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

Conduct of Business Prior to the Closing Date. Between the date hereof and the Closing Date, unless Univision otherwise consents in writing, or the LMA expressly requires otherwise, the Entravision Parties shall: (a) Operate the Entravision Stations in the ordinary course of business and otherwise conduct the business thereof in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of the operation of the Entravision Stations or the Sale Assets; (b) Use commercially reasonable efforts to maintain reasonably adequate insurance upon all of the Sale Assets to be transferred by it hereunder, in a manner consistent with such insurance existing on the date hereof; (c) Not mortgage, pledge or subject any Sale Assets to any Lien other than a Permitted Lien; (d) Not sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any Sale Assets, other than in the ordinary course of business; (e) Not amend or terminate any Material Contract that would be included in the Sale Assets at the Closing; (f) Not enter into any new Material Contract that would be included in the Sale Assets at the Closing (provided that, for purposes of this clause (f), the applicable threshold with respect to clause (i) of the definition of Material Contract, shall be $25,000 instead of $10,000); (g) Not settle or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d)), or cancel any material debts or waive any material claims or rights of material value related to, the Sale Assets or the Entravision Stations; (h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects; (i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulations; (j) Not introduce any material change with respect to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interest; (k) Promptly notify the Univision Parties of any Action commenced or threatened in writing against the Entravision Stations, including any opposition against or petition to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assets; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as of the Closing Date; and (o) Not enter into any plan of the type described in Section 3.19(b).

Conduct of Business Prior to the Closing Date. Between The LLC and the --------------------------------------------- Subsidiaries agree that from the date hereof and prior to the Closing Date, unless Univision and except (i) as set forth in Schedule 6.4 hereto, (ii) otherwise consents in writing, consented to or ------------ approved by an authorized officer of the LMA expressly requires otherwise, the Entravision Parties shallOperating Partnership (such consent or approval not to be unreasonably withheld) or (iii) as required by this Agreement: (a) Operate the Entravision Stations business of the LLC and the Subsidiaries shall be conducted in the ordinary course of business and otherwise conduct the business thereof in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of the operation of the Entravision Stations or the Sale Assetscourse; (b) Use commercially reasonable efforts to maintain reasonably adequate insurance upon all no change shall be made in the Articles of Organization or Operating Agreements of the Sale Assets to be transferred by it hereunder, in a manner consistent with such insurance existing on the date hereofSubsidiaries; (c) Not mortgageneither the LLC nor the Subsidiaries shall enter into nor terminate, pledge amend, release or subject modify any Sale Assets to any Lien other than a Permitted LienMaterial Contract concerning the operations or assets of the Subsidiaries; (d) Not sellneither the LLC nor the Subsidiaries will take, lease or otherwise dispose ofagree to take, or agree to sell, lease or otherwise dispose of, any Sale Assets, other than do anything in the ordinary course conduct of business;its business which would be contrary to or in material breach of any of the terms or provisions of this Agreement, or which would cause any of the representations of the LLC or the Subsidiaries contained herein to be or become untrue in any material respect or which would result in a Material Adverse Effect to any of the Subsidiaries; and (e) Not amend or terminate any Material Contract that would be included in Except for the Sale Assets at the Closing; (f) Not enter into any new Material Contract that would be included in the Sale Assets at the Closing (provided that, for purposes of this clause (findebtedness set forth on Schedule 6.4(e), the applicable threshold with respect to clause (i) of the definition of Material ContractSubsidiaries shall not incur any indebtedness for borrowed money, shall be $25,000 instead of $10,000); (g) Not settle or compromise prepay any material claims or litigation related to the Sale Assets or the Entravision Stations outstanding indebtedness for borrowed moneys on a "term loan" basis (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d)for scheduled payments or required pre-payments of outstanding debt), or cancel adopt or agree to adopt any material debts or waive any material claims or rights of material value related to, the Sale Assets or the Entravision Stations; (h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects; (i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements new employee benefit plan except as required by applicable law or terminate the Rules and Regulations; (j) Not introduce any material change with respect to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations employment or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interest; (k) Promptly notify the Univision Parties contract of any Action commenced employee or threatened in writing against the Entravision Stations, including contractor or accrue any opposition against or petition to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assets; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as of liability beyond the Closing Date; and (o) Not enter into any plan of the type described in Section 3.19(b)Date for severance.

Conduct of Business Prior to the Closing Date. Between Seller covenants and agrees with Purchaser that from the date Effective Date hereof and through the Closing Date, except as otherwise expressly contemplated in this Agreement, unless Univision Purchaser otherwise consents in writingwriting (which consent shall not be unreasonably withheld, conditioned or delayed) Seller shall, and shall cause the LMA expressly requires otherwise, Operators in their capacities as the Entravision Parties shalloperators of the Facilities to: (a) Operate Use good faith efforts to operate the Entravision Stations Facilities in all material respects in the ordinary course of business in a commercially reasonable manner, including (i) incurring expenses consistent with the Seller Parties’ past practices in the operation of the Facilities and (ii) using commercially reasonable efforts to preserve the present business operations of each Facility and the applicable goodwill and relationships with customers, employees, advertisers, suppliers and other contractors related to each Facility. (b) Operate the Facilities and otherwise conduct the business thereof in all material respects in accordance with the terms or conditions of its FCC Licensesall applicable licenses and permits, all applicable rules and regulations of the Rules and RegulationsState of Missouri, the Act and all other applicable Laws rules, regulations, laws, and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Entravision Stations Facilities and all applicable insurance requirements; provided, however, that the foregoing shall not impose on Seller any obligation to make unbudgeted capital improvements or the Sale Assets; (b) Use commercially reasonable efforts repairs, or to maintain reasonably adequate insurance upon all incur any cost or expense in order to comply with any of the Sale Assets foregoing to be transferred the extent a Seller Party was not in compliance as of the Effective Date, except to the extent a Seller Party is ordered to do so by it hereunder, in a manner consistent with such insurance existing on governmental authority having jurisdiction over the date hereof;Seller Parties. (c) Not mortgageMaintain the books, pledge or subject any Sale Assets to any Lien other than a Permitted Lien;records, and financial statements of the Seller Parties consistent with past practices. (d) Timely comply in all material respects with all contracts and agreements with third-parties related to the operation of the Facilities. (e) Not sell, lease lease, grant any rights in or to or otherwise dispose of or otherwise relinquish control of, or agree to sell, lease or otherwise dispose of, any Sale Assetsthe Purchased Property in whole or in part except for Residency Agreements entered into in the ordinary course, other than dispositions of assets that are in the ordinary course of business; (e) Not amend , and if material, are replaced by similar assets of substantially equal or terminate any Material Contract that would be included in the Sale Assets at the Closing;greater value and utility. (f) Take commercially reasonable efforts to maintain the Purchased Property in the same condition as it exists as of the Effective Date, except for ordinary wear and tear, in a manner consistent with past practices. (g) Not default on any loans to Seller which are not fully cured or satisfied at Closing. (h) Not enter into any new Material Contract that would be included material contracts outside the ordinary course of business (other than contracts approved by Purchaser or Residency Agreements in the Sale Assets at ordinary course of business); provided that Seller shall not enter into any contract which would survive Closing and be binding on the Closing Purchaser or represent a financial obligation of any Operator in excess of in excess of $10,000 per year (provided that, for purposes other than Residency Agreements in the ordinary course of this clause (fbusiness), whether or not material, without the applicable threshold with respect to clause consent of Purchaser as provided above. (i) of the definition of Material Contract, shall be $25,000 instead of $10,000); (g) Not settle make any alterations or compromise any material claims or litigation related improvements to the Sale Assets Real Property or the Entravision Stations (except make any capital expenditure with respect to the Actions set forth Real Property in Item 4 on Schedule 2.1(d))excess of $10,000 other than those that are currently budgeted for completion, or cancel are required by law, necessary to preserve the coverage under or comply with the terms of any material debts or waive any material claims or rights of material value related to, the Sale Assets or the Entravision Stations; (h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects; (i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC insurance policy with respect to the Renewal Applications, Purchased Property or are in Seller’s business judgment necessary to address emergency conditions or to maintain the goodwill and air all renewal pre-filing and post-filing announcements as required by competitive standing of the Rules and Regulations;Business. (j) Not introduce any material change Maintain normal levels of inventory and supplies on hand for each Facility (including medical supplies, food, beverages, office and kitchen supplies), consistent with respect past practices and as necessary to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation comply with the Univision Parties, are required by the public interest;applicable laws and regulations. (k) Promptly notify the Univision Parties Make available to Purchaser copies of any Action commenced or threatened in writing against the Entravision Stations, including any opposition against or petition to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assets;all internally generated monthly financial reports. (l) Promptly provide Inform Purchaser promptly regarding the Univision Parties with copies of all material correspondence and inquiries to and fromresignation, and all filings made with, the FCC termination or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as hiring of the Closing Date; and (o) Not enter into Executive Director or Assistant Director, if any, of any plan of the type described in Section 3.19(b)Facility.

Conduct of Business Prior to the Closing Date. Between Seller covenants and agrees that, except as expressly provided in this Agreement or as otherwise approved by Buyer in writing, at all times from the date hereof and through the Closing Date, unless Univision otherwise consents in writing, or the LMA expressly requires otherwise, the Entravision Parties shallthat: (a) Operate Seller shall and shall cause K.C. Asphalt and the Entravision Stations Company to: (i) execute the Contribution Agreement and comply with the terms and conditions thereof; (ii) keep, operate and maintain in all material respects the Acquired Assets in the ordinary course of business in accordance with industry standards, past operating and maintenance practices and all applicable Environmental Laws; (iii) except for matters undertaken in the ordinary course of business and otherwise conduct pursuant to the business thereof Contribution Agreement, not to dispose of any interest in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of the operation Acquired Assets or take any action (including the entry into any new contract, agreement or instrument) the taking of which, or omit to take any action the omission of which, would reasonably be expected to (x) cause a Lien to arise with respect to any of the Entravision Stations Acquired Assets (other than Permitted Liens) or (y) bind Buyer or the Sale Company in a manner that would reasonably be expected to require capital expenditures in excess of One Million Dollars ($1,000,000); and (iv) carry, maintain and continue in full force through the Closing, all fire, casualty, property, theft, environmental and other insurance policies currently maintained by the Company or it Affiliates for the Acquired Assets;. In the event the Acquired Assets, or any portion thereof, are damaged by fire, explosion or other unavoidable casualty and Seller, K.C. Asphalt or the Company receives insurance proceeds on account of such event, Seller shall, and agrees to cause and direct K.C. Asphalt and the Company to, use either such proceeds to purchase and/or construct replacement assets for the Acquired Assets that were so damaged or destroyed or assign the right to such proceeds to Buyer at Closing. (b) Use commercially reasonable efforts to maintain reasonably adequate insurance upon Seller shall not permit or allow the Company to: (i) amend its Organizational Documents; (ii) liquidate, dissolve, recapitalize or otherwise wind up its business; (iii) merge or consolidate with, or purchase substantially all of the Sale Assets to be transferred by it hereunderassets or business of, or equity interests in, or make an investment in a manner consistent with such insurance existing on the date hereofany Person; (civ) Not mortgageincur any Indebtedness, pledge except for intracompany loans and debt incurred in connection with Parent’s and its Affiliates credit facilities or subject Indebtedness incurred in the ordinary course of business consistent with past practice, provided, all such Indebtedness is terminated at or prior to the Closing; (v) issue or sell any Sale Assets equity interests, notes, bonds or other securities of the Company, or any option, warrant or right to acquire same; (vi) adopt any Lien profit sharing, compensation, savings, insurance, pension, retirement or other benefit plan or otherwise hire any employees; (vii) enter into any Contract, except for Contracts entered into by the Company in the ordinary course of business or as contemplated by this Agreement; (viii) create or assume any Lien, other than a Permitted Lien; (dix) Not sellterminate or close any facility, lease business or otherwise dispose ofoperation relating to the Acquired Assets; (x) file any material lawsuit with respect to the Acquired Assets; (xi) cancel, compromise, waive, release or agree settle any right, claim or lawsuit with respect to sell, lease or otherwise dispose of, any Sale Assets, the Acquired Assets other than immaterial rights and claims in the ordinary course of business; (exii) Not amend enter into any transactions with the Seller Entities or terminate any Material Contract that would be included in the Sale Assets at the Closingtheir respective Affiliates, except as contemplated by this Agreement; (fxiii) Not enter into acquire, commence or conduct any new Material Contract activity or business that would may generate income for federal income tax purposes that may not be included in the Sale Assets at the Closing “qualifying income” (provided that, for purposes of this clause (f), the applicable threshold with respect as such term is defined pursuant to clause (i) Section 7704 of the definition of Material Contract, shall be $25,000 instead of $10,000Code); (gxiv) Not settle or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d)), or cancel any material debts or waive any material claims or rights of material value related to, the Sale Assets or the Entravision Stations; (h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects; (i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulations; (j) Not introduce any material change with respect to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interest; (k) Promptly notify the Univision Parties of any Action commenced or threatened in writing against the Entravision Stations, including any opposition against or petition to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assets; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could would reasonably be expected to cause the conditions result in any representation and warranty of Seller set forth in Article VI not this Agreement becoming untrue in any material respect; or (xv) agree, whether in writing or otherwise, to be satisfied as do any of the Closing Date; and (o) Not enter into any plan of the type described in Section 3.19(b)foregoing.

Conduct of Business Prior to the Closing Date. Between the date hereof and the Closing Date, unless Univision otherwise consents in writing, or the LMA expressly requires otherwise, the Entravision Parties shall: (a) Operate The Company and the Entravision Stations Property shall be operated in the ordinary ordinary/customary course of business business; provided, however, (1) the Company shall not and otherwise conduct the business Company shall not cause any Building Owner to enter into or amend, (i) any new contract or agreement that is not terminable with thirty (30) days prior written notice, without the express written consent of Buyer or (ii) from the Effective Date up to and including January 28, 2018, any lease for the Property without the express written consent of Buyer which shall not be unreasonably withheld, conditioned or delayed and (2) at Closing, subject to Section 2.3, the Building Owner shall distribute to the Company and the Company shall immediately distribute to Seller and Par 3 any cash then held by it, excluding the Purchase Price or any portion thereof in all material respects which shall be paid directly to Seller in accordance with this Agreement, which distribution shall not be credited, debited or otherwise affect the Purchase Price or portion of the Purchase Price to be paid by Buyer at Closing. To the extent necessary, the operating agreement of the Company is hereby amended to comport to the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of the operation of the Entravision Stations or the Sale Assets;set forth in this Section 6.2. (b) Use commercially reasonable efforts to maintain reasonably adequate insurance upon all As of the Sale Assets Effective Date, Buyer shall be responsible to be transferred by it hereunderreimburse any and all tenant improvements and leasing commissions in leases involving the Property entered into in accordance with Section 6.2(a). If Buyer does not reimburse said tenant improvements or leasing commissions within thirty (30) days of Seller or Company's written request, Seller shall have the right, at its sole and absolute discretion, to declare this Agreement null and void and Purchaser shall have no rights of any kind, type or nature and Seller and Company shall have no obligations of any kind, type or nature pursuant to this this Agreement. For the avoidance of any doubt, in a manner consistent with such insurance existing on circumstance the date hereof;Non-Refundable Payment shall be retained by Seller. (c) Not mortgage, pledge As of the Effective Date until Closing or subject any Sale Assets to any Lien other than a Permitted Lien; (d) Not sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any Sale Assets, other than in the ordinary course of business; (e) Not amend or terminate any Material Contract that would be included in the Sale Assets at the Closing; (f) Not enter into any new Material Contract that would be included in the Sale Assets at the Closing (provided that, for purposes earlier termination of this clause (f)Agreement, the applicable threshold with respect Seller shall add or cause to clause (i) of the definition of Material Contract, shall be $25,000 instead of $10,000); (g) Not settle or compromise any material claims or litigation related added Buyer to the Sale Assets disclosure list so that Buyer will be distributed the financial statements concerning the Property prepared by property manager when distributed by property manager; provided, however, neither Seller, Company nor Building Owner makes any representations or the Entravision Stations (except with respect warranties as to the Actions set forth in Item 4 on Schedule 2.1(d)), truthfulness or cancel any material debts or waive any material claims or rights accuracy of material value related to, the Sale Assets or the Entravision Stations; (h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects; (i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulations; (j) Not introduce any material change with respect to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interest; (k) Promptly notify the Univision Parties of any Action commenced or threatened in writing against the Entravision Stations, including any opposition against or petition to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assets; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as of the Closing Date; and (o) Not enter into any plan of the type described in Section 3.19(b)financial statements.

Conduct of Business Prior to the Closing Date. Between During --------------------------------------------- the period from the date hereof to the Closing Date (or as to any applicable Liberty Media Group Asset, the applicable date of contribution of such asset pursuant to Section 2.9 or 2.10), except as permitted or otherwise contemplated by this Agreement, Liberty Media Corporation, Stockholder, AGI and Liberty AGI will not, without the consent of Liberty Media Group LLC (which shall not be unreasonably withheld), enter into any agreement that is in conflict with the terms of this Agreement and Liberty Media Corporation and each Person included in the Additional Liberty Media Group Assets, AGI and Liberty AGI will, unless otherwise consented to by Liberty Media Group LLC, use its commercially reasonable efforts to preserve the current relationships of Liberty Media Corporation, such Person, AGI and Liberty AGI with its customers, suppliers and other Persons with which it has significant business relationships and to keep available the services of its key employees. During the period from the occurrence of a Triggering Event to the Closing Date, unless Univision except as permitted or otherwise consents contemplated by this Agreement or consented to in writingwriting by Liberty Media Group LLC (or as approved by a majority of the Incumbent Directors of Liberty Media Corporation prior to the occurrence of a Triggering Event), Liberty Media Corporation will not take, or commit to take, any of the LMA expressly requires otherwisefollowing actions (and Stockholder, AGI and Liberty AGI will not permit any Person included in the Additional Liberty Media Group Assets, the Entravision Parties shall:AGI Assets or the Liberty AGI Assets, as applicable, to take or commit to take any such action): (ai) Operate amend its charter documents or bylaws; (ii) merge or consolidate, or obligate itself to do so, or to be liquidated or dissolved; (iii) issue or sell any shares of capital stock, partnership interests, participations or other equity or ownership interests or any rights relating to any of the Entravision Stations foregoing; provided that in the -------- ordinary course of business, Liberty Media Corporation may incorporate new wholly owned subsidiaries for the purpose of the operation of its business as presently conducted or proposed to be conducted; (iv) enter into any new lines of business outside of the business as conducted or proposed to be conducted at such time; (v) conduct its business other than in a manner consistent with past practices or enter into any material transactions outside the ordinary course of business (as such business is presently conducted or proposed to be conducted); (vi) change its accounting methods, principles or practices in any material respect; (vii) declare, set aside or pay any dividend or equity distribution (whether in cash, stock, property or any combination thereof) in respect of its capital stock; (A) establish any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing or other employee benefit plan, or materially increase the compensation payable or to become payable to any officers or employees, except in any case in the ordinary course of business and otherwise conduct the business thereof in all material respects in accordance consistent with the terms past practice or conditions of its FCC Licensesas may be required by law, the Rules and Regulationsor (B) establish or increase any stock option, the Act and all unit appreciation, stock purchase or other applicable Laws having jurisdiction over any aspect of the operation of the Entravision Stations or the Sale Assetsequity-based plan; (bix) Use commercially reasonable efforts to maintain reasonably adequate insurance upon all of the Sale Assets to be transferred by it hereunderincur any indebtedness for borrowed money, in a manner consistent with such insurance existing on the date hereof; (c) Not mortgage, pledge or subject any Sale Assets to any Lien other than a Permitted Lien; (d) Not sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any Sale Assets, other than except in the ordinary course of business; (ex) Not amend enter into, or terminate make any Material Contract offers to enter into, any partnership or joint venture with any third party if any consent of any Person is required (that would be included has not been obtained in connection with the Sale Assets at formation of such new partnership or joint venture) in order to effect the Closingtransfer of the interest in such partnership or joint venture to Liberty Media Group LLC pursuant to this Agreement; (fxi) Not enter into transfer or lease to any new Material Contract that would be included third party any assets used in the Sale Assets at the Closing connection with its operations, except for any such transfer or lease (provided that, for purposes of this clause (f), the applicable threshold with respect to clause (ia) of the definition of Material Contract, shall be $25,000 instead of $10,000); (g) Not settle or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d)), or cancel any material debts or waive any material claims or rights of material value related to, the Sale Assets or the Entravision Stations; (h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets made in the ordinary course of business consistent with past practice, in all material respects; practice or (ib) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements which such assets have been or will be replaced with assets of at least equal value performing comparable functions; or (xii) except as required specifically provided for by the Rules and Regulations; Firewall Agreement, enter into any transactions with Parent or its Affiliates that are not on terms as least as favorable to Liberty Media Corporation (j) Not introduce any material change with respect to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interest; (k) Promptly notify the Univision Parties of any Action commenced or threatened in writing against the Entravision Stations, including any opposition against or petition to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be Person included in the Sale Additional Liberty Media Group Assets; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries as could be obtained from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as of the Closing Date; and (o) Not enter into any plan of the type described in Section 3.19(b)an unaffiliated third party.

Conduct of Business Prior to the Closing Date. Between From and after the date hereof and until the Closing DateDate or earlier termination of this Agreement, unless Univision otherwise consents in writing, or the LMA expressly requires otherwise, the Entravision Parties Seller shall: (a) Operate Carry on the Entravision Stations Business in substantially the ordinary course of business and otherwise conduct the business thereof in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of the operation of the Entravision Stations or the Sale Assetssame manner as it has heretofore been conducted; (b) Use commercially Maintain and keep the Assets in as reasonable efforts to maintain reasonably adequate insurance upon all condition and repair, reasonable wear and tear excepted, as the condition and repair the Assets are in as of the Sale Assets to be transferred by it hereunder, in a manner consistent with such insurance existing on the date hereof; (c) Not mortgage, pledge or subject any Sale Assets to any Lien other than a Permitted Lien; (d) Not sell, lease lease, pledge, mortgage or otherwise dispose ofof or encumber any of the Assets except for the sale, lease, pledge, mortgage or agree to sell, lease disposal or otherwise dispose of, encumbrance of any Sale of the Assets, other than including Inventory, in the ordinary course of businessbusiness which would not, individually or in the aggregate, be material to the operation of the Business. (d) Perform all of its obligations under the Customer Contracts, the accepted Miscellaneous Contracts and Assigned Leases; (e) Not amend (i) enter into any contract outside the ordinary course of business, (ii) modify or terminate change any Material Contract that material contract, (iii) cancel any debts or waive any claims or rights where such cancellation or waiver would reasonably be included in expected to have a material adverse effect, or (iv) make any loan to, or enter into any business transaction, agreement, arrangement or understanding of any other nature with, any employee of the Sale Assets at Business or any officer or director of the ClosingSeller, the Parent or any affiliate or associate of any such officer or director; (f) Not (i) grant any increases in wages, salaries or benefits of any of the Seller Employees except increases in the ordinary course of business in accordance with the Seller’s existing policies, (ii) enter into any new Material Contract that would be included in the Sale Assets at the Closing (provided that, for purposes of this clause (f), the applicable threshold employment agreements with respect to clause (i) any employees of the definition Business, (iii) pay or agree to pay any pension, retirement allowance or other employee benefit not required by any existing plan, agreement or arrangement to any officer or employee of Material Contractthe Business, shall be $25,000 instead whether past or present, or (iv) with respect to the Seller’s Employees, commit to any additional pension, profit-sharing, bonus, incentive, deferred compensation, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment or consulting agreement with or for the benefit of $10,000)any Seller Employee, or to terminate or amend any of such plans or any of such agreements in existence on the date of this Agreement; (g) Not settle or compromise take any material claims or litigation related action that would prevent the transfer of the Assets to the Sale Assets or Buyer at the Entravision Stations (except with respect Closing, pursuant to the Actions set forth in Item 4 on Schedule 2.1(d))terms of this Agreement, or cancel any material debts or waive any material claims or rights free and clear of material value related to, the Sale Assets or the Entravision Stationsall Liens; (h) Maintain its books, accounts and records with respect to the material Sale Assets in good repair Business and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale the Assets in the usual, regular and ordinary course consistent manner, and comply with past practice, in all material respectsLaws; (i) Maintain, preserve, renew Keep and keep maintain all permits in full force and effect all material licenseseffect, continue their business pursuant to such permits and authorizations that pertain take all steps necessary to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests meet requirements on pending applications for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulationspermits; (j) Not introduce any material change Continue to operate and maintain the Business and the Assets in accordance with respect to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interest;applicable Laws; and (k) Promptly notify Use commercially reasonable efforts consistent with sound business judgment to preserve intact its present business and organization, to retain the Univision Parties services of any Action commenced or threatened in writing against its present employees, to preserve its relationships with its customers, suppliers and others having business relationships with it. Buyer acknowledge that Seller has engaged the Entravision Stations, including any opposition against or petition services of Vango to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assets; (l) Promptly provide the Univision Parties with copies of all material correspondence manage and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as of the Closing Date; and (o) Not enter into any plan of the type described in Section 3.19(b)operate Seller’s Business.

Conduct of Business Prior to the Closing Date. Between During the period from the date hereof of this Agreement and continuing until the earlier of the time the Parties have determined that all conditions to close have not or cannot be satisfied or waived or the Closing Date, unless Univision otherwise consents Seller agrees to carry on the Business in writingthe Ordinary Course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of Seller when due, to pay or perform other obligations when due, and, to the LMA extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact Seller's present business organization, keep available the services of Seller's present officers and employees and preserve Seller's relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it, all with the goal of preserving unimpaired Seller's goodwill and ongoing Business at the Closing Date. Except as expressly requires otherwisecontemplated in this Agreement, after the Entravision Parties shalldate of this Agreement, Seller will not, without the prior written consent of Buyer: (a) Operate other than performing the Entravision Stations Material Contracts listed in the ordinary course of business and otherwise conduct the business thereof in all material respects Schedule 2.10 in accordance with their terms existing on the terms date hereof, make any expenditure or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over enter into any aspect of the operation of the Entravision Stations or the Sale Assetstransaction exceeding $10,000; (b) Use commercially reasonable efforts sell, license or transfer to maintain reasonably adequate insurance upon all any Person or entity of any rights to any Intellectual Property or enter into any agreement with respect to the Sale Assets to be transferred by it hereunder, Intellectual Property with any Person or entity other than in a manner consistent with such insurance existing on the date hereofOrdinary Course; (c) Not mortgagerevalue any of its assets, pledge including without limitation writing down the value of items on its balance sheets or subject any Sale Assets to any Lien writing off notes or accounts receivable other than a Permitted Lienin the Ordinary Course; (d) Not sellgrant any severance or termination pay (i) to any director or officer or (ii) to any employee, lease or otherwise dispose ofexcept payments made pursuant to standard written agreements outstanding as of the date hereof and disclosed on the Schedules, or agree increase in the salary or other compensation payable or to sellbecome payable by Seller to any of its officers, lease directors, employees or otherwise dispose ofadvisors, or declare, pay or make any Sale Assetscommitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such Person, or adopt or amend any employee benefit plan or enter into any employment contract other than in the ordinary course of businessOrdinary Course; (e) Not amend sell, lease, license or terminate otherwise dispose of any Material Contract that would be included of the assets or properties of Seller relating to the Business or the Purchased Assets other than in the Sale Assets at Ordinary Course, including but not limited to the Closingperformance of obligations under contractual arrangements existing as of the date hereof set forth on the Schedules, or create any security interest in such assets or properties; (f) Not grant any loan, guarantee or other extension of credit, or enter into any new Material Contract that would be included commitment to make any loan, guaranty or other extension of credit, to any Person or entity except for accounts receivable in the Sale Assets at Ordinary Course, incur any indebtedness or guarantee any indebtedness except for accounts payable incurred in the Closing (provided thatOrdinary Course, issue or sell any debt securities, guarantee any debt securities of others, purchase any debt securities of others or amend the terms of any outstanding agreements related to borrowed money, except for purposes of this clause (f), expenses in the applicable threshold with respect to clause (i) of the definition of Material Contract, shall be $25,000 instead of $10,000)Ordinary Course; (g) Not settle amend in any respect or compromise any material claims otherwise modify (or litigation related agree to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d)do so), or cancel violate the terms of any material debts of the Material Contracts set forth or waive described in Schedule 2.10 or enter into any material claims or rights of material value related to, contract which would constitute a Material Contract except in the Sale Assets or the Entravision StationsOrdinary Course; (h) Maintain the material Sale Assets in good repair and conditionacquire or agree to acquire by merging or consolidating with, ordinary wear and tear exceptedor by purchasing any assets or equity securities or, and useor by any other manner, operateany business or any corporation, maintain and repairpartnership, and replace if damaged beyond repair association or worn out with an asset of equal other business organization or greater valuedivision thereof, material Sale Assets or otherwise acquire or agree to acquire any assets which are material, individually or in the ordinary course consistent with past practiceaggregate, in all material respectsto the Business; (i) Maintainpay, preservedischarge or satisfy, renew and keep in full force and effect all material licensesan amount in excess of $10,000 (in any one case) or $25,000 (in the aggregate), permits and authorizations that pertain to any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the operation payment, discharge or satisfaction of liabilities in the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and RegulationsOrdinary Course; (j) Not introduce make or change any material election in respect of Taxes, adopt or change with any accounting method in respect of Taxes, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to the operation any extension or waiver of the Entravision Stations including, without limitation, limitation period applicable to any material changes claim or assessment in the broadcast hours respect of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interestTaxes; (k) Promptly notify terminate any employees of the Univision Parties Business other than for cause or encourage any employees of any Action commenced or threatened in writing against the Entravision Stations, including any opposition against or petition Business to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assetsresign from Seller; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries enter into any contract, purchase order or other agreement pursuant to and from, and all filings made with, the FCC or which Seller would be required to book any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Applicationamounts due thereunder as deferred revenue; (m) Confer with the Univision Parties prior declare, issue, make or pay any dividend or other distribution of assets, whether consisting of money, other personal property, real property or other thing of value, to implementing operational decisions its shareholders, or split, combine, dividend, distribute or reclassify any shares of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and financescapital stock; (n) Not knowingly take make any action that could reasonably be expected loan by Seller to cause any officer, director, employee or stockholder of Seller or enter into any other agreement or commitment to or for the conditions set forth in Article VI not to be satisfied as benefit of the Closing Dateany officer, director, employee or stockholder or any of their respective Affiliates; andor (o) Not enter into take or agree in writing or otherwise take any plan of the type actions described in Section 3.19(b)the preceding clauses (a) through (n) of this section or any other action that would prevent Seller from performing or cause Seller not to perform its covenants and agreements hereunder.

Conduct of Business Prior to the Closing Date. Between Seller covenants and agrees that, except as expressly provided in this Agreement or as otherwise approved by Buyer in writing, at all times from the date hereof and through the Closing Date, unless Univision otherwise consents in writing, or the LMA expressly requires otherwise, the Entravision Parties shallthat: (a) Operate Seller shall and shall cause the Entravision Stations Company to: (i) execute the Contribution Agreement and comply with the terms and conditions thereof; (ii) keep, operate and maintain in all material respects the Acquired Assets in the ordinary course of business in accordance with industry standards and all applicable Environmental Laws; (iii) except for matters undertaken in the ordinary course of business and otherwise conduct pursuant to the business thereof Contribution Agreement, not to dispose of any interest in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of the operation Acquired Assets or take any action (including the entry into any new contract, agreement or instrument) the taking of which, or omit to take any action the omission of which, would reasonably be expected to (x) cause a Lien to arise with respect to any of the Entravision Stations Acquired Assets (other than Permitted Liens) or (y) bind Buyer or the Sale Company in a manner that would reasonably be expected to require capital expenditure to be made by Buyer or the Company; and (iv) carry, maintain and continue in full force through the Closing, all fire, casualty, property, theft, environmental and other insurance policies currently maintained by the Company or it Affiliates for the Acquired Assets;. In the event the Acquired Assets, or any portion thereof, are damaged by fire, explosion or other unavoidable casualty and Seller or the Company receives insurance proceeds on account of such event, Seller shall, and agrees to cause and direct the Company to, use either such proceeds to purchase and/or construct replacement assets for the Acquired Assets that were so damaged or destroyed or assign the right to such proceeds to Buyer at Closing. (b) Use commercially reasonable efforts to maintain reasonably adequate insurance upon Seller shall not permit or allow the Company to: (i) amend its Organizational Documents; (ii) liquidate, dissolve, recapitalize or otherwise wind up its business; (iii) merge or consolidate with, or purchase substantially all of the Sale Assets to be transferred by it hereunderassets or business of, or equity interests in, or make an investment in a manner consistent with such insurance existing on the date hereofany Person; (civ) Not mortgageincur any Indebtedness, pledge except for intracompany loans and debt incurred in connection with Seller’s and its Affiliates credit facilities or subject Indebtedness incurred in the ordinary course of business consistent with past practice, provided, all such Indebtedness is terminated at or prior to the Closing; (v) issue or sell any Sale Assets equity interests, notes, bonds or other securities of the Company, or any option, warrant or right to acquire same; (vi) adopt any Lien profit sharing, compensation, savings, insurance, pension, retirement or other benefit plan or otherwise hire any employees; (vii) enter into any Contract, except for Contracts entered into by the Company in the ordinary course of business or as contemplated by this Agreement; (viii) create or assume any Lien, other than a Permitted Lien; (dix) Not sellterminate or close any facility, lease business or otherwise dispose ofoperation relating to the Acquired Assets; (x) file any material lawsuit with respect to the Acquired Assets; (xi) cancel, compromise, waive, release or agree settle any right, claim or lawsuit with respect to sell, lease or otherwise dispose of, any Sale Assets, the Acquired Assets other than immaterial rights and claims in the ordinary course of business; (exii) Not amend enter into any transactions with the Seller or terminate any Material Contract that would be included in the Sale Assets at the Closingits Affiliates, except as contemplated by this Agreement; (fxiii) Not enter into acquire, commence or conduct any new Material Contract activity or business that would may generate income for federal income tax purposes that may not be included in the Sale Assets at the Closing “qualifying income” (provided that, for purposes of this clause (f), the applicable threshold with respect as such term is defined pursuant to clause (i) Section 7704 of the definition of Material Contract, shall be $25,000 instead of $10,000Code); (gxiv) Not settle or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d)), or cancel any material debts or waive any material claims or rights of material value related to, the Sale Assets or the Entravision Stations; (h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects; (i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulations; (j) Not introduce any material change with respect to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interest; (k) Promptly notify the Univision Parties of any Action commenced or threatened in writing against the Entravision Stations, including any opposition against or petition to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assets; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could would reasonably be expected to cause the conditions result in any representation and warranty of Seller set forth in Article VI not this Agreement becoming untrue in any material respect; or (xv) agree, whether in writing or otherwise, to be satisfied as do any of the Closing Date; and (o) Not enter into any plan of the type described in Section 3.19(b)foregoing.

Conduct of Business Prior to the Closing Date. Between Seller covenants and agrees that, except (i) to the date hereof and extent Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as set forth in Part 6.1 of the Closing Date, unless Univision otherwise consents in writingSeller Disclosure Schedule, or (iii) as permitted or contemplated by this Agreement or the LMA expressly requires otherwiseAncillary Agreements, the Entravision Parties Seller shall: (a) Operate cause the Entravision Stations Vuforia Business to be conducted in the ordinary course; (b) use commercially reasonable efforts to preserve intact the Purchased Assets and the Vuforia Business; (c) not sell, lease, license, transfer or otherwise dispose of any of the Purchased Assets, except in the ordinary course of business and otherwise conduct the business thereof in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of the operation of the Entravision Stations or the Sale Assets; (b) Use commercially reasonable efforts pursuant to maintain reasonably adequate insurance upon all of the Sale Assets to be transferred by it hereunder, in a manner consistent with such insurance existing on the date hereof; (c) Not mortgage, pledge or subject any Sale Assets to any Lien other than a Permitted Liencontractual obligations; (d) Not sellnot create, lease assume or otherwise dispose of, suffer to exist any lien or agree to sell, lease or otherwise dispose of, encumbrance on any Sale of the Purchased Assets, other than Permitted Encumbrances; (e) not abandon or permit to lapse any material Transferred Intellectual Property rights; (f) not implement any layoffs of Vuforia Business Employees that would implicate the WARN Act; (g) except for normal increases in the ordinary course of business, not increase the base salary payable to any Vuforia Business Employee; and (h) not amend the certificate of incorporation or bylaws or similar organizational document of the Swiss Subsidiary; (ei) Not maintain insurance coverage for the Vuforia Business at levels substantially consistent with presently existing levels and take no action that has the intentional effect of reducing the amount of insurance available or potentially available to Seller or the Vuforia Business; (j) not amend or terminate any Material Contract or enter into any contract that would be included in the Sale Assets at the Closing; (f) Not enter into any a Material Contract, unless such new Material Contract that would be included requires future payments to Seller or the Swiss Subsidiary in the Sale Assets at the Closing (provided that, for purposes of this clause (f), the applicable threshold with respect to clause (i) of the definition of Material Contract, shall be $25,000 instead excess of $10,000); (g) Not settle 250,000 in any calendar year for the sale of goods, equipment, supplies, products or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d))other personal property, or cancel any material debts or waive any material claims or rights for the provision of material value related to, the Sale Assets or the Entravision Stations; (h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects; (i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulations; (j) Not introduce any material change with respect to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interestservices; (k) Promptly notify the Univision Parties not enter into any compromise or settlement of any Action commenced Legal Proceeding that is primarily related to the Vuforia Business or threatened in writing against Seller, except for any such compromise or settlement that (A) does not impose any restrictions on the Entravision StationsVuforia Business, including any opposition against (B) involves a settlement solely of the payment of monetary damages of $250,000 or petition less (unless such cash payment shall be made by Seller prior to deny any Renewal Applicationthe Closing and for which the Vuforia Business shall not have a financial obligation following the Closing) and (C) does not involve an admission of liability, or any material damage to or destruction provided that the aggregate amount of any material assets included or to be included in the Sale Assets;and all such compromises and settlements shall not exceed $250,000; and (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries not agree or commit to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as of the Closing Date; and foregoing actions (oexcept for the affirmative obligations under subclauses (a), (b) Not enter into any plan and (i) of the type described in this Section 3.19(b).6.1

Conduct of Business Prior to the Closing Date. Between From and after the date hereof and until the earlier of the Closing Date, unless Univision otherwise consents in writing, Date or the LMA expressly requires otherwise, the Entravision Parties shall: (a) Operate the Entravision Stations in the ordinary course termination of business and otherwise conduct the business thereof in all material respects this Agreement in accordance with the terms of Section 9 hereof, Sellers shall maintain the Purchased Assets and operate and carry on the Business only in the Ordinary Course of Business, except as otherwise expressly required by this Agreement or conditions with the express written consent of its FCC LicensesPurchaser. Consistent with the foregoing and to the extent not prohibited by the Bankruptcy Case, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of the operation of the Entravision Stations or the Sale Assets; (b) Use Sellers shall use commercially reasonable efforts to (i) continue operating the Business as a going concern, (ii) maintain reasonably adequate insurance upon all the Purchased Assets and the assets and properties of, or used by, Sellers relating to the Business in their current condition (ordinary wear and tear excepted), (iii) maintain the business organization of the Sale Assets to be transferred by it hereunderBusiness intact, in a manner consistent (iv) maintain the Documents of the Business, (v) comply with such insurance existing all Legal Requirements, and (vi) preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business. In connection therewith, Sellers shall not (1) offer employment for any period on or after the date hereof; (c) Not mortgage, pledge or subject any Sale Assets Closing Date to any Lien employee or agent of the Business regarding whom Purchaser makes offers of employment in accordance with the terms set forth herein, (2) otherwise attempt to persuade any such employee or agent to terminate his or her relationship with the Business, (3) offer new material offsets, reductions or discounts to Accounts Receivable, (4) incur any additional Indebtedness outside of the Sellers’s ordinary course of business operations, (5) increase the compensation, incentive arrangements or other than a Permitted Lien; benefits to any officer or employee outside the Ordinary Course of Business, (d6) Not redeem, purchase or otherwise acquire directly or indirectly any of its issued outstanding capital stock, or any outstanding rights or securities exercisable or exchangeable for or convertible into its capital stock, (7) enter into any transaction, arrangement or Contract with any Person except on an arm’s length basis in the Ordinary Course of Business, (8) purchase, sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, of any Sale Assets, Purchased Assets other than in the ordinary course Ordinary Course of business; Business, (e9) Not amend delay or terminate any Material Contract that would be included in postpone the Sale Assets at payment of accounts payable or other Liabilities Outside the Closing; Ordinary Course of Business, (f10) Not permit the loss, lapse or abandonment of, or transfer, assign, enter into or grant any new Material Contract that would be included in the Sale Assets at the Closing (provided that, for purposes license or sublicense of this clause (f), the applicable threshold any rights under or with respect to clause any Intellectual Property, (i11) amend, terminate or modify any of the Assumed Contracts, (12) discontinue, close or dispose of any plant, facility or other business operation, or lay off any employees or implement any early retirement or separation program, or any program providing early retirement window benefits within the meaning of Section 1.401 (a)(4)-3(f)(4)(ii) of the definition Treasury Regulations or announce or plan any such action or program for the future, (13) hire employees or terminate the employment of Material Contract, shall be $25,000 instead any employee other than for “cause” or in the Ordinary Course of $10,000); (g) Not settle or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d))Business, or cancel any material debts or waive any material claims or rights of material value related to, the Sale Assets or the Entravision Stations; (h14) Maintain fail to maintain the material Sale Assets plant, property and equipment of Sellers in good repair and conditionoperating condition in all material respects, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects; (i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulations; (j) Not introduce any material change with respect to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interest; (k) Promptly notify the Univision Parties of any Action commenced or threatened in writing against the Entravision Stations, including any opposition against or petition to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assets; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as of the Closing Date; and (o) Not enter into any plan of the type described in Section 3.19(b).

Conduct of Business Prior to the Closing Date. Between 5.01 Conduct of Business by the Companies and Parent. During the period from the date hereof of this Agreement and continuing until the earlier of the valid termination of this Agreement pursuant to its terms and the Closing DateClosing, unless Univision except to the extent that Parent (in the case of a request by CAG on behalf of the Companies or the Company Subsidiaries) or CAG (in the case of a request by Parent on behalf of itself or the Parent Subsidiaries) shall otherwise consents consent in writingwriting (which consent shall not be unreasonably withheld, conditioned or delayed), or as set forth in Schedule 5.01 of the LMA expressly requires otherwiseCompany Disclosure Schedule or the Parent Disclosure Schedule (“Schedule 5.01”), or in connection with COVID-19 Measures or Permitted Actions, or as otherwise explicitly contemplated by this Agreement or the other Transaction Documents, or required pursuant to a Legal Requirement, each of the Companies, the Entravision Parties shallCompany Subsidiaries, Parent and the Parent Subsidiaries shall use its reasonable best efforts to carry on its business in the usual, regular and ordinary course consistent with past practices and in compliance with all applicable Legal Requirements and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business and operations and goodwill, (ii) keep available the services of its respective present key officers and employees and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, during the period from the date of this Agreement and continuing until the earlier of the valid termination of this Agreement pursuant to its terms or the Closing, except to the extent that Parent (in the case of a request by CAG on behalf of the Companies or the Company Subsidiaries) or CAG (in the case of a request by Parent on behalf of itself or the Parent Subsidiaries) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 5.01, or in connection with COVID-19 Measures or Permitted Actions, or as otherwise explicitly contemplated by this Agreement or the other Transaction Documents, or required pursuant to a Legal Requirement, none of the Companies, the Company Subsidiaries, Parent or the Parent Subsidiaries shall do any of the following: (a) Operate waive any stock repurchase rights, accelerate, amend or change the Entravision Stations period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans, excluding cash payments to residents of the PRC for CAG Options settled in cash; (b) grant any material severance or termination pay to (i) any officer or (ii) any employee, except pursuant to applicable Legal Requirement, written agreements outstanding, or Company Plans or Company policies or Parent Plans or Parent policies, as applicable, existing on the date hereof and as disclosed or made available on or prior to the date hereof to the other Party, or in the case of the Companies and Company Subsidiaries, except in connection with the promotion, hiring or firing of any employee in the ordinary course of business and otherwise conduct the business thereof in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of the operation of the Entravision Stations or the Sale Assets; (b) Use commercially reasonable efforts to maintain reasonably adequate insurance upon all of the Sale Assets to be transferred by it hereunder, in a manner consistent with such insurance existing on the date hereofpast practice; (c) Not mortgage, pledge transfer or subject any Sale Assets license to any Lien other than a Permitted Lien; (d) Not sell, lease Person or otherwise dispose ofextend, amend or agree modify any material rights to sell, lease any material Intellectual Property or otherwise dispose of, enter into grants to transfer or license to any Sale AssetsPerson future Intellectual Property rights, other than in the ordinary course of businessbusiness consistent with past practice; (d) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (other than any such dividend or distribution by a Company Subsidiary to a Company or another such Company Subsidiary or by a Parent Subsidiary to Parent or another such Parent Subsidiary), or reclassify, combine, split, subdivide, or redeem any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock (other than the consolidation of Parent’s share capital contemplated by the Parent Shareholder Matters); (e) Not amend purchase, redeem or terminate otherwise acquire, directly or indirectly, any Material Contract that would be included in the Sale Assets at the Closingshares of capital stock or any other equity securities or ownership interests of any Company or Company Subsidiary or Parent or Parent Subsidiary, as applicable; (f) Not issue, deliver, sell, authorize, pledge, amend, exchange, settle or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock (other than in connection with the exercise of the CAG Options) or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any new Material Contract that would be included in the Sale Assets at the Closing (provided thatcharacter obligating it to issue any such shares, for purposes equity securities or other ownership interests or convertible or exchangeable securities of this clause (f), the applicable threshold with respect to clause (i) of the definition of Material Contract, shall be $25,000 instead of $10,000)any Company or Company Subsidiary or Parent or Parent Subsidiary; (g) Not amend any Charter Documents in any material respect; (h) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire outside the ordinary course of business any assets which are material, individually or in the aggregate, to the business of the Company Group, taken as a whole, or Parent and the Parent Subsidiaries, taken as a whole, as applicable. For purposes of this paragraph, “material” includes the requirement that, as a result of such transaction, financial statements of the acquired, merged or consolidated entity be included in the Notice of Meeting; (i) except in the ordinary course of business consistent with past practice, enter into any joint ventures, strategic partnerships or alliances or other arrangements that provide for exclusivity of territory or otherwise restrict such Party’s ability to compete or to offer or sell any products or services to other Persons; (j) sell, lease, license, encumber or otherwise dispose of any properties or assets, except (i) nonexclusive licenses or sales in the ordinary course of business consistent with past practice, (ii) the incurrence of Permitted Liens, (iii) pursuant to existing Company Contracts delivered or made available to Parent, and (iv) the sale, lease or disposition of property or assets that are not material, individually or in the aggregate, to the business of the Company Group, taken as a whole, or of Parent and the Parent Subsidiaries, taken as a whole, as applicable; (k) adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Companies, the Company Subsidiaries, Parent or the Parent Subsidiaries (other than the as contemplated by this Agreement and the Transactions); (l) incur, create, assume, refinance or forgive any indebtedness for borrowed money in excess of $1,000,000 or guarantee any such indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Companies or the Company Subsidiaries or of Parent or the Parent Subsidiaries, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition, or enter into any arrangement having the economic effect of any of the foregoing, in each case, except the Parent Loan and, in the case of the Companies and the Company Subsidiaries, (i) extensions of credit in the ordinary course with employees and among the Companies and Company Subsidiaries, (ii) loans or advances to channel partners in the ordinary course of business, (iii) indebtedness refinanced in the same or lesser amount as of the date hereof, and (iv) indebtedness incurred following the date hereof that results in a total amount of indebtedness that is less than or equal to the sum of the aggregate amount of indebtedness as of the date hereof plus $1,000,000; (m) except as otherwise required by applicable Legal Requirement or pursuant to an existing Company Plan, Company Contract or Company policy (provided such document has been made available to Parent) or pursuant to an existing Parent Plan, Parent Contract or Parent policy (provided such document has been made available to CAG), as applicable, (i) adopt or materially amend any such plan (including any such plan that provides for severance), or enter into any employment contract, except in connection with the promotion, hiring, or firing of any employee in the ordinary course of business consistent with past practice, or collective bargaining agreement, (ii) pay any special bonus or special remuneration to any director or employee, except in the ordinary course of business consistent with past practice, or (iii) materially increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants, except in the ordinary course of business consistent with past practice; (n) (i) pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or Action (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement or satisfaction of any claims, liabilities or obligations (A) in the ordinary course of business consistent with past practice or (B) that are covered by insurance, provided, in each case, such discharge, settlement or satisfaction involves only the payment of money damages and such amounts in the aggregate do not exceed $500,000, or (ii) waive the benefits of, agree to modify in any material manner, terminate, release any Person from or knowingly fail to enforce any material confidentiality or similar agreement to which any Company or Company Subsidiary is a party or of which any Company or Company Subsidiary is a beneficiary (other than with customers and other counterparties in the ordinary course of business consistent with past practice) or to which Parent or any Parent Subsidiary is a party or of which Parent or any Parent Subsidiary is a beneficiary, as applicable; (o) except in the ordinary course of business consistent with past practice, enter into, modify in a manner materially adverse to the Companies and the Company Subsidiaries or Parent and the Parent Subsidiaries, as applicable, or terminate (other than in accordance with its terms) any Material Company Contract or Material Parent Contract, as applicable, or waive, delay the exercise of, release or assign any material rights or claims thereunder; (p) except as required by Legal Requirement, U.S. GAAP, or IFRS, as the case may be, revalue any of its assets in any material manner or make any material change in accounting methods, principles or practices; (q) make or rescind any Tax elections that, individually or in the aggregate, would be reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of such Party, settle or compromise any material claims or litigation related to income tax liability outside the Sale Assets or the Entravision Stations (ordinary course of business or, except with respect to the Actions set forth in Item 4 on Schedule 2.1(d))as required by applicable law, or cancel change any material debts method of accounting for Tax purposes or waive prepare or file any material claims or rights of material value related to, the Sale Assets or the Entravision StationsTax Return in a manner materially inconsistent with past practice; (hr) Maintain the material Sale Assets in good repair and conditionform or establish any subsidiary, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets except in the ordinary course of business consistent with past practice, in all material respectsor enter into any new line of business; (is) Maintainexercise, preserveor permit the administrator of any Company Plan or Parent Plan, renew and keep in full force and effect all material licensesas applicable, permits and authorizations that pertain to exercise, any of its discretionary rights under any Company Plan or Parent Plan, as applicable, to provide for the operation automatic acceleration of any outstanding options, the Entravision Stations (including termination of any outstanding repurchase rights or the FCC Licenses); preparetermination of any cancellation rights issued pursuant to such Plan, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements except as required contemplated by the Rules and Regulationsthis Agreement; (jt) Not introduce any material change with respect make capital expenditures (i) materially in excess of budgeted amounts previously disclosed to the operation other Party in writing or (ii) in excess of the Entravision Stations including, without limitation, any material changes $1,000,000 in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interestaggregate; (ku) Promptly notify enter into any material transaction with or distribute or advance any assets or property to any of its officers, directors, partners, equityholders, managers, members or other Affiliates, other than (i) the Univision Parties payment of any Action commenced salary and benefits and the advancement of expenses in the ordinary course of business consistent with prior practice and (ii) such transactions, distributions, or threatened advancements by a Company Subsidiary to a Company or another Company Subsidiary or by a Parent Subsidiary to Parent or another Parent Subsidiary; or (v) agree in writing against or otherwise agree or commit to take any of the Entravision Stations, including any opposition against actions described in Section 5.01(a) through (u) above. Notwithstanding anything in this Section 5.01 or petition to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assets; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect this Agreement to the Sale Assets and the Entravision Stationscontrary, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions nothing set forth in Article VI not this Agreement shall give Parent, directly or indirectly, the right to be satisfied as control or direct the operations of the Closing Date; Company or the Company’s Subsidiaries prior to the Closing, and nothing set forth in this Agreement shall give Company, directly or indirectly, the right to control or direct the operations of Parent or the Parent Subsidiaries prior to the Closing, and (o) Not enter into any plan of the type described in Section 3.19(b).

Conduct of Business Prior to the Closing Date. Between From and after the date hereof and until the Closing DateDate or earlier termination of this Agreement, unless Univision otherwise consents in writing, or the LMA expressly requires otherwise, the Entravision Parties Seller shall: (a) Operate 6.1.1. Carry on the Entravision Stations Business in substantially the same manner as it has heretofore been conducted; 6.1.2. Maintain and keep the Assets in as reasonable condition and repair, reasonable wear and tear excepted, as the condition and repair the Assets are in as of the date hereof; 6.1.3. Not sell, lease, pledge, mortgage or otherwise dispose of or encumber any of the Assets except for the sale, lease, pledge, mortgage or disposal or encumbrance of any of the Assets, including Inventory, in the ordinary course of business and otherwise conduct which would not, individually or in the business thereof in all aggregate, be material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of to the operation of the Entravision Stations or Business. 6.1.4. Perform all of its obligations under the Sale AssetsContracts and Assigned Leases; 6.1.5. Not (bi) Use commercially reasonable efforts enter into any contract outside the ordinary course of business, (ii) modify or change any material contract, (iii) cancel any debts or waive any claims or rights where such cancellation or waiver would reasonably be expected to maintain reasonably adequate insurance upon all have a material adverse effect, or (iv) make any loan to, or enter into any business transaction, agreement, arrangement or understanding of any other nature with, any employee of the Sale Assets to be transferred by it hereunder, in a manner consistent with Business or any officer or director of the Seller or any affiliate or associate of any such insurance existing on the date hereofofficer or director; 6.1.6. Not (ci) Not mortgagegrant any increases in wages, pledge salaries or subject benefits of any Sale Assets to any Lien other than a Permitted Lien; (d) Not sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any Sale Assets, other than of the Seller Employees except increases in the ordinary course of business; business in accordance with the Seller’s existing policies, (eii) Not amend or terminate any Material Contract that would be included in the Sale Assets at the Closing; (f) Not enter into any new Material Contract that would be included in the Sale Assets at the Closing (provided that, for purposes of this clause (f), the applicable threshold employment agreements with respect to clause (i) any employees of the definition Business, (iii) pay or agree to pay any pension, retirement allowance or other employee benefit not required by any existing plan, agreement or arrangement to any officer or employee of Material Contractthe Business, shall be $25,000 instead of $10,000); whether past or present, or (giv) Not settle or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d))Seller’s Employees, commit to any additional pension, profit-sharing, bonus, incentive, deferred compensation, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or cancel to any material debts employment or waive consulting agreement with or for the benefit of any material claims Seller Employee, or rights to terminate or amend any of material value related to, such plans or any of such agreements in existence on the Sale Assets or the Entravision Stationsdate of this Agreement; (h) 6.1.7. Not take any action that would prevent the transfer of the Assets to the Buyer at the Closing, pursuant to the terms of this Agreement, free and clear of all Liens; 6.1.8. Maintain its books, accounts and records with respect to the material Sale Assets in good repair Business and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale the Assets in the usual, regular and ordinary course consistent manner, and comply with past practice, in all material respectsLaws; (i) Maintain, preserve, renew 6.1.9. Keep and keep maintain all permits in full force and effect all material licenseseffect, continue their business pursuant to such permits and authorizations that pertain take all steps necessary to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests meet requirements on pending applications for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulationspermits; (j) Not introduce any material change 6.1.10. Continue to operate and maintain the Business and the Assets in accordance with respect to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interestapplicable Laws; (k) Promptly notify 6.1.11. Use commercially reasonable efforts consistent with sound business judgment to preserve intact its present business and organization, to retain the Univision Parties services of any Action commenced or threatened in writing against the Entravision Stationsits present employees, including any opposition against or petition to deny any Renewal Applicationpreserve its relationships with its customers, or any material damage to or destruction of any material assets included or to be included in the Sale Assets; (l) Promptly provide the Univision Parties suppliers and others having business relationships with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as of the Closing Date; and (o) Not enter into any plan of the type described in Section 3.19(b)it.

Conduct of Business Prior to the Closing Date. Between Each Seller agrees that, except as described in Section 6.1 of the Disclosure Schedule, between the date hereof and the Closing Date, unless Univision otherwise consents in writingsuch Seller shall, or and shall cause the LMA expressly requires otherwiseCompany and each of its Subsidiaries to, the Entravision Parties shall: (a) Operate the Entravision Stations conduct its business in the ordinary course Ordinary Course of business Business in all material respects, to prepare, in the Ordinary Course of Business and consistent with past practice (except as otherwise conduct required by Applicable Laws), and timely file all Tax Returns required to be filed by it on or before the business thereof Closing Date and to fully and timely pay all Taxes due and payable in respect of such Tax Returns that are so filed, and each use its reasonable best efforts to (i) preserve intact in all material respects in accordance its business organization, (ii) keep available the services of the Employees, and (iii) maintain the goodwill associated with the terms business of the Company and its Subsidiaries, including but not limited to preserving relationships with customers, vendors, lenders and others having material business relationships with the Company and its Subsidiaries. Except as contemplated by this Agreement and the Seller Documents, and except as set forth in Section 6.1 of the Disclosure Schedule, neither Seller, between the date hereof and the Closing, shall permit any of the Company or conditions any of its FCC LicensesSubsidiaries to (in each case, without the Rules and Regulationsprior written consent of Buyer): i. issue any notes, the Act and all bonds or other applicable Laws having jurisdiction over debt securities or other equity securities or any aspect of the operation of the Entravision Stations securities convertible, exchangeable, or the Sale Assetsexercisable into any ownership interests or other equity securities; (b) Use commercially reasonable efforts ii. borrow any amount or incur or become subject to maintain reasonably adequate insurance upon all any Liabilities, except Current Liabilities incurred in the Ordinary Course of Business and Liabilities under Contracts entered into in the Sale Assets to be transferred by it hereunder, in a manner consistent with such insurance existing on the date hereofOrdinary Course of Business; (c) Not mortgage, pledge iii. discharge or subject satisfy any Sale Assets to Encumbrance or pay any Lien other than a Permitted Lien; (d) Not sell, lease obligation or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any Sale AssetsLiability, other than Current Liabilities paid in the ordinary course Ordinary Course of businessBusiness; (e) Not amend iv. declare, set aside, or terminate make any Material Contract that would be included in dividend, payment, or distribution of cash or other property to any of the Sale Assets at the Closing; (f) Not enter into any new Material Contract that would be included in the Sale Assets at the Closing (provided that, for purposes holders of this clause (f), the applicable threshold its ownership interests with respect to clause such ownership interests or purchase, redeem or otherwise acquire, directly or indirectly, any ownership interests or any outstanding rights or securities exercisable or exchangeable for or convertible into its ownership interests (i) of the definition of Material Contract, shall be $25,000 instead of $10,000); (g) Not settle or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d)), or cancel any material debts or waive any material claims or rights of material value related to, the Sale Assets or the Entravision Stations; (h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects; (i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulations; (j) Not introduce any material change with respect to the operation of the Entravision Stations including, without limitation, any material changes warrants, options, or other rights to acquire its ownership interests); v. mortgage or pledge any of its assets or subject them to any Encumbrances; vi. sell, assign, lease, license, or transfer any of its tangible assets, except in the broadcast hours Ordinary Course of Business, or cancel any debts or claims; vii. sell, assign, lease, license, transfer, or otherwise encumber, other than in the Entravision Stations Ordinary Course of Business, any of its Intellectual Property or other intangible assets, or disclose any material proprietary Confidential Information to any Person, or abandon or permit to lapse any of its Intellectual Property or other intangible assets, in either case material to its business; viii. suffer any extraordinary losses or waive any rights of material value, whether or not in the Ordinary Course of Business or consistent with past practice; ix. delay or postpone the payment of any accounts or commissions payable or any other material liability or obligations or agree or negotiate with any party to extend the payment date of any accounts or commissions payable or accelerate the collection of any notes, accounts or commissions receivable; x. make commitments for capital expenditures which have not been funded prior to the date hereof that aggregate in excess of $10,000; xi. make any charitable contributions or pledges; xii. suffer any damage, destruction, or casualty loss exceeding in the aggregate $10,000 (whether or not covered by insurance); xiii. except for salary or commission advances to Employees, make any loans or advances to, investment in, or guarantees for the benefit of, any Person or take steps to incorporate any Subsidiary; xiv. make any change in the Entravision Stations’ programming any method of accounting or accounting policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are other than those required by the public interestGAAP which have been disclosed in writing to Buyer; (k) Promptly notify the Univision Parties of any Action commenced or threatened in writing against the Entravision Stations, including any opposition against or petition to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assets; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as of the Closing Date; and (o) Not xv. enter into any plan employment or consulting contract (written or oral) or change the employment terms for any Employee or agent or make or grant any bonus or any wage, salary, or compensation increase to any director, officer, Employee, sales representative, or group of Employees or make or grant any increase in any Company Plan or arrangement, or amend or terminate any existing Company Plan, incentive arrangement, or other benefit covering any of the type described Employees or adopt any new Company Plan, incentive arrangement or other benefit covering any of the Employees; xvi. enter into any collective bargaining agreement or relationship with any labor organization or enter into any other material labor contracts; xvii. enter into any contract, agreement or arrangement out of the Ordinary Course of Business or prohibiting or restricting it from freely engaging in Section 3.19(b)any business or otherwise restricting the conduct of its business; xviii. amend any of its organizational or governing documents; xix. enter into any other transaction, other than in the Ordinary Course of Business, or materially change any business practice; xx. enter into any compromise or settlement of any litigation, proceeding, or governmental investigation affecting the Company or any of the Subsidiaries; xxi. implement any plant closing or layoff of Employees that could implicate the WARN Act; xxii. make any payments for political contributions or make any bribes, kickback payments, or other illegal payments; or xxiii. agree or otherwise commit, whether orally or in writing, to do any of the foregoing.

Conduct of Business Prior to the Closing Date. Between Transferor, with respect to the Sale Assets being conveyed by it, hereby covenants and agrees that between the date hereof and the Closing Date, unless Univision the Transferee otherwise consents agrees in writingwriting (which agreement shall not be unreasonably withheld or delayed) and except as otherwise set forth in the LMAs, or the LMA expressly requires otherwise, the Entravision Parties shall: (a) Use commercially reasonable efforts to maintain insurance upon all of the Sale Assets in such amounts and of such kind to cover the full amount of any loss with respect to such Sale Assets and with respect to the operation of the Applicable Stations, with insurers of substantially the same or better financial condition as are currently insuring such Sale Assets; (b) Operate the Entravision Applicable Stations in the ordinary course of business and otherwise conduct the its business thereof in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Entravision Stations Applicable Stations, except where the failure to so operate would not constitute a Material Adverse Condition or the Sale Assets; (b) Use commercially reasonable efforts to maintain reasonably adequate insurance upon all of the Sale Assets to be transferred by it hereunder, in a manner consistent with such insurance existing on the date hereofability of Transferor to consummate the transactions contemplated hereby; (c) Comply in all material respects with all Station Agreements Transferee is assuming; (d) Promptly notify Transferee of any default by, or claim of default against, any party under any Station Agreements Transferee is assuming and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such Station Agreements; (e) Not mortgage, pledge or subject any of the Sale Assets to any Lien other than a Permitted Lien; (df) Not sell, lease or otherwise dispose of, or nor agree to sell, lease or otherwise dispose of, any of the Sale Assets, other than in the ordinary course of business; (eg) Not amend or terminate any Material Contract that would be included in the Sale Assets at the Closing; (f) Not enter into any new Material Contract that would be included in the Sale Assets at the Closing (provided that, for purposes of this clause (f), the applicable threshold with respect to clause (i) of the definition of Material Contract, shall be $25,000 instead of $10,000); (g) Not settle or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d)), or cancel any material debts or waive any material claims or rights of material value related to, the Sale Assets or the Entravision StationsStation Agreement; (h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects; (i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulations; (j) Not introduce any material change with respect to the operation of the Entravision Applicable Stations including, without limitation, any material changes in the broadcast hours of the Entravision Applicable Stations or any other material change in the Entravision Applicable Stations’ programming policies, except such changes as in the sole discretion of the Entravision PartiesTransferor, exercised in good faith after consultation with the Univision PartiesTransferee, are required by the public interest; (ki) Promptly notify the Univision Parties Notify Transferee of any Action commenced complaints, investigations, hearing or any material litigation pending or threatened in writing against the Entravision Stations, including any opposition against or petition to deny any Renewal Application, Applicable Stations or any material damage to or destruction of any material assets included or to be included in the Sale Assets; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances; (n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as of the Closing Date; and (o) Not enter into any plan of the type described in Section 3.19(b).

Conduct of Business Prior to the Closing Date. Between During the period from the date hereof of this Agreement and continuing until the earlier of the time the Parties have determined that all conditions to close have not or cannot be satisfied or waived or the Closing Date, unless Univision otherwise consents Seller agrees to carry on the Business in writingthe Ordinary Course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of Seller when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact Seller's present business organization, keep available the services of Seller's present officers and employees and preserve Seller's relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it, all with the goal of preserving unimpaired Seller's goodwill and ongoing Business at the Closing Date. Except as expressly contemplated in this Agreement, after the date of this Agreement and continuing until the earlier of the time the Parties have determined that all conditions to close have not or cannot be satisfied or waived or the LMA expressly requires otherwiseClosing Date, Seller will not, without the Entravision Parties shallprior written consent of Buyer: (a) Operate other than performing the Entravision Stations Material Contracts listed in the ordinary course of business and otherwise conduct the business thereof in all material respects Schedule 2.10 in accordance with their terms existing on the terms date hereof and as otherwise permitted or conditions of its FCC Licensescontemplated hereby, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over make any aspect of the operation of the Entravision Stations expenditure or the Sale Assetsenter into any transaction exceeding $10,000; (b) Use commercially reasonable efforts sell, license or transfer to maintain reasonably adequate insurance upon all of any Person or entity any rights to any Intellectual Property or enter into any agreement with respect to the Sale Assets to be transferred by it hereunder, Intellectual Property with any Person or entity other than in a manner consistent with such insurance existing on the date hereofOrdinary Course; (c) Not mortgagerevalue any of its assets, pledge including without limitation writing down the value of items on its balance sheets or subject any Sale Assets to any Lien writing off notes or accounts receivable other than a Permitted Lienin the Ordinary Course; (d) Not sellgrant any severance or termination pay (i) to any director or officer or (ii) to any employee, lease or otherwise dispose ofexcept payments made pursuant to standard written agreements outstanding as of the date hereof and disclosed on the Schedules, or agree increase the salary or other compensation payable or to sellbecome payable by Seller to any of its officers, lease directors, employees or otherwise dispose ofadvisors, or declare, pay or make any Sale Assetscommitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such Person, other than in the ordinary course of businessor adopt or amend any employee benefit plan or enter into any employment contract; (e) Not amend sell, lease, license or terminate otherwise dispose of any Material Contract that would be included of the assets or properties of Seller relating to the Business or the Purchased Assets other than in the Sale Assets at Ordinary Course, including but not limited to the Closingperformance of obligations under contractual arrangements existing as of the date hereof set forth on the Schedules, or create any security interest in such assets or properties; (f) Not grant any loan, guarantee or other extension of credit, or enter into any new Material Contract that would be included commitment to make any loan, guaranty or other extension of credit, to any Person or entity except for accounts receivable in the Sale Assets at Ordinary Course, incur any indebtedness or guarantee any indebtedness except for accounts payable incurred in the Closing (provided thatOrdinary Course, issue or sell any debt securities, guarantee any debt securities of others, purchase any debt securities of others or amend the terms of any outstanding agreements related to borrowed money, except for purposes of this clause (f), expenses in the applicable threshold with respect to clause (i) of the definition of Material Contract, shall be $25,000 instead of $10,000)Ordinary Course; (g) Not settle amend in any respect or compromise any material claims otherwise modify (or litigation related agree to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d)do so), or cancel violate the terms of any material debts of the Material Contracts set forth or waive described in Schedule 2.10 or enter into any material claims or rights of material value related to, the Sale Assets or the Entravision Stationscontract which would constitute a Material Contract; (h) Maintain the material Sale Assets in good repair and conditionacquire or agree to acquire by merging or consolidating with, ordinary wear and tear exceptedor by purchasing any assets or equity securities or, and useor by any other manner, operateany business or any corporation, maintain and repairpartnership, and replace if damaged beyond repair association or worn out with an asset of equal other business organization or greater valuedivision thereof, material Sale Assets or otherwise acquire or agree to acquire any assets which are material, individually or in the ordinary course consistent with past practiceaggregate, in all material respectsto the Business; (i) Maintainpay, preservedischarge or satisfy, renew and keep in full force and effect all material licensesan amount in excess of $10,000 (in any one case) or $25,000 (in the aggregate), permits and authorizations that pertain to any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the operation payment, discharge or satisfaction of liabilities in the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and RegulationsOrdinary Course; (j) Not introduce make or change any material election in respect of Taxes, adopt or change with any accounting method in respect of Taxes, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to the operation any extension or waiver of the Entravision Stations including, without limitation, limitation period applicable to any material changes claim or assessment in the broadcast hours respect of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interestTaxes; (k) Promptly notify terminate any employees of the Univision Parties Business other than for cause or encourage any employees of any Action commenced or threatened in writing against the Entravision Stations, including any opposition against or petition Business to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assetsresign from Seller; (l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries enter into any contract, purchase order or other agreement pursuant to and from, and all filings made with, the FCC or which Seller would be required to book any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Applicationamounts due thereunder as deferred revenue; (m) Confer with take or agree in writing or otherwise to take any of the Univision Parties prior actions described in the preceding clauses (a) through (l) of this section or in clause (n) or (o) of this section or any other action that would prevent Seller from performing or cause Seller not to implementing operational decisions of a material nature, perform its covenants and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and financesagreements hereunder; (n) Not knowingly take declare, issue, make or pay any action that could reasonably be expected dividend or other distribution of assets, whether consisting of money, other personal property, real property or other thing of value, to cause the conditions set forth in Article VI not to be satisfied as its shareholders, or split, combine, dividend, distribute or reclassify any shares of the Closing Dateits capital stock; andor (o) Not make any loan by Seller to any officer, director, employee or stockholder of Seller or enter into any plan other agreement or commitment to or for the benefit of the type described in Section 3.19(b)any officer, director, employee or stockholder or any of their respective Affiliates.

Conduct of Business Prior to the Closing Date. Between The Company agrees that between the date hereof of this Agreement and the Closing Date, unless Univision otherwise consents in writing, or the LMA expressly requires otherwiseEffective Time, the Entravision Parties shall: (a) Operate Company will conduct, and cause its Subsidiaries to conduct, the Entravision Stations Business in the ordinary course of business and otherwise conduct consistent with past practice, except as expressly (i) required by this Agreement, (ii) set forth in Schedule 6.1 or (iii) approved by Parent in writing. Without limiting the business thereof foregoing, except as expressly required by this Agreement, from the date hereof through the Effective Time: (a) no change will be made in all material respects in accordance with the terms certificate of incorporation, bylaws, stockholders agreement or conditions of its FCC Licenses, the Rules and Regulations, the Act and all any other applicable Laws having jurisdiction over any aspect organizational document of the operation of the Entravision Stations Company or the Sale Assetsany Subsidiary; (b) Use commercially reasonable efforts to maintain reasonably adequate insurance upon all no change will be made in the number or dollar amount of authorized or issued capital stock or other equity interests of the Sale Assets Company or any of its Subsidiaries, including pursuant to any split, combination, subdivision or reclassification of any such capital stock or other equity interest (except for the exercise, expiration or forfeiture of any Conversion Options listed on Schedule 3.7 in accordance with their respective terms); nor will any option, warrant, call, right, commitment, conversion right, right of first refusal, pledge, hypothecation, or agreement of any character be transferred granted or made by it hereunderthe Company or any of its Subsidiaries relating to the authorized or issued capital stock or other equity interest thereof; nor will the Company or any of its Subsidiaries issue, grant or sell any securities or obligations convertible into or redeem or purchase any capital stock or other equity interest of the Company or any of its Subsidiaries (except for the exercise of any stock options listed on Schedule 3.7 in a manner consistent accordance with such insurance existing their respective terms in effect on the date hereof); (c) Not mortgage, pledge or subject any Sale Assets each of the Company and its Subsidiaries will duly comply in all material respects with all Laws and Orders applicable to any Lien other than a Permitted Lienthem and all Laws and Orders applicable to the transactions contemplated by this Agreement; (d) Not the Company and its Subsidiaries will not (i) incur any Indebtedness in addition to any Indebtedness outstanding on the date hereof or any renewals or extensions thereof, except for borrowings made in the ordinary course of business consistent with past practice under the Company’s revolving credit facility, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except for the endorsement of checks for collection in the ordinary course of business, or (iii) make any loans, advances or capital contributions to, or investments in, any other Person, except in connection with normal relocations, travel advances or similar advances to employees of the Company or its Subsidiaries in the ordinary course of business consistent with past practice; (e) neither the Company nor any of its Subsidiaries will (i) increase the compensation payable or to become payable to any officer or employee thereof except in the ordinary course of business consistent with past practice as part of regular annual reviews (provided, however, that the aggregate increase for all such officers and employees will not be greater than three percent (3%) of the current aggregate compensation payable by the Company and any of its Subsidiaries to all officers and employees), (ii) create, establish, enter into or terminate any bonus plan or other employee benefit plan or (iii) commit itself or any Employee Plan (A) to any additional pension, profit-sharing, bonus, incentive, deferred compensation, equity interest purchase, equity interest option, equity interest appreciation right, severance pay, retirement or any employee benefit plan, agreement or arrangement, or to any material employment or consulting agreement with or for the benefit of any person or (B) to amend in any material respect any Employee Plan, except as required by Law; (f) neither the Company nor any of its Subsidiaries will, except for sales of inventory in the ordinary course of business to the Company’s or its Subsidiaries’ customers, sell, lease transfer, mortgage, or otherwise dispose of, or encumber, or agree to sell, lease transfer, mortgage or otherwise dispose ofof or encumber, any Sale Assetsproperties, real, personal or mixed, tangible or intangible, which have a value on the consolidated books of the Company, either individually or in the aggregate, in excess of $500,000 and will not allow such properties to become subject to any Liens (other than in the ordinary course of business; (e) Not amend or terminate any Material Contract that would be included in the Sale Assets at the Closing; (f) Not enter into any new Material Contract that would be included in the Sale Assets at the Closing (provided that, for purposes of this clause (f), the applicable threshold with respect to clause (i) of the definition of Material Contract, shall be $25,000 instead of $10,000Permitted Liens); (g) Not settle or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions as set forth in Item 4 on Schedule 2.1(d)6.1(g), neither the Company nor any of its Subsidiaries will make or cancel commit to make any material debts capital expenditure, capital addition or waive capital improvement in an amount exceeding $250,000 for any material claims or rights of material value related to, the Sale Assets or the Entravision Stationssingle Facility; (h) Maintain neither the material Sale Assets in good repair Company nor any of its Subsidiaries will settle, cancel, compromise, release or provide a waiver with respect to any claims, actions or proceedings existing on or commenced after the date hereof and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair involving more than $500,000 individually or worn out with an asset of equal or greater value, material Sale Assets $2,500,000 in the ordinary course consistent with past practice, in all material respectsaggregate; (i) Maintainneither the Company nor any of its Subsidiaries will make any payment that would be a breach of, preserveor require disclosure under, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation Section 3.27 of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulationsthis Agreement; (j) Not introduce the Company will not declare or pay any material change dividends or distributions with respect to its capital stock or redeem any capital stock for cash or otherwise; provided, however, that the operation Parties acknowledge that certain of the Entravision Stations including, without limitation, any material changes in Company’s Subsidiaries are not wholly-owned by the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except Company and such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, Subsidiaries are required by the public interestterms of the organizational documents of such Subsidiaries to make distributions to their equityholders, such requirements and the estimated distributions prior to Closing being set forth on Schedule 6.1(j); (k) Promptly notify the Univision Parties Company and its Subsidiaries shall not make any acquisitions (including by merger, consolidation or acquisition of stock or assets or any Action commenced other business combination) of (i) any corporation, partnership, other business organization or threatened in writing against any division thereof or equity interests therein or a substantial portion of the Entravision Stations, assets thereof for consideration (including any opposition against potential “earn-outs” or petition to deny any Renewal Applicationother contingent or deferred consideration), or (ii) any material damage to or destruction of any material assets included or to be included real property (other than entering into leases in connection with the Sale Assetsnew restaurant locations identified on Schedule 6.1); (l) Promptly provide the Univision Parties with copies Company and its Subsidiaries shall not adopt a plan or agreement of all material correspondence and inquiries to and fromcomplete or partial liquidation or dissolution, and all filings made withmerger, the FCC consolidation, restructuring, recapitalization or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Applicationreorganization; (m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations Company and its businessSubsidiaries shall not make any changes in financial or tax accounting methods, operations and financesprinciples or practices (or change an annual accounting period), except as may be required under GAAP or by applicable Law; (n) Not knowingly take except as disclosed in Schedule 6.1(n), the Company and its Subsidiaries shall not make or change any action that could reasonably be expected material Tax elections, change any annual Tax accounting period, elect to cause the conditions adopt or change any method of accounting, amend any material Tax Return, enter into any closing agreement with respect to any material Tax, settle any material Tax claim or any assessment or surrender any right to claim a material Tax refund or extend or waive any applicable statute of limitations with respect to Taxes; (o) except as set forth on Schedule 6.1(g) or Schedule 6.1(o), neither the Company nor any of its Subsidiaries shall amend, modify, terminate, cancel or enter into any Material Contract; provided, however, that the Company or any of its Subsidiaries may amend or modify any Material Contract if such amendment or modification is reasonably required in Article VI not to be satisfied as connection with the construction and establishment of the Closing Datenew stores described on Schedule 6.1 or the renovation projects described on Schedule 6.1, provided that the Company gives Parent prompt notice of such action, and provided further that such actions do not involve amounts in excess of $100,000 over the amounts on Schedule 6.1, Schedule 6.1(g) or Schedule 6.1(o), as applicable, for a single location without the prior consent of Parent, which consent will not be unreasonably withheld or delayed; and (op) Not enter into neither the Company nor any plan of its Subsidiaries will agree to do any of the type described in Section 3.19(b)foregoing.