintain its books of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value account and records in excess of $2,500,000other than its usual, regular and ordinary manner, consistent with its past practice; (m) enter into any lease for real property or assign its rights underNot amend, amend modify or terminate any lease with respect of its Contracts, except for (i) amendments or modifications required by any applicable law, (ii) renewals, (iii) non-material amendments in the Ordinary Course of Business, or (iv) in the case of Speaking Roses, as described in the Memorandum or in the case of any Contracts being retained by Speaking Roses and not being assigned to real property;Millennium hereunder. (n) issue, sell or Not grant any equity interests of increase in compensation to any officer, member, director or employee or, except as contemplated by this Agreement and disclosed in the Memorandum, declare set aside or pay any dividend or make any distribution in respect to its capital securities except as contemplated by this Agreement and disclosed in the Memorandum, or reacquire any of the Target Companiesits capital stock, or issue or sell any capital securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof;capital securities; and (o) initiate Promptly advise the other Party, in writing, of any claimfact, actioncondition, suit occurrence or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating change known to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action Party that would reasonably be expected toto have, individually or in the aggregate, preventa Material Adverse Effect on such Party, materially delay or materially impede as the consummation of the transactions contemplated hereby; or (u) takecase may be, or agree cause a Breach of this Article III or otherwise commit require an amendment to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8a Party’s Disclosure Schedule.

Conduct of Business Prior to Closing. From Surebridge agrees that, between the date hereof until and the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this AgreementDate, the Target LLCs shall, and Advisor Parent Company shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts continue to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets operate in the ordinary coursecourse of business, consistent with past practice and practices, except as described in compliance Schedule 5.1 as otherwise contemplated by this Agreement. In furtherance of the foregoing, except with the requirements prior written consent of the Advisory Agreements and the Property Management Agreements; Parent, which consent will not be unreasonably withheld: (iia) The Company (i) shall use commercially good faith reasonable efforts to (x) preserve intact its current business organization, (y) keep available the services of its present current officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iiiz) use commercially reasonable efforts to preserve maintain its relations and goodwill with all suppliers, customers, landlords, creditors, employees and other persons having business relationships with others having the Company, and (ii) shall pay its debts, taxes and other liabilities when due and perform other material obligations when due, except in the ordinary course of business dealings consistent with it relating past practices or if the Company is disputing the liability or obligation in good faith; (b) The Company shall keep in full force all insurance policies; (c) The Company shall not declare, accrue (other than regularly accruing dividends in the ordinary course), make, set aside or pay any dividend (whether payable in cash, stock, property or a combination thereof) or make any other distribution in respect of any shares of capital stock, shall not repurchase, redeem or otherwise reacquire any shares of capital stock or other securities and shall not enter into any agreement with respect to the voting of its capital stock; (d) The Company shall not sell, issue or authorize the issuance of (i) any capital stock or other security or (ii) any instrument convertible into or exchangeable for any capital stock or other security; (e) None of Surebridge or any Subsidiary shall amend or permit the adoption of any amendment to such party's certificate of incorporation or bylaws or operating agreement or other such organizational documents, or effect any recapitalization, reclassification of shares or membership interests, stock split, reverse stock split or similar transaction, other than those amendments listed on Schedule 5.1; (f) The Company shall not form any subsidiary or acquire any equity interest or other interest in any other entity; (g) The Company shall not enter into any contract which contains any non-compete or exclusivity provisions with respect to any line of business of each Target or geographic area with respect to the Company or any of its Subsidiaries or which restricts the Business Assets. Without limiting conduct of any line of business by the generality Company or any of its Subsidiaries or any geographic area in which the Company or any of its Subsidiaries may conduct business, or which otherwise restricts operation of the foregoingCompany's business, in each case in any material respect, in each case other than non-compete agreements signed by employees incident to their employment by the Company or any of its Subsidiaries; (h) The Company shall not make or approve any capital expenditure in excess of $50,000, except as otherwise for such capital expenditures included in and contemplated by this Agreementthe Company's budget as set forth in Schedule 5.1(h), from which has been approved by the date hereof to the Closing, without the prior written consent Company's board of GNL and the Internalization Subs directors; (which consent i) The Company shall not be unreasonably withheld(i) enter into, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of permit any of the Target Companiesassets owned or used by it to become bound by, any (A) contract other than in the ordinary course of business or (B) Material Contract unless it is a customer contract, provided that the Company has provided notice via email to Ken Drake and one or more designated representatives of Parent ax xxxxx xxx business day prior to execution of such customer contract, (ii) amend, cancel or prematurely terminate, or waive any material right or remedy under, or request any material change in, any Material Contract other than in the ordinary course of business consistent with past practicepractice and in the case of a Material Contract that is a customer contract, if the Company has provided notice via email to Ken Drake and one or more designated representatives of Parent ax xxxxx xne business day prior to execution. (j) The Company shall not waive, release, assign, settle or compromise any material claims, or any material litigation or arbitration; (bk) amend The Company shall not (i) acquire, lease or terminate license any Identified Contractright or other asset from any other person, (ii) sell or otherwise dispose of or encumber, or lease or license, any right or other than asset to any other person, or (iii) waive or relinquish any right, except for assets acquired, leased, licensed or disposed of by the Company in the ordinary course of businessbusiness consistent with past practice or pursuant to existing Material Contracts. The Company shall not modify, amend or terminate, or waive, release or assign any material rights or claims with respect to any confidentiality or standstill agreement to which the Company is a party; (cl) fail Other than amounts that may be borrowed under the Company's existing credit agreement with Silicon Valley Bank (subject to timely borrowing limits as of the date hereof), the Company shall not incur or guarantee any other indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person for borrowed money; (m) The Company shall not (i) establish, adopt or amend any employee benefit plan, (ii) pay any account bonus (except for the payment of bonuses listed on Schedule 5.1(m) on the date hereof or bonuses to be paid in connection with the transactions contemplated by this Agreement as in existence as of the date hereof and previously made available to NaviSite) or make any profit-sharing payment, cash incentive payment or similar payment to, or increase the amount of the wages, salary, commissions, benefits or other compensation or remuneration payable or to become payable to, any of its directors, officers, employees or consultant, (iii) grant any rights to severance or termination pay to, or enter into any agreement to provide severance benefits with, any director, officer or other employee of the Company, (iv) establish, adopt, enter into of or amend of any thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except for the issuance of new stock options to new, non-executive employees in the ordinary course of businessbusiness consistent with past practice and except for the termination of existing stock options, other than amounts that are subject or to dispute in good faiththe extent required by applicable Law, or (v) take any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Employee Plans; (dn) take The Company shall not change any action of its methods, procedures, policies or fail to take any action, which action principles of accounting or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposesaccounting practices; (eo) The Company shall not fail to be in material compliance with the terms of instruments evidencing indebtedness owed by the Company; (p) The Company shall not write up, write down or write off the book value of any assets; (q) The Company shall not make any material tax election or settlement or compromise of any liability for Taxes, if such election, settlement or compromise would have the effect of increasing the Tax liability of Surebridge or any of its Subsidiaries after the Closing Date or decreasing any Tax attribute of Surebridge or any Subsidiary existing on the Closing Date; (r) The Company shall not (A) pre-pay any debt, or pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in the ordinary course of business consistent with past practice and in accordance with their terms, or (B) fail to collect notes or accounts receivable except in the ordinary course of business consistent with past practice or enter into a factoring or discounting arrangement with a third party with respect to accounts receivable; and (s) The Company shall not enter into any new line of business; (f) make any loansagreement, advances commitment or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract undertaking to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, activities prohibited by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8provisions.

Conduct of Business Prior to Closing. From the date hereof until At all times prior to the Closing or earlier termination of this Agreement in accordance with Article 11Date, except as otherwise expressly provided in this Agreement, the Target LLCs Seller shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: : (ia) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to operate the Business Assets only in the ordinary course, course and consistent with past practice practice; (b) maintain the Real Property and Equipment in compliance with the requirements reasonably good repair and operating condition, ordinary wear and tear excepted; (c) maintain in full force and effect all Business Permits and insurance policies; (d) not sell, transfer or otherwise dispose of any of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts Assets or any interest therein or agree to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality do any of the foregoing, except as otherwise contemplated by this Agreement, from for sales of inventory in the date hereof to the Closing, without the prior written consent ordinary course of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to:business; (ae) sellnot incur, leasemake, encumberor assume any Lien, transfer, license tenancy or dispose of any Business Assets or material properties or assets of other matter affecting title to any of the Target CompaniesAssets; (f) not make, change or revoke any tax elections or make any agreement or settlement with any taxing authority; (g) not merge or consolidate Seller with or into any other entity or agree to do any of the foregoing; (h) comply with applicable Governmental Rules in all material respects; (i) take no action, and use its best efforts to prevent the occurrence of any event or the existence of any condition, which would result in any of Seller's representations and warranties herein not being true and correct; (j) not pay any dividend or make any distribution, whether in cash, shares or property, with respect to its capital stock, other than distributions to the Shareholders to reimburse the Shareholders for income taxes paid or to be paid by the Shareholders on corporate taxable income; (k) not amend its articles of incorporation or bylaws, capital structure or accounting practices; (l) not incur any liability for borrowed money or guaranty the obligation of any other person for borrowed money, except for (i) the incurrence of unsecured trade debt in the ordinary course of business consistent with past practice; practice and (bii) amend or terminate any Identified Contract, other than in advances under the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” credit facility with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000Comerica Bank; (m) enter into any lease for real property or assign grant to Buyer and its rights underattorneys, amend or terminate any lease with respect employees, agents and designees reasonable access to real propertythe books and records and appropriate executive and managerial personnel of Seller, all during normal business hours on reasonable notice; (n) issuegrant to Buyer and its attorneys, sell agents and designees access to the Real Property to conduct inspections, investigations, appraisals, tests and environmental site assessments of the Real Property including, but not limited to, conducting soil tests of the Real Property, borings and other tests to evaluate the environmental conditions which exist at the Real Property (including Phase I and Phase II environmental assessments and baseline environmental assessments ("BEAs") if necessary or grant any equity interests desirable, as determined by Buyer in Buyer's sole discretion) and the Real Property's compliance with all applicable state and federal environmental laws and regulations, and determining the availability of any of the Target Companies, governmental approvals or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests permits. The cost of any and all such inspections, investigations, appraisals, tests and determinations shall be paid by Buyer. Further, Seller agrees and acknowledges that Buyer may submit the results of such inspections, investigations, appraisals, tests, BEAs and determinations regarding the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements Real Property to the Michigan Department of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof;Environmental Quality; and (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating as evidence of title to the Target Companies Real Property, furnish or cause to be furnished to Buyer at Seller's expense, not later than ten (10) days after the Business Assetsdate of execution of this Agreement by Seller, other than any such settlement or compromise that involves solely payment of money damages the following title insurance commitments, policies and riders in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, preparation for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets;Closing: (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) with respect to each parcel of Real Property that Seller owns, an ALTA Owner's Policy of Title Insurance issued by a termination for causetitle insurer reasonably satisfactory to Buyer, or in such amount as the Buyer reasonably may determine to be the fair market value of such Real Property (including all improvements located thereon), insuring title to such Real Property to be in the Buyer as of the Closing Date; and (ii) due with respect to role eliminationeach parcel of Real Property that Seller leases or subleases, an ALTA Leasehold Owner's Policy of Title Insurance issued by a title insurer reasonably satisfactory to Buyer in such amount as Buyer reasonably may determine, insuring title to the leasehold or enter into any transaction or any contract with, any Employee, or promote or appoint any Person subleasehold estate to a position be in the Buyer as of executive officer or director of any Target Company or Employer; in each case other than the Closing Date. Each title insurance policy delivered under Sections 4.01(o)(i) and (wii) as set forth on Schedule 5.1(q)above shall (a) insure title to the Real Property and all recorded easements benefitting such Real Property, (xb) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in the ordinary course of businesssuch policies, and (y) to replace any departing officer, employee or director or (zc) if such executive officer or director’s employment or service can be terminated upon not the Real Property consists of more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandonone record parcel, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action contain a "contiguity" endorsement insuring that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation all of the transactions contemplated hereby; or (u) take, or agree or otherwise commit record parcels are contiguous to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8one another.

Conduct of Business Prior to Closing. From the date hereof Effective Date until the Closing or earlier termination of this Agreement in accordance with Article 11Agreement, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent AH LLC (i) shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts AH Parties to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements, and consistent with the assumptions underlying the Projections; (ii) shall use commercially reasonable efforts to preserve substantially intact the present organization of the AH Parties; (iii) shall use commercially reasonable efforts to keep available the services of its the present officers and employees of the AH Parties and of all other Persons who provide material services to GNL the Company and RTL its subsidiaries and their Subsidiariesany employees identified to provide services to the Company or its subsidiaries following the Closing; and (iiiiv) shall use commercially reasonable efforts to preserve its the AH Parties’ relationships with others having business dealings with it the AH Parties relating to the business of each Target Company or the Business AssetsBusiness. Without limiting the generality of the foregoing, except as as otherwise contemplated by expressly provided in this Agreement, from the date hereof Effective Date to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent Company, AH LLC shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not toAH Parties to not: (a) sell, lease, encumberEncumber, transfer, license transfer or dispose of any Business Assets Transferred Assets, the Contracts or material properties or assets of any Intellectual Property of the Target CompaniesAdvisor or the Property Manager, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than each case except in the ordinary course of business; (cb) fail to timely pay any account payable in the ordinary course of business, business relating to the Business other than amounts that are subject to dispute in good faith; (dc) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTLthe Company’s qualification as a REIT real estate investment trust within the meaning of Section 856 of the Code; (d) enter into any material commitment or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposestransaction relating to the Business except in the ordinary course of business; (e) enter into incur, create, assume or guarantee any new line Indebtedness of businessor by the Advisor or the Property Manager; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method procedure or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make), change or revoke make (or permit to be made, changed or revoked) any material Tax election or settle or compromise any Tax liability, but in a manner any case, only to the extent that would be binding on such procedure or practice, election or compromise relates to the Target Companies following the Closing; amend Business or to any material Tax Return liability of the Target Companies; change Advisor or the Tax classification Property Manager or Taxes of any Target Company; the Advisor or enter into any “closing agreement” with any Taxing Authority in the Property Manager as a manner that would be binding on the Target Companies following the Closingseparate entity; (ig) other than normal increases consistent with past practices, enter into, adopt, amend, terminate or waive any right under any Plan (including any employment or consulting arrangement), increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Business Employee or pay or otherwise grant any benefit not required by any Plan with respect to any Business Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (jh) except for capital expenditures related to leasing software upgrades, commit the Advisor or the Property Manager to any single or aggregate capital expenditure or commitment in excess of $25,000,000 50,000 or make aggregate capital expenditures and commitments in excess of $100,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (li) cancel any debts or waive any claims or rights of substantial value relating to the business of Business, the Target Companies Advisor or the Business Assets having an individual or aggregate value in excess of $2,500,000Property Manager; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (nj) issue, sell or grant any equity interests of any Equity Interests of the Target CompaniesAdvisor or the Property Manager, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any Equity Interests of the Target CompaniesAdvisor or the Property Manager, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any Equity Interests of the Target Companies Advisor or the Property Manager or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any Equity Interests of the Target Companies Advisor or the Property Manager or any other securities in respect of, in lieu of, or in substitution for, the equity interests Equity Interests of any Target Company the Advisor or the Property Manager that are outstanding on the date hereof; (ok) initiate any claim, action, suit or proceeding or settle or compromise any material claim, action, suit or proceeding pending or threatened against it the Advisor or the Property Manager or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business AssetsBusiness; (pl) enter into a collective bargaining agreement or any other agreement with a unionexcept as permitted by Section 4.1(g), works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, with any Business Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (rm) make or authorize any change in its Organizational Documentsthe organizational documents of the Advisor or the Property Manager; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (un) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8Section 2.3.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except Except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from and after the date hereof hereof, Sellers, the Company and MMP shall cause the Business to be conducted in the Closing, without the prior written consent of GNL and the Internalization Subs ordinary course. Except as contemplated by this Agreement or as consented to by Purchaser (which consent shall not unreasonably be unreasonably withheld, conditioned or delayed), from and after the Target Companies shall notdate hereof, Sellers, the Company, and Advisor Parent MMP shall act and cause the Target LLCs not toFCC Licensee Entities to act, as follows: (a) The Company and MMP will not adopt or cause the FCC Licensee Entities to adopt any material change in any method of accounting or accounting practice, except as contemplated or required by GAAP; (b) The Company shall not change or amend its charter or by-laws and MMP shall not change or amend the operating agreement dated as of January 1, 1996, as amended February 14, 1997 or cause or allow any of the FCC Licensee Entities to change or amend any limited partnership agreement; (c) Except (i) for the disposition of obsolete equipment in the ordinary course of business, (ii) the transfer of the Excluded Assets, (iii) the transfers of the MMP II Licenses to MMP II and the distribution of MMP II to MTC or (iv) as set forth on Schedule 9.3(c) hereto, neither Company nor MMP shall sell, leasemortgage, encumber, transfer, license pledge or otherwise dispose of any Business Assets assets or material properties owned, leased or used in the operation of the Business; (d) Neither the Company nor MMP or the FCC Licensee Entities will merge or consolidate with, agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other business entity; (e) MMP will not merge or consolidate with, or agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other business entity or cause the FCC Licensee Entities to do likewise; (f) Neither the Company nor MMP or the FCC Licensee Entities will authorize for issuance, issue or sell any additional shares of its capital stock or any securities or obligations convertible or exchangeable into shares of its capital stock or issue or grant any option, warrant or other right to purchase any shares of its capital stock; (g) Neither the Company nor MMP or the FCC Licensee Entities will incur, or agree to incur, any debt for borrowed money other than draws under the Company's or MMP's, as the case may be, existing revolving credit agreements; (h) Neither the Company nor MMP or the FCC Licensee Entities will change its historical practices concerning the payment of accounts payable; and (i) Neither the Company nor MMP or the FCC Licensee Entities will declare, issue, or otherwise approve the payment of dividends or distributions of any kind in respect of the Stock or redeem, purchase or otherwise acquire any of its stock. (j) The Company and MMP shall maintain the existing insurance coverages on the assets of the Stations or other policies providing substantially similar coverages. (k) The Company and MMP will not permit any increases in the compensation of any of the Target Companiesemployees of the Company or MMP except as required by law or existing contract or agreement or enter into or amend any Company Plan, MMP Plan, Company Benefit Arrangement, or MMP Benefit Arrangement other than as contemplated by MMP's operating budgets and in accordance with the past practice. (l) Neither the Company nor MMP or the FCC Licensee Entities shall enter into or renew any contract or commitment relating to the Stations or the assets of the Company or MMP, or incur any obligation that will be binding on Purchaser after Closing, except in the ordinary course of business, and MMP shall not enter into, modify, amend, renew, or change any contract with respect to programming for the Station for any period after the Closing Date without the prior approval of Purchaser. (m) Neither the Company nor MMP or the FCC Licensee Entities shall enter into any transactions with any Affiliate of the Company or any Seller that will be binding upon Purchaser, or the Station following the Closing Date. (n) The Company and MMP shall use all commercially reasonable efforts to maintain the assets of the Stations or replacements thereof in good operating condition and adequate repair, normal wear and tear excepted. (o) The Company and MMP shall, in connection with the operation of the Stations, make expenditures materially consistent with the estimates of expenses set forth in MMP's operating budgets of the Stations and, including, without limitation, expenditures in respect of promotional, programming and engineering activities for the Station (and any employee expenditures related to such activities) for any period covered by the current operating budgets of the Stations. (p) Neither the Company nor MMP shall make or allow MTR or the FCC Licensee Entities to make or change any material Tax election, amend any Tax Return, or take or omit to take any other action not in the ordinary course of business and consistent with past practice that would have the effect of increasing any Taxes of Purchaser or any of its Affiliates, or any Taxes of the Company or MMP for any Post-Closing Tax Period. (q) Except as provided by Section 2.2 hereof and the MMP II Distribution, the Company, MMP and the FCC Licensee Entities shall not make distributions other than in the ordinary course of business and consistent with past practice;, and shall not make non-pro rata distributions. (br) amend MMP shall not enter into or terminate renew any Identified ContractTradeout Agreement that would be binding on Purchaser after the Closing Date, other than except in the ordinary course of business;, as contemplated by MMP's operating budgets and in accordance with past practice. (cs) fail Except as provided in Section 9.3(r) above, MMP shall not enter into or renew any Time Sales Agreement except in the ordinary course of business and which are for cash at prevailing rates for a term not exceeding twelve (12) months. (t) MMP shall not acquire or enter into or renew any Local Marketing Agreement or Time Brokerage Agreement or similar agreement, or Network Affiliation Agreement, without the prior approval of Purchaser other than as contemplated by this Agreement, the Management Agreement, the MTC Agreement, and the Investor Agreement. (u) Neither the Company nor MMP shall enter into or become subject to timely pay any account employment, labor, union or professional service contract not terminable at will, or any bonus, pension, insurance, profit sharing, incentive, deferred compensation, severance pay, retirement, hospitalization, employee benefit, or other similar plans, or increase the compensation payable or to become payable to any employee, except in the ordinary course of business, other than amounts that are subject any value appreciation rights agreement with current employees of MMP, all of which liabilities shall be paid by MMP at or prior to dispute in good faith;Closing. (dv) Neither the Company nor MMP or the FCC Licensee Entities shall take any action which may jeopardize the validity or fail to take any action, which action enforceability of or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes;rights under the FCC Licenses. (ew) enter into any new line of business; (f) make any loansBefore Closing, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return MMP shall pay all one-time fees under Section 3.1 of the Target Companies; change Time Brokerage Agreements ("LMAs") (aggregating $1,430,000.00) and MMP shall amend the Tax classification of any Target Company; or enter into any “closing agreement” LMAs with any Taxing Authority in a manner that would be binding on the Target Companies following LMA Stations to reflect the Closing; (i) increase in any manner payment by MMP before the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any Closing of the foregoing, in each case other than as fees set forth in Section 3.1 of the REIT Merger Agreement or as set forth on Schedule 5.1(i); LMAs (jaggregating $1,430,000.00) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition reduction of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights continuing fees as a result of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8payments.

Conduct of Business Prior to Closing. From Between the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Partiesapplicable Closing Date, as applicableunless EQM shall otherwise consent in writing, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), and except as otherwise contemplated by this Agreement or the Seller Disclosure Schedules, the Target EQT Parties hereby agree to spend capital in material compliance with the currently effective capital expenditures budget related to the applicable Subject Company and to use commercially reasonable efforts to conduct the respective Businesses of the Subject Companies in the ordinary course of business consistent with past practice in all material respects; and the EQT Parties shall use commercially reasonable efforts to (a) preserve intact all Material Contracts, Rice Olympus Contracts and Strike Force Contracts, (b) preserve intact the respective Businesses of the Subject Companies and (c) preserve the current relationships of each Subject Company with distributors, customers, suppliers and other Persons with which any such Subject Company has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the applicable Closing Date, except as required by Applicable Law or as set forth on Seller Disclosure Schedule 5.1, the EQT Parties shall not, and Advisor Parent shall cause not propose to, directly or indirectly, take or authorize any of the Target LLCs following actions in respect of any Subject Company without the prior written consent of EQM, which consent shall not tobe unreasonably withheld, conditioned or delayed: (a) sellenter into any joint venture, leasestrategic alliance, encumberexclusive dealing, transfernoncompetition or similar contract or arrangement that affects the Transferred Assets, license the Subject Companies or the Subject Interests; (b) dispose of or otherwise subject to any Business Assets Lien (other than a Permitted Lien) the Transferred Assets, the Subject Companies or material properties the Subject Interests; (c) incur any Indebtedness or assets issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that affect the Transferred Assets, the Subject Companies or the Subject Interests; (d) (i) amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the Target Companiestermination of any rights of Rice Midstream or any Subject Company, as applicable, thereunder, except for (x) amendments in the ordinary course of business consistent with past practice and (y) terminations upon the expiration of a Material Contract in accordance with its terms or (ii) enter into any Contract relating to the Transferred Assets, the Subject Companies or the Subject Interests other than in the ordinary course of business consistent with past practice; (be) amend enter into any lease of real or terminate personal property or any Identified Contract, renewals thereof involving a term of more than one year or rental obligation exceeding $250,000 per year in any single case which relates to the Transferred Assets or the Subject Companies; (f) other than in the ordinary course of businessbusiness consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the respective Businesses of the Subject Companies, as applicable; (cg) fail settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of any Subject Company, as applicable, relating to timely pay the Transferred Assets or the Subject Interests and that do not involve payments individually or in the aggregate in excess of $25,000; (h) with respect to the Businesses of any account Subject Companies, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or deferred expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business, other than amounts that are subject to dispute in good faithbusiness consistent with past practice; (di) take any action action, or intentionally fail to take any action, which action or failure that would adversely affect GNL result in a breach of any covenant made by Rice Olympus, Strike Force Midstream, Strike Force East or RTL’s qualification Strike Force South, as applicable, in a REIT Rice Olympus Contract or GNL OP’s Strike Force Contract, as applicable, or RTL OP’s qualification as that has or would reasonably be expected to have a partnership for U.S. federal income tax purposes;Seller Material Adverse Effect; and (ej) announce an intention, enter into any new line of business; (f) make any loans, advances formal or capital contributions toinformal agreement, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), otherwise 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract commitment to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From During the period from the date hereof until the Closing or earlier termination of this Agreement to the Time of Closing: (a) the Vendor shall promote the interests and maintain the goodwill of the Purchased Business and continue to operate, in accordance consultation with Article 11, except as otherwise expressly provided in this Agreementthe Purchaser, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Purchased Business Assets in the ordinary course, course consistent with past practice practice, including paying and in compliance satisfying all obligations with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating respect to the business of each Target Company Purchased Business as such obligations mature or within a reasonable period thereafter; (b) the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the ClosingVendor shall not, without the prior written consent of GNL and the Internalization Subs (which consent shall Purchaser, enter into any contract, commitment or transaction not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practiceor which would have a material adverse effect on the Purchased Business or which would constitute a material breach of the covenants, representations or warranties of the Vendor contained in this Agreement; (bc) amend the Vendor shall not enter into single Inventory purchase commitment in excess of $500,000 without the prior written consent of the Purchaser, not to be unreasonably withheld; (d) the Vendor shall give prompt notice to the Purchaser of any potential material defaults or terminate any Identified Contractmaterial breaches of representations, warranties or covenants of the Vendor forthwith upon becoming aware of such matters; (e) the Vendor shall continue to maintain in full force and effect all policies of insurance currently in effect in respect of the Purchased Assets and the Purchased Business and give all notices and present all claims under all policies of insurance in a due and timely fashion; (f) the Vendor shall not sell, transfer or encumber the Purchased Assets other than in the ordinary course of business; (cg) fail the Vendor shall not authorize or enter into any agreement, understanding or commitment with respect to timely any merger, consolidation or business combination, any material change in capitalization or any release or relinquishment of any material contract rights; (h) the Vendor shall not permit an Intellectual Property right to lapse; (i) except for special bonuses to be paid to certain employees of the Vendor in connection with services provided by them to facilitate the transaction contemplated herein (of which the Vendor has notified the Purchaser), the Vendor shall not pay or agree to pay to any account payable employee of the Purchased Business compensation that is in excess of the current compensation level of such employee, except for normal compensation increases to current employees which are made in the ordinary course of businessbusiness consistent with past practice, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) nor enter into any new line of business;written employment agreement or severance agreement, insurance agreement or benefit plan or amend any current benefit plans or compensation policies without the Purchaser's consent; and (fj) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract Vendor shall not agree to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From During the period from the date hereof until to the Closing or earlier termination the operations of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets by Seller shall be conducted only in the ordinary course, course of business and consistent with past practice and in compliance (consistent with the requirements business experienced after the announcement to the customer base that the assets of the Advisory Agreements and Business is for sale), no change shall be made in the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services charter or by-laws of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without Seller and, without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof in regard to the ClosingBusiness or Assets, Seller shall not, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheldBuyer, conditioned directly or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not toindirectly: (ai) sell[Intentionally Omitted]. (ii) (including through its directors, leaseofficers, encumberemployees or advisors), transfersolicit, license initiate discussions concerning or dispose encourage (including by way of furnishing any Business Assets non-public information concerning the Business) any Acquisition Proposal (as defined below). Seller will notify Buyer promptly by telephone, and thereafter promptly confirm in writing, if any such information is requested from, or material properties any Acquisition Proposal is received by Seller and the terms thereof. As used in this Agreement, "Acquisition Proposal" shall mean any proposal or assets inquiry received by Seller for the acquisition of any a substantial portion of the Target CompaniesAssets, other than in the ordinary course of business consistent specific transactions with past practiceBuyer contemplated hereby; (biii) amend make any capital expenditures in regard to the Business (including expenditures for additions to plant, property and equipment) or terminate any Identified Contractappropriations or commitments with respect thereto, other than except such additional expenditures, appropriations and commitments up to TWO THOUSAND ($2,000.00) DOLLARS as Seller may deem appropriate and advise Buyer in the ordinary course of businessadvance; (civ) fail to timely pay any account payable except for purchases of supplies, equipment or services and sales of goods and services, in each case in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract withseries of related transactions in regard to the Business, any Employee, whether or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) not in the ordinary course of business, involving total payments to or by Seller, or involving the acquisition or disposition by Seller of property, assets or rights having a value of at least TWO THOUSAND (y$2,000.00) to replace DOLLARS, or change any departing officerwarranty, employee product return or director other business policy or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000practice; (rv) make approve or authorize put into effect any change general increase in its Organizational Documentsany compensation or benefits payable to any class or group of employees of Seller; (svi) abandonchange the accounting methods, encumberprinciples or practices employed by Seller, assignexcept as required by generally accepted accounting principles, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated herebyconsistently applied; or (uvii) takefail to maintain the Assets in their present operating condition, repair and order, reasonable wear and tear excepted, or fail to maintain insurance coverage on the Assets in such amounts and kinds as are at least comparable to the coverage in effect on the date of this Agreement. Seller will use its best efforts to preserve the Business, to preserve for itself the goodwill of its suppliers, customers and others with whom business relationships exist; provided, however, that nothing shall permit Seller to make or agree to make any increase in compensation, or otherwise commit to take, any of the foregoing actions or take any other action that if taken would reasonably be expected with respect to prevent the satisfaction employees, suppliers or customers, which is inconsistent with present policies and practices of Seller or with any condition set forth in Article 8other provisions of this Agreement.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11and until the Closing, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from as set forth on Schedule 3.2 or as otherwise consented to by the date hereof Parties in writing, such consent not to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, each of SFG and Advisor Parent shall cause the Target LLCs not COESfx agrees to: (a) sellCarry on its business only in the Ordinary Course of Business and use commercially reasonable efforts to preserve intact its present business organization, leasekeep available the services of its executive officers and key employees and preserve its relationships with customers, encumberclients, transferservice providers and others having material business dealings with it; (b) Timely file all Tax Returns and timely withhold and pay all Taxes; (c) Maintain in full force and effect all Governmental Authorizations reasonably required for the operation of its business as presently conducted; (d) Comply with all obligations contained in this Agreement; (e) Comply in all material respects with all Legal Requirements and Governmental Authorizations applicable to them; (f) Except as contemplated herein, license not amend its articles of incorporation or dispose bylaws; (g) Except as contemplated herein, not merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any Business Assets business of, or material properties enter into any joint venture or assets partnership with, any Person; (h) Not take any action or omit to take any action that would result in a Breach of any of the Target Companiesrepresentations warranties and/or covenants set forth in this Agreement at, or prior to, the Closing; (i) Except as contemplated on Schedule 3.2(i), not issue, reissue, sell, deliver, pledge, authorize, or propose the issuance, reissuance, sale, delivery or pledge of shares of capital stock of any class, or securities convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible securities or capital stock; (j) Except as contemplated hereby, not adjust, split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other than securities; (k) Not declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, redeem or otherwise acquire any shares of its capital stock or other securities, or alter any term of any of its outstanding securities; (l) Except as required under any employment agreement, not increase in any manner the compensation of any of its directors, officers, or other employees; (ii) not pay, or agree to pay, any pension, retirement allowance or other employee benefit not required or permitted by any existing plan, agreement or arrangement to any such director, officer or employee, whether past or present; or (iii) not commit itself to any additional pension, profit-sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment agreement or consulting agreement (arising out of prior employment ) with or for the benefit of any person, or, except to the extent required to comply with applicable law, amend any of such plans or any of such agreements in existence on the date of this Agreement; (m) Not terminate, enter into or amend in any material respect any contract, agreement, lease, license or commitment, or take any action, or omit to take any action that will cause a breach, violation or default (however defined) under any contract, except in the ordinary course of business and consistent with past practice; (bn) amend Not permit any of its current insurance (or terminate reinsurance) policies to be cancelled or terminated or any Identified Contractof the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than coverage remaining under those cancelled, terminated or lapsed policies are in full force and effect; (o) Not enter into other than material agreements, commitments or contracts not in the ordinary course of business; (cp) fail to timely pay any Not maintain its books of account payable and records in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any actionits usual, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loansregular and ordinary manner, advances or capital contributions to, or investments in, any other Person (including to any of consistent with its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closingpast practice; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization;and (q) hire or terminate any executive officer or director Promptly advise the other Party, in writing, of any Employer fact, condition, occurrence or Target Company other than (i) a termination for cause, or (ii) due change known to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action Party that would reasonably could be expected toto have, individually or in the aggregate, preventa Material Adverse Effect on such Party, materially delay or materially impede as the consummation of the transactions contemplated hereby; or (u) takecase may be, or agree cause a Breach of this Article III or otherwise commit require an amendment to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8a Party’s Disclosure Schedule.

Conduct of Business Prior to Closing. From (a) During the period from the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11to the Closing, except as otherwise expressly provided in this Agreement, (i) the Target LLCs Parent shall, and Advisor Parent shall cause the Target Companies and the other Advisor Partieseach of its Subsidiaries to, as applicable, to: (i) use commercially reasonable efforts to conduct the their business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past prior practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts the Parent agrees to keep available inform the services Company promptly upon receipt of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating Knowledge of the occurrence of any event occurring prior to the business of each Target Company or the Business Assets. Closing which could result in a Material Adverse Change. (b) Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned Company or delayed)as explicitly contemplated by this Agreement, the Target Companies shall not, Parent covenants and Advisor Parent shall cause agrees that it will not and will not permit any of its Subsidiaries to do or agree to do on or after the Target LLCs not todate hereof any of the following: (ai) sellEnter into any contract, commitment or transaction not in the ordinary course of business; (ii) Make any capital expenditure; (iii) Sell, lease, encumbermortgage pledge, transfer, license transfer or dispose of any Business the Assets except in the ordinary course of business; (iv) Waive, cancel or compromise any material properties right or assets claim of the Parent or any of the Target Companiesits Subsidiaries, other than in the ordinary course of business and consistent with past practicepractices; (bv) amend Modify, amend, cancel or terminate any Identified Material Contract, other than in the ordinary course of businessbusiness and consistent with past practices; (vi) Enter into any contract, agreement, license, lease or other commitment which would constitute a Material Contract (vii) Incur any indebtedness or Lien, or prepay any of its indebtedness prior to the scheduled maturity date thereof; (viii) Permit the Company or any of its Subsidiaries to make any material Tax election, amend any Tax Return, settle or compromise any material federal, state, local or non-U.S. Tax liability, or otherwise conduct its Tax affairs in a manner other than in the ordinary course and in substantially the same manner as such affairs would have been conducted if the parties had not entered into this Agreement; (ix) Grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) or benefits to any director, officer or employee of the Parent or any of its Subsidiaries or institute, adopt or amend (or commit to institute, adopt or amend) any compensation or benefit plan, policy, program or arrangement or collective bargaining agreement applicable to any such director, officer or employee; (x) Amend the Certificate of Incorporation, By-laws or other similar corporate governance instrument; (xi) Effect any merger, consolidation, restructuring, reorganization or recapitalization or adopt any plan of complete or partial liquidation or dissolution involving the Parent or any of its Subsidiaries; (xii) Issue, sell, pledge, award or grant any shares of Capital Stock or other equity interest of the Parent or any of its Subsidiaries, or securities convertible into or exchange for, or options, warrants or rights to purchase or subscribe for such Capital Stock, other than issuance of shares of Common Stock of the Parent upon the exercise of any options and warrants outstanding as of the date hereof; or (xiii) Adjust, split, combine or reclassify any of its Capital Stock or issue or authorize the issuance of any other securities in respect of or in substitution for shares of its Capital Stock or other securities; (xiv) Declare or make any dividend or distribution to its shareholders or purchase or redeem any of its Capital Stock or any other securities or any other obligations convertible into or exchange for, or options, warrants or rights to purchase or subscribe for such Capital Stock. (c) fail During the period from the date of this Agreement to timely pay any account payable the Closing, the Parent, covenants and agrees that it will and will cause each of its Subsidiaries to continue, in the ordinary course of businessits business and consistent with its past practices, other than amounts to preserve intact its present business organization and to preserve its relationships with customers, suppliers and others having business dealings with it, to the end that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to goodwill and going business shall be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies unimpaired following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From (a) After the date hereof until Signing Date and prior to the Closing or earlier termination of this Agreement in accordance with Article 11Date, Ashland agrees that, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company as contemplated in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated permitted by this Agreement, from (ii) as provided for in the date hereof annual budgets or capital budgets for the Ashland Business, (iii) as required by law, or (iv) to the Closingextent SC shall otherwise consent, without the prior written consent of GNL and the Internalization Subs (which provided that such consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (ai) sell, lease, encumber, transfer, license or dispose of neither Ashland nor its Affiliates shall take any Business Assets or material properties or assets of any action that would trigger a Material Change (as defined in Section 6.12 of the Target Companies, other than Master Contribution and Sale Agreement) of the Ashland Business; (ii) the Ashland Business shall be conducted in the ordinary course of business consistent with past practicepractice and Ashland and its Affiliates shall use their respective reasonable best efforts to (A) preserve their business organizations intact and maintain existing relations and goodwill with customers, suppliers, creditors, lessors and business associates, and (B) maintain the assets pertaining to the Ashland Business in substantially the same condition (except for normal wear and tear) existing on the Signing Date; (iii) capital expenditures for the Ashland Business shall be incurred on a basis that is generally consistent with the Ashland Capital Budget; (iv) neither Ashland nor its Affiliates shall take any action that could reasonably be expected to, in any material respect, (A) impose any delay in the expiration of any applicable waiting period or impose any delay in the obtaining of, or increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transaction, (B) increase the risk of any Governmental Authority entering an order prohibiting the Transaction or (C) delay or impede the consummation of the Transaction; (v) Ashland shall keep in full force and effect insurance policies with respect to the Ashland Business substantially similar in coverage and amounts to the insurance maintained with respect thereto on the Signing Date. (b) amend After the Signing Date and prior to the Closing Date, SC agrees that, except (i) as contemplated in or terminate permitted by this Agreement, (ii) as provided for in the annual budgets or capital budgets for the SC Business, (iii) as required by law, or (iv) to the extent Ashland shall otherwise consent, provided that such consent shall not be unreasonably withheld: (i) neither SC nor its Affiliates shall take any Identified Contract, other than action that would trigger a Material Change (as defined in Section 6.12 of the Master Contribution and Sale Agreement) of the SC Business; (ii) the SC Business shall be conducted in the ordinary course of businessbusiness consistent with past practice and SC and its Affiliates shall use their respective reasonable best efforts to (A) preserve their business organization intact and maintain existing relations and goodwill with customers, suppliers, creditors, lessors and business associates and (B) maintain the assets pertaining to the Ashland Business in substantially the same condition (except for normal wear and tear) existing on the Signing Date; (iii) capital expenditures for the SC Business shall be incurred on a basis that is generally consistent with the SC Capital Budget; (iv) neither SC nor its Affiliates shall take any action that could reasonably be expected to, in any material respect, (A) impose any delay in the expiration of any applicable waiting period or impose any delay in the obtaining of, or increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transaction, (B) increase the risk of any Governmental Authority entering an order prohibiting the Transaction or (C) delay or impede the consummation of the Transaction; (v) SC shall keep in full force and effect insurance policies with respect to the SC Business substantially similar in coverage and amounts to the insurance maintained with respect thereto on the Signing Date. (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for For the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition covenants set forth in Article 8Section 9.1(a) and Section 9.1(b) are intended to or shall impose any restriction on the respective operations of Ashland or SC or their respective Affiliates' activities that are not related to the Business. (d) In case Ashland or SC are in breach of Section 9.1(a) and Section 9.1(b), respectively, and such breach is not cured within thirty (30) calendar days after its occurrence (or if such breach is not reasonably capable being cured during said thirty (30) day period, said period shall be extended for an additional thirty (30) day period if efforts to cure such breach have been commenced and are being diligently pursued), then after the Closing Date the respective breaching Party shall put the respective other Party into a position it would have been in if such breach would not have occurred; provided however, that the provisions of the Master Contribution and Sale Agreement shall prevail, if and to the extent the relevant breach of Section 9.1(a) and Section 9.1(b) of this Agreement, as the case may be, constitutes a Breach (as defined in Section 7.1 of the Master Contribution and Sales Agreement).

Conduct of Business Prior to Closing. From During the period on and from the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11until the Closing, except (x) as otherwise expressly provided in required by this Agreement, (y) with the Target LLCs prior written consent of Buyer (not to be unreasonably withheld) or (z) as required by applicable Law: (a) The Seller Parties shall, with respect to the ownership, operation and Advisor Parent shall cause use of the Target Companies Assets and the other Advisor PartiesGathering System, as applicable, to: (i) operate the Assets and the Gathering System in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to conduct preserve the present material business of each Target Company in all material respects operations, organization and goodwill associated with the Assets and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary courseGathering System, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (iiiii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; the System Employees, and (iiiiv) use commercially reasonable efforts to preserve (and to cause their Affiliates to preserve) its present relationships with others Persons having business dealings with it relating it; and (b) With respect to the business of each Target Company or the Business Assets. Without limiting the generality ownership, operation and use of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL Assets and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed)Gathering System, the Target Companies Seller Parties shall not, and Advisor Parent shall cause the Target LLCs not to: (ai) sell, lease, encumber, transfer, license or dispose of make any Business Assets or material properties or assets of any of the Target Companies, capital expenditure other than in the ordinary course of business consistent with past practice; (bii) amend enter into any Contract that if in effect on the date hereof would be a Material Contract except in the ordinary course of business consistent with past practice, enter into any Contract that if in effect on the date hereof would be a Material Contract of the type referred to in clause (k) of the definition thereof, or terminate or materially amend any Identified Material Contract; (iii) increase, or promise to increase (or permit their Affiliates to increase or promise to increase), salaries, wages, benefits or other compensation of any System Employee, establish or increase the benefits payable under any employment agreement, or establish or agree to establish any new bonus, insurance, employment, retention, severance, deferred compensation, pension, retirement, profit sharing or other employee benefit plan for System Employees, in each case except in the ordinary course of business and consistent with past practice (including in connection with semi-annual compensation reviews and new hires and promotions to positions of greater responsibility); (iv) grant or suffer to exist any Lien (other than Permitted Liens and Liens that will be released at or prior to the Closing) on or with respect to any of the Assets; (v) request or make application to any Governmental Authority for any variation to or cancellation of any material Permit or participate in or acquiesce to any variation or cancellation of the same; (vi) sell, transfer, abandon, cancel, permit to lapse, or otherwise dispose of any assets except for disposition or consumption of inventory in the ordinary course of business or the replacement of personal property in the ordinary course of business; (cvii) fail to timely pay settle, waive or compromise any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) Proceeding in a manner that would be binding on adversely affect in any material respect the Target Companies following ownership, operation or use of the Assets or the Gathering System or, upon consummation of the Closing; make, change performance by Buyer of the Gathering Agreement; (viii) cancel or revoke fail to maintain (or permit their Affiliates to be made, changed cancel or revokedfail to maintain) in full force and effect any material Tax election in a manner that would be binding on the Target Companies following the ClosingInsurance Policy ; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing;or (iix) increase in agree to take any manner the compensation action or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do actions prohibited by any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From the date hereof Effective Date until the Closing or earlier or, if earlier, the termination of this Agreement in accordance with Article 11its terms, except as (x) otherwise expressly provided herein, (y) expressly consented to in this Agreementwriting by Buyer, or (z) expressly required by applicable Legal Requirement, Seller and the Target LLCs shallPrincipal Member will, and Advisor Parent shall will cause the Target Companies Seller’s affiliates, members, directors, managers, officers, employees, agents and the other Advisor Parties, as applicable, representative to: : (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its the present business operations, organization and goodwill of the Business and preserve present relationships with others having business dealings with it relating to the business customers, suppliers and employees of each Target Company or the Business Assets. Without limiting and (ii) conduct the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (b) amend not take or terminate permit any Identified Contractaction that, other than if it had been taken or permitted prior to the Effective Date, would reasonably be expected to result in a breach of any representation or warranty made by the ordinary course of businessSeller Parties in this Agreement; (c) fail to timely pay not amend its Organizational Documents in any account payable in manner that would frustrate the ordinary course of business, other than amounts that are subject to dispute in good faithtransactions contemplated by this Agreement; (d) take not merge or consolidate with or otherwise acquire the Equity Interests of any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposesother Person; (e) enter into any new line of businessnot adopt a plan or complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization; (f) make not sell, pledge, dispose of, transfer, lease, license, guarantee, encumber or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of any loansassets, advances or capital contributions to, or investments in, other than any other Person (including to any sale of its officers, directors, Affiliates, agents or consultants), make any change inventory in its existing borrowing or lending arrangements for or on behalf the Ordinary Course of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entityBusiness; (g) allow not pledge, dispose of, transfer, lease, license, guarantee, encumber or authorize the lapse sale, pledge, disposition, transfer, lease, license, guarantee or termination encumber any Equity Interests in Seller or AAH Holdings, or issue any subscriptions, options, warrants, calls, contracts, demands, commitments, or convertible securities under which Seller or AAH Holdings is obligated to issue any Equity Interests of material policies of insurance unless contemporaneously replaced;Seller or AAH Holdings. (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected toto materially increase Taxes with respect to the Business or the Acquired Assets for any taxable period beginning after the Closing Date or the portion of any Straddle Period beginning the day after the Closing Date; (i) not waive, individually release, compromise or in settle any pending or threatened Action except for Actions with respect to which an insurer has the aggregate, prevent, materially delay or materially impede sole right to control the consummation of the transactions contemplated herebydecision to settle; or (uj) takeagree, commit or agree offer to or otherwise commit fail to take, perform any action that results in or legally binds Seller or Seller’s Affiliates to do any of the foregoing actions or any other action that if taken would reasonably be expected referred to prevent the satisfaction in clauses (a)-(i) of any condition set forth in Article 8this Section 5.2.

Conduct of Business Prior to Closing. From After the date hereof until the Closing or earlier termination execution of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, by the Target LLCs shall, Buyer and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to until the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not toAHI will: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in consistent with the ordinary course and past practice of business, maintain the operations and goodwill of the business consistent of AHI, and continue its relationships with past practice;persons having business dealings with AHI; and (b) amend or terminate any Identified Contract, other than in consistent with the ordinary course and past practice of business;, maintain all of the assets of AHI in their current condition, ordinary wear and tear excepted, and insurance on all of said assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; and (c) fail maintain the books, accounts and records of AHI consistent with AHI's normal business practices consistently applied, including recognition of revenues and expenses, continue to timely collect accounts receivable and pay accounts payable consistent with AHI's normal procedures and without discontinuing or accelerating payment of such accounts and comply with all contractual and other obligations applicable to AHI consistent with its normal business practices; and (d) not make any account payable change to, or otherwise amend in any material way, the contracts with, salaries, wages or other compensation of, any officer, director, agent or other similar representative of AHI (including any increase in any benefits or benefit plan costs or any change in any bonus, insurance, pension, compensation or other benefit plan) except as consistent with the ordinary course and past practice of business; and (e) not hire any officer, director, employee, agent or other similar representative of AHI except employees hired in the normal course of business and consistent with the ordinary course and past practice of business; and (f) not incur any material indebtedness for borrowed money except consistent with the ordinary course of business, other than amounts that are subject to dispute and not pledge or grant liens or security interests in good faith;any of the AHI's assets except consistent with the ordinary course and past practice of business; and (dg) take not sell, transfer or dispose of any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership material assets except for U.S. federal income tax purposes;sales consistent with the ordinary course and past practice of business; and (eh) enter into not distribute any new line material assets of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including AHI to any of its officers, directors, Affiliates, agents shareholders or consultants), make any change in its existing borrowing or lending arrangements for or on behalf other affiliates of such PersonsAHI, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit other party except consistent with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course and past practice of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8.

Conduct of Business Prior to Closing. From (1) During the period from the date hereof until the Closing or earlier termination of this Agreement to the Asset Purchase Closing Time (the "Interim Period"), the Shareholders shall cause the Company, and the Company shall, and shall cause each of the Subsidiaries, to do the following: (a) Conduct Business in accordance with Article 11, the Ordinary Course - except as otherwise expressly provided contemplated or permitted by this Agreement or consented to in this Agreementwriting by the Purchaser, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and regular customer service and business policies; (b) Continue Insurance - continue in compliance force all policies of insurance listed on Schedule Error! Reference source not found. maintained by or for the benefit of the Company or any of the Subsidiaries and give all notices, pay all premiums and present all Claims under all such insurance policies in a timely fashion; and (c) Approvals - co-operate with the requirements of Purchaser with respect to obtaining HSR Approval and all other approvals required by the Advisory Agreements and Purchaser in connection herewith. (2) During the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the ClosingInterim Period, without the prior written consent of GNL the Purchaser, the Shareholders shall ensure that the Company shall not and the Internalization Subs (which consent Company shall not be unreasonably withheld, conditioned or delayed), the Target Companies and shall ensure that its Subsidiaries shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sellNo Additional Debt - incur any senior or subordinate debt, lease, encumber, transfer, license guarantee or dispose of become contingently liable for any Business Assets or material properties or assets of any of the Target Companiesindebtedness whatsoever, other than indebtedness existing as of the date hereof as described on the Financial Statements or disclosed in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified ContractSchedule Error! Reference source not found., other than trade credit in the ordinary course of business; (cb) fail Amendments to timely pay Agreements - amend, supplement, surrender, terminate, cancel, assign, transfer or encumber (i) any account payable Material Contract, including, without limitation, the indebtedness described on Schedule Error! Reference source not found. and (ii) any Employment Contract or other arrangements with Employees, directors, officers and agents of the Company or any Subsidiary from that disclosed in writing to the Purchaser other than in the ordinary course of businessbusiness or as disclosed to the Purchaser in writing; (c) No Encumbrances - grant, create, assume or suffer to exist any Encumbrances on the shares of any Subsidiary or on any property or assets now owned or hereafter acquired by the Company or any of its Subsidiaries other than amounts that are subject to dispute in good faith;Permitted Encumbrances; or (d) take No Sales of Assets - sell, exchange, lease, release or abandon or otherwise dispose of, all or any action part of the assets or fail to take any action, which action properties of the Company or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, 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; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closing; (i) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i); (j) commit to any single or aggregate capital expenditure or commitment in excess of $25,000,000 (on a consolidated basis); (k) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business AssetsSubsidiaries, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) bona fide transactions in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment the Business for the purpose of carrying on the same in excess of $1,000,000;accordance with past practice. (r3) make The Updated Financial Statements have been or authorize any change in its Organizational Documents;will be prepared, as applicable, on a basis consistent with that of the preceding periods and will present fairly: (sa) abandonall of the assets, encumberliabilities and financial position of the Company and the Subsidiaries on a consolidated basis as at the month end for each month included therein; and (b) the sales, assignearnings, convey title results of operation and changes in financial position of the Company and the Subsidiaries on a consolidated basis for the periods covered. (in whole 4) The Shareholders hereby waive and agree not to exercise any dissent rights or in part), exclusively license or grant any right similar rights they may have under the Business Corporations Act (Ontario) or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or applicable Laws in the aggregate, prevent, materially delay or materially impede the consummation of connection with the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8by this Agreement.

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of Except as expressly agreed to in this Agreement or resulting from the completion of the Seller Pre-Closing Reorganization or with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed (so long as Seller provides, on a timely basis, Purchaser with all sufficient information and documents reasonably necessary in accordance with Article 11the view of Purchaser), except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent Seller shall cause the Target Acquired Companies and Non-Controlled Joint Ventures, during the other Advisor PartiesInterim Period, as applicable, to: (i) use commercially reasonable efforts to conduct their respective businesses in the business Ordinary Course and, without limiting the generality of the foregoing, Seller shall cause each Target Acquired Company and Non-Controlled Joint Venture (a) to maintain in effect all of its Authorizations, (b) to observe, perform and comply in all material respects and with all of the business of any other Advisor Party in all material respects as it relates to the Business Assets obligations contained in the ordinary courseMaterial Contracts with respect to such Acquired Company or Non-Controlled Joint Venture, consistent (c) to preserve intact its business organization and relationships with past practice third parties (including contractual or otherwise with customers, suppliers, joint venture co-owners, counterparties, partners or employees), and in compliance with the requirements (d) not to take any affirmative action or omit to take any action within its control, as a result of which action or omission any of the Advisory Agreements representations and warranties in Section 3.2(k) (Conduct of Business) would become untrue or which would, if it had been done after the Property Management Agreements; (iidate of the Interim Balance Sheet and before the date of this Agreement, have been required to be disclosed in Schedule 3.2(k) use commercially reasonable efforts to keep available of the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business AssetsSeller Disclosure Letter. Without limiting the generality of the foregoing, except as otherwise contemplated by expressly agreed to in this Agreement, Agreement or resulting from the date hereof to completion of the Closing, without Seller Pre-Closing Reorganization or with the prior written consent of GNL and the Internalization Subs (Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed)delayed (so long as Seller provides, on a timely basis, Purchaser with all sufficient information and documents reasonably necessary in the Target Companies shall notreasonable view of Purchaser) during the Interim Period, Seller will not permit any Acquired Company to, and Advisor Parent shall will cause the Target LLCs Non-Controlled Joint Ventures not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practiceamend its Governing Documents; (b) amend split, combine or terminate reclassify, or declare, set aside or pay any Identified Contractdividend or other distribution (whether in cash, stock or property or any combination thereof), with respect to, any shares of capital of any Acquired Company, Managed Joint Venture or Other Non-Controlled Joint Venture, or repurchase, redeem or otherwise acquire any outstanding shares of capital or other than in the ordinary course securities of businessany Acquired Company, Managed Joint Venture or Other Non-Controlled Joint Venture; (c) fail to timely pay make, materially amend or become bound by any account payable in the ordinary course of businessContract which is or if entered into, other than amounts that are subject to dispute in good faithwould be a Material Contract; (d) take amend any action material term of any outstanding security of any Acquired Company, Managed Joint Venture or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposesOther Non-Controlled Joint Venture; (e) enter into issue, deliver or sell, or authorize the issuance, delivery or sale of, any new line shares, securities, equity, real property or other interests in any Acquired Company, Managed Joint Venture or Other Non-Controlled Joint Venture, other than (i) the issuance of businessshares, securities, equity or other interests to another Acquired Company, whether by merger, consolidation or otherwise, and (ii) the sale of houses, lots and condominium units in the Ordinary Course; (f) make in the case of the Acquired Companies and Managed Joint Ventures only, incur or assume any loansindebtedness, advances other than (i) pursuant to lines of credit existing on the date of this Agreement, (ii) pursuant to existing vendor take back mortgages or capital contributions toother similar deferred payment arrangements, (iii) amounts advanced by Seller or investments in, any other Person (including to any of its officersAffiliates which will be repaid in full prior to Closing, directorsand (iv) pursuant to any bonds, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf letters of such Personscredit, or enter into any “keep well” instruments serving a similar function incurred or similar agreement to maintain assumed in the financial condition of another entityOrdinary Course; (g) allow the lapse or termination of material policies of insurance unless contemporaneously replacedguarantee any indebtedness; (h) change (or permit to be changed) any material accounting or Tax procedure, method or practice (including any material method of accounting for Tax purposes) in a manner that would be binding on the Target Companies following the Closing; make, change or revoke (or permit to be madeany material, changed or revoked) any material if it had been done before the date of this Agreement, Tax election in a manner that would be binding on the Target Companies following the Closing; amend any material Tax Return of the Target Companies; change the Tax classification of any Target Company; or enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Target Companies following the Closingelection; (i) increase in file any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the foregoing, in each case other than as set forth in the REIT Merger Agreement or as set forth on Schedule 5.1(i)amended Tax Return; (j) commit to settle or compromise any single material liability for Taxes or aggregate capital expenditure or commitment in excess surrender any material claim for a refund of $25,000,000 (on a consolidated basis);Taxes; or (k) except as required to consummate make any material changes in financial or Tax accounting methods, principles, policies or practices. Notwithstanding the transactions foregoing, nothing in this Section 5.1 will prevent Seller from obtaining a Tail Policy pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (l) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $2,500,000; (m) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (n) issue, sell or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests of any of the Target Companies or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company that are outstanding on the date hereof; (o) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $2,500,000 individually or $5,000,000 in the aggregate that is paid prior to Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Target Companies or the Business Assets; (p) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (q) hire or terminate any executive officer or director of any Employer or Target Company other than (i) a termination for cause, or (ii) due to role elimination, or enter into any transaction or any contract with, any Employee, or promote or appoint any Person to a position of executive officer or director of any Target Company or Employer; in each case other than (w) as set forth on Schedule 5.1(q), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $1,000,000; (r) make or authorize any change in its Organizational Documents; (s) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (t) take, or agree or otherwise commit to take, or cause GNL or RTL to take or to agree or otherwise commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Article 8Section 5.14.