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

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and the Closing Date of the Asset Contribution, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. (a) Between During the date of Interim Period, except (1) as provided for in this Agreement and the Closing Date of the Asset Contribution, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT GatheringAgreement, (ii2) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering applicable Law or GAAP or (3) to the extent that Buyer shall not do, or propose to do, directly or indirectly, any of the following without the prior written otherwise consent of EQM, in writing (which consent shall not be unreasonably withheld, conditioned or delayed), each of Seller and Seller Parent shall (x) conduct the Business in the ordinary course of business and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Business and to preserve the rights, franchises, goodwill and relationships of the employees, customers, suppliers, regulators and others having business relationships with Seller and Seller Parent with respect to the Business. For the elimination of doubt, nothing contained in this Section 4.3 shall impose any restriction on, or impose obligations of Seller or Seller Parent with respect to, the Excluded Business (including, for the avoidance of doubt, selling or continuing to operate any segment of the Excluded Business) or the Excluded Assets. (b) During the Interim Period, Seller and Seller Parent shall: (i) Enter into not sell, lease, transfer, license, pledge, dispose of, assign, or otherwise encumber or subject to any joint ventureEncumbrance (other than any Permitted Encumbrance) any of the Purchased Assets or any rights thereto, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects other than inventory in the Assetsordinary course of business; (ii) Sellcomply in all material respects with all Laws applicable to the Business, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the AssetsPurchased Assets and the Assumed Liabilities; (iii) Incur any Indebtedness keep in full force and effect the Insurance Policies (or replacement insurance materially comparable in amount and scope to insurance currently carried by Seller and Seller Parent with respect to the Business); (iv) preserve and maintain in effect all material Permits necessary to carry on the Business as currently conducted or for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations ownership and use of any Person, in each case, that would be Asset Liabilities or that affect the Purchased Assets; (1v) Amendnot cancel, compromise, waive, or modify in release any material respect right or consent to the termination of any Material Contract or amendclaim constituting a Purchased Asset, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assetsbusiness; (vi) Other not grant any license or sublicense of any rights under or with respect to any Business Intellectual Property other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assetsbusiness; (vii) Commence not make or settle authorize any Action other than cash settlements that do not involve change in any covenants or other agreements limiting the activities of EQT Gathering relating Seller’s Organizational Documents to the extent such amendment or change would prevent, impede or delay the consummation of the transactions contemplated hereby or otherwise adversely affect the Purchased Assets and that do not involve payments individually or in the aggregate in excess of $25,000Assumed Liabilities; (viii) With respect to not make any increase in the Assetsbase compensation or target bonus of any of the Business Employees, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, except in the ordinary course of business and consistent with past practicepractice or as may be required by any Law or Contract; (ix) Take not amend, change, supplement, waive or terminate any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Material Contract or any other Contract that has is an Assigned Contract, except for renewals in the ordinary course of business; (x) not enter into, amend, change, supplement, waive or terminate any Material Contract or any other Contract that is an Assigned Contract (A) that would reasonably be expected to have an adverse effect on the Business or any of the Purchased Assets or the Assumed Liabilities, or (B) pursuant to which any Person (other than Buyer and its Affiliates) is first granted, or that otherwise first subjects Buyer or any of its Affiliates to, (1) any covenants or provisions restricting competition or prohibiting any of them from freely engaging in the Business or otherwise restricting the conduct of the Business or use of the Purchased Assets in any market, geographic area or other jurisdiction, (2) any “most favored nation” or “best pricing” terms or any type of exclusivity, special discount, right of first refusal, first notice or first negotiation with respect to any of the Purchased Assets or (3) any license, covenant not to sue, immunity or other similar right with respect to or under any of the Purchased Assets; (xi) not enter into, amend, change, supplement or negotiate any collective bargaining agreement or other agreement with a Gathering System labor union, profit sharing, defined compensation, severance or other plan or arrangement for the benefit of a Seller Party’s current directors, officers and employees; (xii) not terminate the employment of any Business Employee, except for cause, within the ninety (90) day period prior to the Closing Date; (xiii) use commercially reasonable efforts to enforce any and all non-solicitation agreements or other agreements containing restrictive covenants with respect to each Business Employee; (xiv) not make any material change in its methods of accounting or accounting principles or practices used in the Business (including with respect to reserves); (xv) not commence, negotiate, settle, pay, discharge or satisfy any Action primarily relating to the Business or any of the Purchased Assets or the Assumed Liabilities; (xvi) not acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any Person, in each case if such transaction has an adverse effect on the Business or any of the Purchased Assets or the Assumed Liabilities; (xvii) not terminate or close any facility or operation used in the Business; (xviii) settle or compromise any Action in respect of material Taxes; enter into any Contract in respect of material Taxes with any Governmental Authority; or amend any Tax Return, in each case, with respect to the Purchased Assets or the Business and to the extent such action would reasonably be expected to result in any increase in the Liability for Taxes of Buyer or its Affiliates; (xix) not take or omit to take any action which has, individually or in the aggregate, a Material Adverse Effect; (xx) not acquire any real property that would constitute a Purchased Asset; and (xxxi) Announce an intention, not enter into any formal or informal agreement, or otherwise make a commitment binding agreement to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. (a) Between Seller covenants and agrees that, from the period beginning on the date hereof and continuing until the earlier of the termination of this Agreement and pursuant to its terms or the Closing Date of (the Asset Contribution“Pre-Closing Period”), unless EQM Seller shall otherwise agree in writing and except as otherwise contemplated by this Agreement or continue to conduct the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only Business in the ordinary course of business consistent with past practice; , and EQT Gathering shall it will use its commercially reasonable best efforts to preserve the Business and relationships with Seller Customers, suppliers, licensors, licensees, Business Employees, consultants and others with whom it has business dealings in connection with the Business. During the Pre-Closing Period, if any Seller Knowledge Party becomes aware of a deterioration in the relationship with any Seller Customer listed on Schedule 5.2(a) of the Seller Disclosure Letter (a “Material Seller Customer”) or a material deterioration in the relationship with any supplier, licensor, licensee, Business Employee, consultant or business partner in connection with the Business, it will promptly bring such information to Parent’s and Buyer’s attention in writing and, if requested by Parent or Buyer, will exert its commercially reasonable efforts to promptly restore the relationship. During the Pre-Closing Period, if any Parent Knowledge Party becomes aware of a deterioration in the relationship with any Material Seller Customer it will promptly bring such information to Seller’s attention in writing. During the Pre-Closing Period, if any Parent Knowledge Party becomes aware of a deterioration in the relationship with any customer of Parent listed on Schedule 5.2(b) of the Parent Disclosure Letter, it will promptly bring such information to Seller’s attention in writing and, if requested by Seller, will exert its commercially reasonable efforts to promptly restore the relationship. During the Pre-Closing Period, Seller shall not, with respect to the Business without Parent’s prior written consent: (a) take any action that would reasonably be expected to result in any breach of any representation or warranty of Seller set forth in Article 3, “Representations and Warranties of Seller”; (b) take any action which would reasonably be expected to result in a Material Adverse Change with respect to the Business as currently conducted or the Purchased Assets; (c) sell, transfer, assign, convey, lease, encumber, move, relocate or otherwise dispose of any of the Purchased Assets; (d) take any action that could reasonably be expected to result in the incurrence, creation or assumption by Seller of (i) preserve intact any Encumbrance on any of the business organization and assets of EQT GatheringPurchased Assets, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, any Liabilities or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Personmoney, in each case, that would be Asset Liabilities an Assumed Liability or (iii) any contingent Liability that affect would be an Assumed Liability as a guarantor or surety with respect to the Assetsobligations of others; (1e) Amend, waive, or modify in enter into any material respect transaction or consent to the termination of agreement or take any Material Contract or amendother action, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in each case not in the ordinary course of business consistent with past practice; (vf) Enter into amend or terminate any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the AssetsAssigned Agreement, except such Assigned Agreements that expire upon their terms; (vig) Other enter into any Contract with a customer with respect to the Purchased Assets or Business (i) that does not permit assignment of such Contract to Purchaser or Buyer, (ii) involving payments of $250,000 or more in license fees or (iii) involving payments of less than $250,000 in license fees if such Contract is on terms inconsistent with the past conduct of Seller’s business in the ordinary course, including any Contract that includes (A) material pricing discounts based on the prices that Seller has historically charged customers for similar products or services, (B) guaranteed refund rights or (C) specific performance metrics that Seller must satisfy in order to receive full payment under the Contract; provided, however, that Parent will be deemed to have consented to any such Contract in the event that either (i) Parent does not respond to Seller’s written request for approval of such Contract within five days of receiving such written request or (ii) Parent does not respond to Seller’s written request for approval of such Contract within 48 hours of receiving such written request in the event that Seller makes such written request during the last two weeks of a fiscal quarter; provided, further, that Parent will not unreasonably withhold its written consent with respect to any Contract subject to this Section 5.2(g) submitted for Parent’s approval by Seller; (h) waive or release any material right or claim with respect to the Purchased Assets or Business; (i) license any of its technology or Intellectual Property Rights, or acquire any Intellectual Property Rights or any license thereto from any third party, other than pursuant to standard non-exclusive licenses to Seller’s customers granted in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assetsbusiness; (viij) Commence or settle any Action fail to maintain its equipment and other than cash settlements assets that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating are Purchased Assets in good working condition and repair according to the Assets standards it has maintained to the date hereof, subject only to ordinary wear and that do not involve payments individually or in the aggregate in excess of $25,000tear; (viiik) With respect terminate the employment of any Business Employees, except for cause so long as prior written notice is provided to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practiceParent; (ixl) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributorsany Business Employee, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, increase or modify in any material respect the rate of remuneration or consent any other benefit or consideration (including benefits payable under Employee Plans and whether payable in cash, stock, equity securities, property or otherwise), or any other terms of employment, or grant any severance or termination pay in cash or otherwise except pursuant to the termination written agreements outstanding as of the Subco Contracts Agreement Date and as disclosed and provided to Parent and Buyer, or amendpolicies existing, waiveon the Agreement Date and as previously disclosed in writing or made available to Parent and Buyer, or adopt any new severance plan, amend or modify or consent alter in any manner any severance plan, agreement or arrangement existing on the Agreement Date hereof or grant any bonus, payment or equity-based compensation to the termination of any rights of EQT EnergyBusiness Employee (except as expressly permitted by this Agreement), EESH whether payable in cash, stock or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practicesecurities; (vm) Enter into any lease amend its Certificate of real Incorporation or personal property Bylaws in a manner inconsistent with the terms of this Agreement, the Seller Ancillary Agreement or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Businesstransactions contemplated hereby and thereby; (vin) Other than in materially change the ordinary course pricing or other material terms of business consistent with past practice, permit Seller’s products or services related to the lapse of any right relating to any material intangible asset used in the Subco Business;; or (viio) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment agree to do any of the foregoingthings described in the preceding clauses (a) through (o).

Conduct of Business Prior to the Closing. (a) Between RFG and the Sellers covenant and agree that, except as otherwise contemplated by this Agreement, as set forth in Schedule 6.1(a) of the Sellers’ Disclosure Letter, as required by applicable Law or as consented to by Purchaser in writing (which consent shall not be unreasonably conditioned, withheld or delayed), at all times from and after the date hereof through and to the Closing Date, RFG will, and will cause each other RFG Family Entity to: (i) operate its respective Business in the ordinary course consistent with past practice, including with respect to the collection of this Agreement accounts receivable and the Closing Date payment of accounts payable and other Indebtedness, obligations and Liabilities when due (except for those disputed in good faith); and (ii) use commercially reasonable efforts to: (A) preserve in all material respects its present business operations, organization and goodwill, including the Assets, and (B) preserve in all material respects the present relationships which it has with its vendors, customers, suppliers, Employees, contractors, regulators and other Persons having business relationships with it. (b) Without limiting the generality of the Asset Contributionforegoing, unless EQM shall from the date hereof until the Closing Date, except as otherwise agree contemplated by this Agreement, as set forth in Schedule 6.1(b) of the Sellers’ Disclosure Letter, as required by applicable Law or as consented to by Purchaser in writing (which consent shall not be unreasonably conditioned, withheld or delayed), each RFG Family Entity shall, and RFG and the Sellers shall cause each RFG Family Entity to, except as otherwise contemplated by this Agreement or as required by applicable Law or as consented to by Purchaser in writing (which consent shall not be unreasonably conditioned, withheld or delayed): (i) maintain its legal existence and preserve and maintain all Permits required for the Asset Disclosure Schedules, EQT Gathering hereby agrees that conduct of the Business as currently conducted or the ownership and operation use of the Assets; (ii) maintain the books and records of the RFG Family Entities in accordance with past practice; and (iii) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Assets. (c) Each of the RFG Family Entities and each Seller covenants and agrees that, except (1) as otherwise contemplated by this Agreement, (2) as set forth in Schedule 6.1(c) of the Sellers’ Disclosure Letter, (3) as required by applicable Law, or (4) as consented to by Purchaser in writing (which consent shall not be unreasonably conditioned, withheld or delayed), at all times from and after the date hereof, through and to the Closing Date, it shall not, directly or indirectly: (i) acquire (by merger, consolidation, a joint venture, acquisition of stock or assets or other business combination) any corporation, partnership, other business entity, property, plant, facility, furniture, equipment or other asset, or make or commit to make any capital expenditure or expenditures, except as set forth in the Capital Expenditure Plan; (ii) sell, lease, license, transfer, encumber, pledge or dispose of any Assets shall be conducted only (including by way of merger, consolidation, assets sale formation of a joint venture or other business combination) except in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assetspractices; (iii) Incur make any Indebtedness for borrowed money loans, advances or issue any debt securities or assume, guarantee or endorsecapital contributions to, or otherwise become responsible for, the obligations of investments in any Person, other than intercompany loans made by the RFG Family Entities to any of the other RFG Family Entities; (iv) cancel, compromise, terminate or amend any Material Contract, or waive any material rights thereunder in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into take any lease action outside the ordinary course of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assetsbusiness, consistent with past practice; (vi) Other than in incur any Indebtedness for borrowed money, issue any debt securities or assume, guarantee or endorse the ordinary course of business consistent with past practice, permit the lapse obligations of any right relating to Intellectual Property Assets other Person or otherwise enter into any other material intangible asset used in the business of the AssetsOff Balance Sheet Arrangements; (vii) Commence Issue, deliver, grant, encumber, pledge, or settle sell or authorize or propose the issuance, delivery, grant, encumbrance, pledge or sale of, or purchase or propose the purchase of, any Action other than cash settlements that do not involve any covenants Securities or other agreements limiting the activities Contracts of EQT Gathering relating any character obligating it to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000issue any such Securities; (viii) With Declare, set aside, set a record date with respect to to, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its Securities; split, combine or reclassify any of its capital stock or issue or authorize the Assetsissuance of any other Securities in respect of, accelerate the collection in lieu of or discount in substitution for shares of its capital stock or any accounts receivableof its other Securities; purchase, delay the payment of accounts payable or defer expensesrepurchase, reduce inventories redeem or otherwise acquire, directly or indirectly, any of its Securities; or adopt any resolution, plan or arrangement for liquidation, dissolution or winding-up; (ix) adopt, enter into, or increase cash benefits under any Employee Plan (or any plan that would be an Employee Plan if in effect on handthe date hereof) or grant or agree to grant any increase in the wages, salary, bonus or other compensation, remuneration or benefits (including severance or termination pay) of any executive-level Employee of any RFG Family Entity, except, in each case, in the ordinary course of business, consistent with past practice, or as required under applicable Law or any existing Employee Plan, take any action that would constitute a “mass lay-off” a “mass termination,” or a “plant closing,” or which would otherwise trigger notice requirements under any applicable Law concerning reductions in force, such as the WARN Act or any similar Law in any applicable jurisdiction, except as required by applicable Law, existing Employee Plans or in the ordinary course of business consistent with past practice; (ixx) Take change any actionplan administrator of any Employee Plan, except as required under applicable Law; (xi) make any change in any of its present accounting methods and practices, except as required by changes in GAAP or applicable Law; (xii) amend, adopt or effect any change to the Organizational Documents of any RFG Family Entity; (xiii) cancel or terminate its current Insurance Policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (xiv) enter into any Contract that would be a Material Contract other than those Material Contracts that are a renewal of an existing contract entered into in the ordinary course of business; (xv) settle any pending or threatened Action that any RFG Family Entity would be required to disclose in the Sellers’ Disclosure Letter or otherwise cancel, compromise or settle any material claim, or intentionally waive or release any material rights of any RFG Family Entity; (xvi) make or change any material non-income Tax election, change an annual accounting period, file any material amended non-income Tax Return, enter into any material closing agreement, settle any material non-income Tax claim or assessment, surrender any material right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any non-income Tax claim or assessment, fail to timely file any non-income Tax Return or timely pay any non-income Tax (in each case, taking into account any valid extensions); (xvii) give any material consent or exercise any material option under any Real Property Lease or acquire any Owned Real Property, except for any alteration that is in progress as of the date hereof; (xviii) take any action, action that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effectmake any of the representations or warranties contained in this Agreement untrue or incorrect or prevent RFG or the Sellers from performing or cause RFG or any of the Sellers not to perform one or more covenants required hereunder to be performed by RFG or the Sellers; and (xxix) Announce an intention, enter into any formal agree or informal agreement, or otherwise make a commitment commit to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree whether in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingotherwise.

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and the Closing Date Each of the Asset ContributionSellers covenants and agrees that, unless EQM shall otherwise agree except as set forth in writing and except Section 5.01(a) of the Disclosure Schedule or as otherwise contemplated by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitationAgreement, between the date of this Agreement and the Closing Date time of the Asset ContributionClosing, the Sellers shall, and shall cause the Mexican Subsidiaries to, conduct the Business only in its ordinary course consistent with past practice. Without limiting the generality of the foregoing, except as required set forth in Section 5.01(a) of the Disclosure Schedule or as otherwise contemplated by Applicable Lawthis Agreement, EQT Gathering the Sellers shall, and shall cause the Mexican Subsidiaries to, use its or their reasonable best efforts to (i) keep available the services of the key employees of the Business, (ii) maintain and preserve the Business and Real Property intact in all material respects and maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having business relationships with the Business, (iii) continue in full force and effect without material modification the insurance policies referred to in Section 3.20 of the Disclosure Schedule and (iv) continue its current program of capital expenditures in the ordinary course of business. Notwithstanding the foregoing, nothing in this Section 5.01 shall prohibit or otherwise restrict in any way the operation of the business of the Sellers, excluding the conduct of the Business by the Mexican Subsidiaries and the Asset Sellers. (b) Each of the Sellers covenants and agrees that, except as set forth in Section 5.01(b) of the Disclosure Schedule or as otherwise contemplated by this Agreement, between the dates of this Agreement and the time of Closing, the Sellers shall not doand shall cause the Mexican Subsidiaries not to, or propose to do, directly or indirectly, any of the following without the prior written consent of EQMthe Purchaser, which consent shall not be unreasonably withheld, conditioned withheld or delayed, do the following: (i) Enter into permit or allow any joint ventureof the material assets or properties (whether tangible or intangible) forming part of the Business to be subjected to any Encumbrance, strategic alliance, exclusive dealing, noncompetition other than Permitted Encumbrances and Encumbrances that will be released at or similar contract or arrangement that affects prior to the AssetsClosing; (ii) Sellsell, pledgetransfer, distribute (lease, sublease, license or declare a distribution with respect to), dividend (or declare a dividend with respect to), otherwise dispose of any properties or otherwise subject to any Lien (assets of the Business for an amount individually in excess of U.S.$ 200,000 other than a Permitted Lien) its interest the sale of Inventories in the Assetsordinary course of the Business substantially consistent with past practice; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in make any material respect or consent to changes in the termination customary methods of any Material Contract or amendoperations of the Business, waiveincluding, modify or consent to the termination of any rights of EQT Gathering thereunderwithout limitation, practices and (2) Enter into any Contract policies relating to the Assets manufacturing, purchasing, Inventories, marketing, shipping and distribution, selling and pricing other than in the ordinary course of business the Business substantially consistent with past practice; (viv) Enter into make any lease loan to, guarantee any Indebtedness of, or otherwise incur any Indebtedness on behalf of, any Person in connection with the Business, in each case in excess of real U.S.$ 200,000 individually or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year U.S.$ 1,000,000 in any single case which relates to the Assetsaggregate; (viv) Other grant or announce any increase in the wages, salaries, compensation, bonuses, incentives, pension, severance or other benefits payable to any Business Employee, other than as required by Law, pursuant to any collective bargaining agreement or Plan, or other increases in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business Business consistent with past practice; (ixvi) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco BusinessMexican Subsidiaries, merge with, enter into a consolidation with or acquire an interest in any Person or acquire a substantial portion of the assets or business of any Person or any division or line of business thereof, or otherwise acquire any material assets or amend its charter or bylaws; (vii) with distributorsissue or sell any capital stock or other equity securities, customersphantom stock rights, suppliers and stock appreciation rights, or any option, warrant or other Persons with which either right to acquire the same, of, or any other equity interest in, the Mexican Subsidiaries; (viii) change any method of EQT Energy accounting practice or EESH has significant business relations. By way of amplification and not limitation, between policy used by the date of this Agreement and Sellers related to the Closing Date for the Subco Assignment, except Business other than such changes as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco InterestsGAAP; (iiix) Sellamend, pledgeterminate, distribute (cancel or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in compromise any material respect or consent to the termination claims of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract Sellers relating to the Subco Business or waived any other rights of substantial value to the Seller relating to the Business other than in the ordinary course of business consistent with past practicebusiness; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intentionwith respect to the Mexican Subsidiaries, enter into make any formal material Tax election (except for any election made in accordance with past practice or informal as otherwise required by applicable Tax Law); (xi) make any material change to the Union Pension Plan, other than as required by Law or a collective bargaining agreement, ; or (xii) change in any material respect the timing of payment of payables or otherwise make a commitment the collection of receivables. (c) Sellers shall use reasonable best efforts to do any resolve the matter described in item 19 to Section 3.11 of the foregoingDisclosure Schedule on a final basis reasonably satisfactory to Purchaser.

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and the earlier of the Closing Date and the termination of this Agreement pursuant to Section 9, except as set forth on Section 5.1 of the Asset ContributionDisclosure Schedules, unless EQM shall otherwise agree in writing and except as otherwise required or contemplated by this Agreement or any Ancillary Agreement, as required by applicable Law (including COVID-19 Measures) or any Specified Contract, or consented to by Purchaser in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall use commercially reasonable efforts to cause the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall Specified Business to be conducted only in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve substantially intact the business organization Specified Business; and assets of EQT Gathering, (ii) keep available maintain satisfactory relationships with its material suppliers and other Third Parties with which the services Specified Business have significant business relations; provided, however, that Seller shall be under no obligation to enter into any agreements (other than those expressly contemplated by this Agreement) in order to comply with the foregoing. It is acknowledged and agreed that any reasonable COVID-19 Measure adopted in good faith by Seller in response to the effects of COVID-19 will not be deemed to violate or breach the current officers and consultants of EQT Gatheringforegoing obligations; provided, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely further, however, that that no action taken by Seller or its Specified Affiliates with respect to the Assetsmatters explicitly permitted by an exception to any of Section 5.1(a) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relationsthrough (f) will be a breach of this sentence. By way of amplification In furtherance and not limitationin limitation of the foregoing, between the date of this Agreement and the Closing Date Date, neither Seller nor any of the Asset Contribution, except as required by Applicable Law, EQT Gathering Specified Affiliates shall not do, do or propose to do, directly or indirectly, any of the following in connection with the Specified Business or the Purchased Assets except as set forth on Section 5.1 of the Disclosure Schedule, as otherwise required by this Agreement or any Ancillary Agreement, as required by applicable Law (including COVID-19 Measures) or any Specified Contract, without the prior written consent of EQM, Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed:): (ia) Enter into any joint ventureissue, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sellsell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien Encumbrance (other than a Permitted LienEncumbrances) its interest any Purchased Assets (other than Products sold or disposed of in the Assetsordinary course of business and non-exclusive licenses granted to Third Party service providers of Seller or its subsidiaries in connection with provision of services in the ordinary course of business); (iiib) Incur any Indebtedness for borrowed money or issue any debt securities or assumeenter into, guarantee or endorseamend, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of of, or waive any material right under, any Material Contract that is, or would be, a Specified Contract, or amend, waive, modify or consent to the termination of Seller’s rights thereunder; provided, that Seller shall be permitted to enter into, amend, modify, extend, renew or terminate any rights Material Contract (or series of EQT Gathering thereunderrelated Material Contracts) of the type or in the categories set forth on Section 5.1(b) of the Disclosure Schedules in the ordinary course of business; (c) other than as permitted in clause (b), and (2) Enter into cancel, compromise, waive or release any Contract material right, claim or Action relating to the Specified Business or the Purchased Assets; (d) permit the lapse of any existing policy of insurance relating to the Specified Business or the Purchased Assets without the purchase of a substantially similar policy; (e) commence or settle any Action relating to the Specified Business, the Purchased Assets or the Assumed Liabilities other than good-faith disputes in the ordinary course of business; (f) permit the lapse of any patent, patent application, Domain Name or trademark registration or application that constitutes Owned Product IP without first filing a substitute therefor; (g) (i) delay the payment of any amounts owed to Transferring Employees, contractual obligations, accounts payable or other similar liabilities that would otherwise become Assumed Liabilities or (ii) reduce inventories other than sales of Product inventory in the ordinary course of business; (h) (i) make, revoke or change any Tax election or method of accounting with respect to Taxes, (ii) file any Return (other than in the ordinary course of business and consistent with past practice; practice and applicable Law) or amend any Return, (iii) enter into any closing agreement, (iv) commence, settle or compromise any Tax claim or assessment, (v) Enter into consent to any lease extension or waiver of real the limitation period applicable to any claim or personal property assessment with respect to Taxes (other than extensions or any renewals thereof involving a term waivers resulting from extensions of more than one year or rental obligation exceeding $100,000 per year in any single case which relates time to the Assets; (vi) Other than file Returns that are routinely granted in the ordinary course of business consistent business), (vi) grant any power of attorney with past practicerespect to Taxes, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence enter into any Tax allocation, sharing, indemnity or settle any Action other than cash settlements that do not involve any covenants similar agreement or other agreements limiting the activities of EQT Gathering relating arrangement; in each case to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would extent such action could reasonably be expected to have a Gathering System Material Adverse Effectadversely affect the Purchaser, the Specified Business, or the Purchased Assets or increase the amount of any Assumed Liabilities; andor (xi) Announce announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between . Notwithstanding the date of this Agreement and the Closing Date for the Subco Assignmentforegoing, unless EQM nothing contained herein shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts give to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to doPurchaser, directly or indirectly, any rights to control or direct the operations of Seller prior to the following without Closing, and nothing contained in this Agreement is intended to give Seller, directly or indirectly, the prior written consent right to control or direct Purchaser’s operations. Prior to the Closing, each of EQMPurchaser and Seller shall exercise, which consistent with the terms and conditions hereof, complete control and supervision of its respective operations. Purchaser’s consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment required to do any of the foregoingforegoing if Seller reasonably believes that obtaining such consent may violate applicable Law.

Conduct of Business Prior to the Closing. (a) Between During the period from the date of this Agreement and continuing until the Closing Date of the Asset ContributionClosing, unless EQM shall otherwise agree in writing and except as otherwise contemplated by expressly provided for in this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation as set forth on Schedule 4.3(a) of the Assets shall be conducted only in Disclosure Letter and except for actions necessary to consummate the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT GatheringRestructuring, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering extent that Buyer otherwise shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned) or as required by applicable Legal Requirements, Parent (to the extent related to the Business) shall, and shall cause the Sellers (to the extent related to the Business) and the Transferred Companies to: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects conduct the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest Business in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any all material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than respects in the ordinary course of business consistent with past practice; (vii) Enter into any lease use commercially reasonable efforts to preserve the present business operations and organization (including Key Employees) of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the AssetsTransferred Companies; (viiii) Other than use commercially reasonable efforts to preserve the present relationships with Persons having material business dealings with the Transferred Companies (including material customers and suppliers); (iv) use commercially reasonable efforts to maintain the books and records of the Transferred Companies consistent with past practice; (v) manage Working Capital in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used taking into account historical fluctuations in the business Working Capital of the AssetsBusiness; (vi) use commercially reasonable efforts to continue to maintain insurance in respect of the Transferred Companies and the Business Assets consistent with past practice; and (vii) Commence or settle any Action make and pay all Capital Expenditures in respect of the Business (other than cash settlements that do in respect of the Augusta Facility, which is governed by Section 4.27) in accordance with the Capex Plan, except for reasonable deviations not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to 10% from the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingCapex Plan. (b) Between Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the Closing Date for the Subco AssignmentClosing, unless EQM shall otherwise agree in writing and except as otherwise contemplated by expressly provided for in this Agreement or as set forth on Schedule 4.3(b) of the Subco Disclosure SchedulesLetter and except for actions necessary to consummate the Restructuring, EQT Energy to the extent that Buyer otherwise shall consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) or as required by applicable Legal Requirements, Parent (to the extent related to the Business) shall not, and EESHshall not permit any of the Sellers (to the extent related to the Business) or Transferred Companies to, as applicabledo any of the following: (i) amend any of the Governing Documents of any Transferred Company or propose or consent to any amendments to the Governing Documents of the Non-Controlled Companies; (ii) (A) issue (1) additional shares of capital stock or other Equity Interests of any Transferred Company, hereby agree or (2) any “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, arrangements or undertakings to which any Transferred Company is a party or by which any of them is bound (x) obligating any Transferred Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Interests or (y) that give any Person the right to receive any economic or governance benefit or right similar to or derived from the economic or governance benefits and rights accruing to holders of the Shares of the Transferred Companies; or (B) sell, transfer, grant, or dispose of, any Shares, any Subsidiary Shares or Minority Interests or any other Equity Interests of or other ownership interests in, any Transferred Company; (iii) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of any Transferred Company or amend the terms of any outstanding securities of any Transferred Company or propose or consent to any recapitalization, reclassification, stock split, combination or like change in the capitalization of any Non-Controlled Company or amend the terms of any outstanding securities of any Non-Controlled Company; (iv) acquire any Assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any Business Assets, except that the ownership and operation of the Subco Business foregoing shall be conducted only not apply to any such acquisition or disposition (A) in the ordinary course of business consistent with past practice; and EQT Energy and EESH(B) as contemplated by the Capex Plan or the Augusta Spending Benchmarks; or (C) involving consideration, as applicableindividually or in the aggregate, shall use commercially reasonable efforts not exceeding $5.0 million; (v) fail to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributorsmake any requisite filings, customersrenewals, suppliers recordings, payments, and other Persons acts with which either applicable patent, trademark and copyright offices in applicable jurisdictions to maintain and protect its interest in the Intellectual Property or dispose of EQT Energy or EESH has significant business relations. By way abandon any Intellectual Property, except where the failure to take action or disposing of amplification and not limitation, between or abandoning such Intellectual Property is in the ordinary course of business. (vi) except as pursuant to Benefit Plans or Contracts existing as of the date of this Agreement and the Closing Date for the Subco AssignmentAgreement, except or as required by Applicable Lawapplicable Legal Requirements or Collective Bargaining Agreements, neither EQT Energy nor EESH(A) increase the salary or other compensation of any Business Employee or consultant, as applicableexcept for any such increases in the ordinary course of business consistent with past practice; (B) grant any bonus, shall dobenefit direct or indirect extraordinary compensation to any Business Employee or consultant, except for any such grants in the ordinary course of business consistent with past practice; (C) increase the coverage or propose to do, directly or indirectly, benefits available under any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of create any new) Benefit Plan (other than pursuant to the Subco Contributionany Transferred Company Benefit Plan) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; ; or (vD) Enter enter into any lease of real employment agreement with any Business Employee (or personal property or amend any renewals thereof involving such agreement to which any Transferred Company is a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (viparty) Other other than in the ordinary course of business consistent with past practice; or (E) plan, permit announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program concerning the lapse termination of any right relating to any material intangible asset used in employment of the Subco BusinessBusiness Employees; (vii) Commence adopt, terminate or settle amend any Action Transferred Company Benefit Plan or plan that would be a Transferred Company Benefit Plan if in effect on the date hereof other than cash settlements (w) a termination, amendment or adoption made in the ordinary course of business consistent with past practice that do does not involve materially increase the cost to any covenants Transferred Company Benefit Plan, (x) as required by Benefit Plans or Business Agreements, in each case, as in effect as of the date of this Agreement, or any collective bargaining agreements or any other agreements limiting with any labor unions or works council as in effect on the activities date hereof or as entered into or amended consistent with the terms of EQT Energythis Agreement, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000(y) as required by applicable Legal Requirements; (viii) With enter into, modify or terminate any Collective Bargaining Agreement through negotiation or otherwise, except for (A) as set forth on Schedule 4.3(b)(viii) of the Disclosure Letter, (B) any amendment to the wage tariff rates under any Collective Bargaining Agreement with works council applicable to Business Employees located in Germany represented by the Industry Trade Union for Mining, Chemicals and Energy (the “IGBCE”) that has been agreed to by the IGBCE and the Bundesarbeitgeberverband Chemie e.V. (BACV), (C) any amendment that does not increase the aggregate employee costs of a site, including termination costs, by more than 2% of such costs on the date of this Agreement, and (D) amendments to other Collective Bargaining Agreements regarding wage tariffs generally consistent with the wage tariffs paid by chemical companies operating in the countries in which the Business operates provided no amendment shall be for a term exceeding twelve (12) months; (ix) terminate the employment of any Business Employee unless in the ordinary course of business; (x) hire, retain or transfer the employment of any individual who would be a Business Employee or consultant in respect of a Transferred Company unless in the ordinary course of business; provided, however, that no transfer of Business Employees shall (A) increase the salary or other compensation of any such Business Employee (except to the extent that any such increases do not materially increase the total salary and other compensation for such group as a whole), (B) result in the grant of any material bonus, benefit direct or indirect extraordinary compensation to such Business Employee, (C) result in a material increase in the coverage or benefits available to such Business Employee under any Benefit Plan (other than any Transferred Company Benefit Plan), or (D) enhance in any material way such Business Employee’s rights on termination or expiration of their employment agreements; (xi) make any material change in any accounting method or practice with respect to the Subco Business, accelerate except as may be required by relevant accounting regulatory and rule making bodies; (xii) declare, set aside or pay any non-cash dividend or distribution in respect of any Equity Interest of any Transferred Company, or purchase, redeem or acquire any Equity Interest of any Transferred Company; (xiii) subject to any Encumbrance (other than Permitted Encumbrances) any Shares or material Business Assets, which Encumbrance shall not be released or satisfied prior to the Closing; (xiv) make any loan, advance or capital contribution to, or other investment in, any other Person, except for any such investments (A) in the ordinary course of business consistent with past practice; (B) as required by the Augusta Spending Benchmarks or the Capex Plan; (C) to Xxxxxxxxxx Pigments Oy’s Pension Fund in accordance with applicable Legal Requirements; (D) involving amounts, individually or in the aggregate, not exceeding $5.0 million; or (E) as required by the Governing Documents of any Transferred Company or Non-Controlled Company; (xv) except for Indebtedness incurred by Parent or its Affiliates (other than the Transferred Companies), incur or assume any Third-Party Indebtedness exceeding $5.0 million in the aggregate; (xvi) adopt any plan of reorganization, liquidation or dissolution, file a petition in bankruptcy or consent to the filing of a bankruptcy petition in respect of any Transferred Company; (xvii) change any Transferred Company’s discount, allowance or return policies or grant any discount, allowance or return terms for any customer or supplier other than in the ordinary course of business; (xviii) make or enter into any Business Agreement that would be a Material Contract or Lease, other than any Business Agreement made or entered into in the ordinary course of business or as contemplated by the Augusta Spending Benchmarks or the Capex Plan; provided, however, that notwithstanding the foregoing, no Transferred Company shall make or enter into (A) any Take or Pay Agreement or (B) any Business Agreement that would be a Material Contract and is not terminable by the relevant Transferred Company without penalty on twelve (12) months’ or less notice; (xix) terminate, restate, or in any respect, amend, supplement or waive, any rights under any Material Contract, Lease or Permit, except for any such amendments, supplements or waivers in the ordinary course of business or that individually would not reasonably be expected to have an adverse impact on the Business in excess of $2.5 million; provided, however, that notwithstanding the foregoing, no Transferred Company shall restate, or in any respect, amend, supplement or waive, any rights under any Take or Pay Agreement with respect to “take or pay” or similar requirements thereunder or the term thereof; (xx) settle, release or compromise any pending or threatened Proceeding or claim for an amount that would, individually or in the aggregate, reasonably be expected to be greater than $500,000; (xxi) enter into or agree to enter into any merger or consolidation of any Transferred Company with any Entity, engage in any new material line of business or invest in, make a capital contribution to, or otherwise acquire the securities, of any other Entity; (xxii) enter into any Contract that restrains, restricts or limits the ability of any Transferred Company or the Business to compete with or conduct any business or line of business in any geographic area; (xxiii) change or modify its credit, collection or payment policies, procedures or practices, including acceleration of collections or discount any accounts receivable, receivables (whether or not past due) or fail to pay or delay the payment of accounts payable payables or defer expensesother liabilities, reduce inventories or otherwise increase cash on handengage in any other material discount activity, exceptdeferred revenue activity or inventory overstocking or understocking activity, in each case, in the ordinary course of business consistent with past practicebusiness; (ixA) Take make a material change in its Tax accounting methods; (B) change or rescind any actionmaterial election in respect of Taxes, other than U.S. federal Income Tax entity classification elections with respect to Transferred Companies (other than U.S. Transferred Companies) consistent with Schedule 2.7(o) of the Disclosure Letter; (C) amend any material Tax Return; or intentionally fail to take (D) settle any actionmaterial claim or assessment in respect of Taxes, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would each case, which could reasonably be expected to have a Subco Material Adverse Effectincrease the Tax liability of any Transferred Company for any taxable period beginning after the Closing Date; andor (xxxv) Announce an intentiontransfer the manufacturing or production of any titanium dioxide product from one site to another site; (xxvi) terminate, enter into restate, amend, supplement or waive any formal rights under any of the Xxxxxxxxxx Agreements or informal agreementXxxxxxxxxx Guarantees; or (xxvii) authorize or agree, whether in writing or otherwise make a commitment otherwise, to do any of the foregoing. Notwithstanding any provision of this Agreement, the Transferred Companies may distribute some or all of their cash and cash equivalents to their holders of Equity Interests and take such actions as may be required to effect the foregoing, and at or prior to the Closing, Sellers may continue to manage the Transferred Companies’ cash through intercompany accounts and cash management arrangements consistent with past practices.

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and the Closing Date of the Asset ContributionDate, unless EQM the Buyer shall otherwise agree in writing and except as otherwise contemplated by this Agreement or writing, the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets Business shall be conducted only in the ordinary course of business consistent with past practice; business, and EQT Gathering the Sellers shall use their commercially reasonable efforts to (i) preserve intact the material business organization relationships with customers, suppliers, distributors and assets of EQT Gathering, (ii) keep available others with whom the services Sellers deal in connection with the conduct of the current officers and consultants Business in the ordinary course. Without limiting the generality of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitationforegoing, between the date of this Agreement and the Closing Date of the Asset ContributionDate, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, the Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed), the Sellers, in connection with the Business, and the SLP Subsidiary, shall not: (i) Enter into any joint venturesell, strategic alliancetransfer, exclusive dealing, noncompetition encumber or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), otherwise dispose of any Transferred Assets or otherwise subject to SLP Subsidiary Assets or any Lien (interest therein, other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money Inventory sold or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations disposed of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (vii) Enter into acquire any lease of real corporation, partnership, limited liability company, or personal property other business organization or division thereof or acquire any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other assets other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assetsbusiness; (viiiii) Commence amend or settle modify the Charter Documents of the SLP Subsidiary; (iv) make any Action other than cash settlements that do not involve changes in the authorized or issued shares or equity of the SLP Subsidiary or otherwise declare or pay any covenants dividend or other agreements limiting distribution in respect of the activities shares or other equity of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate SLP Subsidiary; (v) incur any third-party indebtedness for borrowed money in excess of $25,00050,000 individually or $100,000 in the aggregate; (viiivi) With respect enter into any contract, agreement or arrangement that would be a Material Contract if entered into prior to the Assetsdate hereof, accelerate the collection of other than any such contracts, agreements or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, arrangements entered into in the ordinary course of business consistent (including contracts, agreements or arrangements with past practicecustomers, vendors or clients); (ixvii) Take terminate any Material Contract or cancel, modify, or waive any debts or claims of the Business or waive any rights material to the Business; (viii) take any action, or intentionally fail to take any action, that any such Seller or the SLP Subsidiary was aware at such time would result in be reasonably likely to cause a material breach of or default under any covenant made by EQT Gathering in Material Contract; (ix) mortgage, pledge, grant a security interest in, or otherwise allow any Encumbrance (other than Permitted Encumbrances) to be imposed on any Transferred Contract Asset or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; andSLP Subsidiary Asset; (x) Announce an intentionauthorize, or make any commitment with respect to, any single capital expenditure that is in excess of $25,000 or capital expenditures that are, in the aggregate, in excess of $50,000 for the Business taken as a whole; (xi) fail to exercise any rights of renewal with respect to any Leased Real Property that by its terms would otherwise expire; (xii) grant or announce any increase in the salaries, bonuses or other benefits payable to any Business Employees, other than as required by Law, pursuant to any plans, programs or agreements existing on the date hereof or other ordinary increases consistent with the past practices of the Sellers; (xiii) make any change in any method of accounting or accounting practice or policy, except as required by GAAP; or (xiv) enter into any formal or informal agreement, or otherwise make a commitment agreement to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect . Notwithstanding anything to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitationcontrary contained herein, between the date of this Agreement and the Closing Date for Date, the Subco AssignmentSLP Subsidiary shall sell, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, transfer or propose to do, directly or indirectly, any otherwise dispose of its equity interest in the each of the following without the prior written consent of EQMShare Sellers and take such actions as are necessary or advisable to effectuate such sale, which consent shall not be unreasonably withheld, conditioned transfer or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingdisposition.

Conduct of Business Prior to the Closing. (a) Between During the period from the date of this Agreement and to the Closing Date Date, the Seller will operate the West Virginia Gas Distribution Business in the usual, regular and ordinary course consistent with good industry practice and shall use all commercially reasonable efforts to preserve intact the West Virginia Gas Distribution Business and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with such business. Without limiting the generality of the Asset Contributionforegoing, unless EQM shall otherwise agree in writing and and, except as contemplated in this Agreement, prior to the Closing Date, without the prior written consent of the Buyer (which shall not be unreasonably withheld or delayed), the Seller will not, and will not permit the Company to: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness that does not create an Encumbrance on the Related Assets or any assets of the Company not discharged at or prior to Closing, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) if such would be an Assumed Obligation, assume, guarantee, endorse or otherwise contemplated become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person other than the Company and its Subsidiaries; (ii) make any material change in the levels of fuel inventory and stores inventory customarily maintained (taking into account seasonal variation) by the Seller with respect to the Related Assets, other than consistent with good industry practice; (iii) sell, lease (as lessor), transfer or otherwise dispose of any of the Related Assets, other than assets used, consumed or replaced in the ordinary course of business consistent with good industry practice; (iv) terminate or extend or otherwise amend (x) any contract to the extent any such extension or amendment would require such contract to be disclosed pursuant to Section 5.19(a) or (y) any Contract, except in each case as permitted pursuant to Section 7.1(a)(xiii); (v) execute, enter into, terminate or otherwise amend (x) any of the Permits or Environmental Permits, other than routine renewals or non-material modifications or amendments or (y) any other agreement, order, decree or judgment relating to the current or any new Permits or Environmental Permits; (vi) (x) amend or cancel any liability or casualty insurance policies related thereto or (y) fail to maintain, to the extent commercially reasonable to do so, by self insurance or with financially responsible insurance companies, insurance in such amounts and against such risks and losses as was in place as of the date of this Agreement for such assets; (vii) enter into any commitment or the Asset Disclosure Schedulescontract for goods or services not addressed in clauses (i) through (vi) above that will be delivered or provided after December 31, EQT Gathering hereby agrees 2004 or such other date that the ownership and operation parties mutually agree to be a date by which the Closing is expected to occur, in an amount greater than $1,000,000, except as permitted pursuant to Section 7.1(a)(xiii); (viii) amend the Company’s Certificate of Incorporation or By-laws in any manner adverse to Buyer; (ix) (x) issue, sell, pledge or dispose of any new capital stock in the Company or any of the Assets shall Company’s Subsidiaries to any third party or encumber capital stock of the Company or any of the Company’s Subsidiaries except for an Encumbrance that is to be conducted only discharged at or prior to the Closing, (y) grant any stock option, warrant or other right to purchase capital stock of the Company or any of the Company’s Subsidiaries or (z) issue any security convertible into capital stock of the Company or any stock option, warrant or other right to purchase capital stock of the Company or any of the Company’s Subsidiaries; (x) permit the Company or any of its Subsidiaries to acquire (including by merger, consolidation or acquisition of stock or assets), or make a material investment in, any Person or any division thereof or material portion of the assets thereof; (xi) liquidate, dissolve or wind up the Company; (xii) amend the terms of any Expiring Contract so that it continues in force and effect beyond the Closing Date, except as permitted pursuant to Section 7.1(a)(xiii); (xiii) enter into any contract or commitment for the procurement of natural gas to or transportation of natural gas in respect of the West Virginia Gas Distribution Business having a term of longer than 12 months and a purchase price commitment in excess of $5,000,000; (xiv) make any change in the compensation payable or to become payable to any of the officers, employees, agents or consultants of the Company (other than normal recurring increases in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts practice in wages payable to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services employees who are not officers of the current officers and consultants of EQT Gathering, (iiiCompany) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect or to Persons providing management services to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not doCompany, or propose to doenter into or amend any employment, directly collective bargaining, severance, consulting, termination or indirectlyother agreement with, or employee benefit plan for, or make any loan or advance to, any of the following without officers, employees, Affiliates, agents or consultants of the prior written consent Company or make any change in its existing borrowing or lending arrangements for or on behalf of EQMany of such Persons pursuant to an employee benefit plan or otherwise, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects other than travel and entertainment advances made in the Assetsordinary course of business and consistent with past practice; (iixv) Selldeclare, pledgeset aside or pay any dividend or other distribution payable in cash, distribute (stock or declare a distribution property with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien shares of any class or series of the Company’s capital stock; (xvi) modify, amend or terminate any contracts or licenses material to the West Virginia Gas Distribution Business or waive, release or assign any rights or claims material to the West Virginia Gas Distribution Business, except in the ordinary course of business and consistent with past practice; (xvii) (A) incur or assume any long-term debt payable to any Person, or incur or assume any short-term debt payable to any Person (other than a Permitted LienAffiliates of the Company) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (B) pay, repay, discharge, purchase, repurchase or satisfy any indebtedness issued or guaranteed by the West Virginia Gas Distribution Business, except as required by the terms thereof and except for payments of any or all Affiliate Short-Term Liabilities and Affiliate Long-Term Liabilities; (C) modify the terms of any indebtedness or other liability; (D) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (E) enter into any “keep well” or other agreement to maintain the financial statement condition of any Person; (F) make any loans, advances or capital contributions to, or investments in, any other Person; (G) enter into any material commitment or transaction (including any capital expenditure or purchase, sale or lease of assets or real estate); (H) write down the value of any inventory or write off as uncollectible any notes or accounts receivable; (I) make any optional pre-payment with respect to the Company Notes; or (J) make any change to any banking or safe deposit box arrangements in effect on the date hereof; (vxviii) Enter (A) change any financial or material Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke, or amend any material Tax election, (C) file any material amended Tax Return or claim for refund, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any lease of real closing agreement affecting any material Tax liability or personal property refund, or (F) settle or compromise any renewals thereof involving a term of more than one year material Tax liability or rental obligation exceeding $100,000 per year in any single case which relates to the Assetsrefund; (vixix) Other than in the ordinary course of business consistent with past practice, permit the lapse of make any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate Expansion Capital Expenditure in excess of $25,000;110% of the amounts provided for Expansion Capital Expenditures in the 2004 Capital Budget or any Additional Capital Budget; or (viiixx) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal written or informal oral contract, agreement, commitment or otherwise make a commitment arrangement with respect to do any of the foregoingmatters described in the foregoing paragraphs (i) through (xviii). (b) Between Without limiting the generality of Section 7.1(a), from the date hereof through the Closing Date, Seller shall, and Seller shall cause the Company to, maintain the properties and assets comprising the West Virginia Gas Distribution Business consistent with past practices and in accordance with the 2004 Capital Budget and any Additional Capital Budget adopted after the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingAgreement.

Conduct of Business Prior to the Closing. (a) Between BSC covenants and agrees that between the date of this Agreement hereof and the Closing Date of Closing, BSC shall, and shall cause each Seller to: (i) conduct the Asset Contribution, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only Business in the ordinary course of business consistent with past practice; and EQT Gathering shall practice in all material respects; (ii) use commercially reasonable efforts to preserve intact in all material respects the business organization of the Business; and (iii) use commercially reasonable efforts to preserve the goodwill and relationships with customers, distributors, sales agents, suppliers, licensees and licensors and others having business dealings with the Business. (b) BSC covenants and agrees that between the date hereof and the Closing (or in the case of clause (i) preserve intact below, between the business organization date hereof and assets the Deferred Closing Date for the Deferred Assets, or in the case of EQT Gatheringclauses (xiii) and (xiv) below, between the date hereof and the Deferred Closing Date, or in the case of clauses (ii) keep available the services of the current officers and consultants of EQT Gathering), (iii) preserve intact the Assets and (ivvii) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitationbelow, between the date of this Agreement hereof and the Closing Date of for the Asset ContributionClosing Transfer Employees and between the Closing Date and the applicable Employee Transfer Date for the Cork Transfer Employees, except as required by Applicable Lawthe Fremont Transfer Employees, EQT Gathering shall not dothe West Valley Transfer Employees, or propose to do, directly or indirectly, any of the following Deferred Closing Transfer Employees and the Delayed Transfer Employees) without the prior written consent of EQM, which the Purchaser (such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), BSC will not, and will not permit the Sellers to, with respect to the Business: (i) Enter into sell, lease, transfer or otherwise dispose (other than the sale of inventories in the ordinary course consistent with past practice) of or permit or allow all or any joint ventureportion of any of the Purchased Assets or the Deferred Assets (whether tangible or intangible) or any Leased Real Property or the Cork Purchaser Leased Facility to be subjected to any Encumbrance, strategic alliance, exclusive dealing, noncompetition other than Permitted Encumbrances or similar contract Encumbrances that will be released at or arrangement that affects prior to the Closing (or the Deferred Closing in the case of the Deferred Assets); (ii) Sellgrant, pledgeimplement or announce any increase or decrease in the salaries, distribute (wage rates, bonuses or declare a distribution with respect to), dividend (other benefits payable by BSC or declare a dividend with respect to), dispose any of or otherwise subject the Sellers to any Lien (of the employees of the Business that would be Corresponding Transfer Date Employees pursuant to Section 6.01, other than a Permitted Lienas required by Law, pursuant to any plans, programs or agreements existing on the date hereof or other ordinary increases consistent with the past practices of BSC, including ordinary course annual grants of equity-based awards or as set forth in Section 3.14(j) its interest in of the AssetsDisclosure Schedule; (iii) Incur any Indebtedness for borrowed money establish, adopt or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify amend in any material respect any Plan covering any employees of the Business that would be Corresponding Transfer Date Employees pursuant to Section 6.01, except for such establishments, adoptions or consent amendments that are consistent with those made in respect of Plans covering employees of BSC Other Businesses or those required by Law; (iv) change any method of accounting or accounting practice or policy or internal control procedures used by BSC (as it relates to the termination of any Material Contract or amendBusiness), waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practicesuch changes required by U.S. GAAP or Law; (v) Enter into fail to exercise any rights of renewal with respect to any Leased Real Property or with respect to any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to affecting the AssetsCork Purchaser Leased Facility that by its terms would otherwise expire; (vi) Other settle or compromise any material claims of BSC or the Sellers (to the extent relating to the Business), other than in the ordinary course of business consistent with past practice, permit the lapse settlements of any right relating to Intellectual Property Assets claims against BSC or any other material intangible asset used in Seller solely for money damages payable prior to the business of the AssetsClosing Date; (vii) Commence transfer any Corresponding Transfer Date Employee to another business unit of BSC or settle terminate the employment of any Action Corresponding Transfer Date Employee other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000for cause; (viii) With enter into, extend, materially amend, cancel or terminate other than for cause (except with respect to any lease for a Transferred Site) any Material Contract or agreement which if entered into prior to the Assetsdate hereof would be a Material Contract, accelerate the collection of other than customer or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, supplier contracts in the ordinary course of business consistent with past practice; (ix) Take acquire any action, material asset or intentionally fail property primarily related to take any action, that would result the Business other than in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; andthe ordinary course consistent with past practice; (x) Announce an intention, enter into delay payment of any formal account payable or informal agreement, or otherwise make a commitment to do any other Liability of the foregoing. (b) Between Business beyond its due date or the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that when such Liability would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than have been paid in the ordinary course of business consistent with past practice; (vxi) Enter into any lease materially amend the current insurance policies in respect of real or personal property or any renewals thereof involving a term the Business, except for such amendments that are consistent with those made in respect of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Businessinsurance policies for BSC Other Businesses; (vixii) Other settle or compromise any material claims of BSC or the Sellers (to the extent relating to the Business) that would constitute a Deferred Asset, other than in the ordinary course of business consistent with past practice, permit the lapse settlements of any right relating such claims against BSC or any Seller solely for money damages payable prior to any material intangible asset used in the Subco BusinessDeferred Closing Date; (viixiii) Commence enter into any Contract that will be a Transferred Contract on the Deferred Closing Date for a Deferred Closing Country or settle any Action extend, materially amend, cancel or terminate other than cash settlements for cause any Contract that do not involve any covenants or other agreements limiting will be a Transferred Contract on the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000;Deferred Closing Date for a Deferred Closing Country; or (viiixiv) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail agree to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingactions specified in this Section 5.01(b), except as expressly contemplated by this Agreement and the Ancillary Agreements.

Conduct of Business Prior to the Closing. (a) Between From the date of this Agreement and hereof until the Closing Date of the Asset ContributionClosing, unless EQM shall otherwise agree in writing and except as otherwise contemplated expressly permitted by this Agreement or otherwise consented to or approved by the Asset Disclosure SchedulesBuyer in writing (such consent or approval not to be unreasonably withheld): (i) The Seller shall not, EQT Gathering hereby agrees that and will not permit Six Rivers to, permit the ownership and operation Branch to incur any material liabilities or material obligations (whether directly or by way of the Assets shall be conducted only guaranty, endorsement, surety contract or otherwise) including without limitation any obligation for borrowed money or evidenced by any note, bond, debenture or similar instrument, except for deposit liabilities incurred in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect pursuant to the Assets) with distributorsSeller's customary rate schedules, customers, suppliers and except for other Persons with which EQT Gathering has significant business relations. By way liabilities and obligations incurred in the ordinary course of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assetsbusiness; (ii) SellThe Seller shall not, pledgeand will not permit Six Rivers to, distribute (sell, transfer, mortgage, encumber or declare a distribution with respect to), dividend (or declare a dividend with respect to), otherwise dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest of the Assets except for the disposition of Assets in the Assetsordinary course of business; (iii) Incur The Seller will not, and will not permit Six Rivers to, cause the transfer from the Branch to the Seller's other operations of any Indebtedness for borrowed money or issue any debt securities or assumeAssumed Deposits; PROVIDED, guarantee or endorseHOWEVER, or otherwise become responsible forthat the Seller may transfer deposits to the Seller's other offices upon request of the depositors; PROVIDED, FURTHER, that, the obligations Seller shall not, and will not permit Six Rivers to, offer interest rates or terms on any category of any PersonAssumed Deposits which are not consistent with past practice or which provide a yield greater than the yields then currently offered by the Buyer and except in connection with a general solicitation or general advertising not targeted specifically at the depositors of the Assumed Deposits, in each case, that would be Asset Liabilities the Seller will not solicit or that affect encourage such depositors to transfer their deposits to the AssetsSeller's other offices; (1iv) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunderThe Seller will, and (2) Enter into any Contract relating to will require Six Rivers to, maintain the Assets other than Furniture, Fixtures and Equipment substantially in the accordance with its normal practices, and keep such property in its present condition, ordinary course of business consistent with past practicewear and tear excepted; (v) Enter into any lease The Seller shall, and will require Six Rivers to, operate the Branch and the businesses thereof in accordance with its normal practices and will use reasonable efforts to preserve for the benefit of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the AssetsBuyer after the Closing its business, goodwill and relationships with customers and suppliers; (vi) Other than in Prior to the ordinary course Closing, the Seller shall, and will require Six Rivers to, provide the Buyer and its attorneys, independent accountants and agents, full access during normal business hours and upon reasonable request, to and the opportunity to review and inspect the Furniture, Fixtures and Equipment, and the books, records, files, documentation and accounts of business consistent with past practicethe Branch, permit and shall, and will require Six Rivers to, allow the lapse Buyer to make copies of any right relating such materials (excluding regulatory examinations and correspondence to Intellectual Property the extent prohibited by applicable law or regulation); the Seller shall, and will require Six Rivers to, furnish to the Buyer such reports and compilations pertaining thereto as the Buyer shall reasonably request from time to time; and the Seller shall, and will require Six Rivers to, furnish to the Buyer all such other information pertaining to the Assets or any other material intangible asset used in and the Liabilities and the business of the Assets; (vii) Commence Branch as the Buyer may reasonably request; and the Seller shall use its best efforts to cause its officers, employees, independent accountants and attorneys to cooperate with the Buyer in its reasonable requests for information. The Buyer shall treat as confidential all such information in the same manner as the Buyer treats similar confidential information of its own and shall use such information, or settle cause it to be used, solely for the purposes of evaluating and completing the transactions contemplated by this Agreement. The Buyer and the Seller agree to comply with the terms and provisions of that certain Confidentiality Agreement dated September 1, 2000, entered into between the Buyer, the Seller and Six Rivers, and any Action other than cash settlements that do not involve any covenants or other agreements limiting inconsistency between the activities terms and provisions of EQT Gathering relating said Confidentiality Agreement and the foregoing provisions shall be resolved in favor of the terms and provisions contained in said Confidentiality Agreement. In addition, the Seller shall, and will require Six Rivers to, provide the Buyer reasonable access to the Assets and that do not involve payments individually or in Branch during the aggregate in excess of $25,000; thirty (viii30) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and calendar day period immediately preceding the Closing Date for the Subco Assignmentpurpose of installing teller terminals and other equipment, unless EQM PROVIDED THAT the Buyer shall otherwise agree give the Seller at least twenty-four (24) hours advance notice that it wishes to have such access. The Buyer agrees to cause the installation of such teller terminals and other equipment to be effected in writing and except as otherwise contemplated by this Agreement or a manner intended to minimize disruption to the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation operations of the Subco Business shall be conducted only in the ordinary course of business consistent with past practiceBranch; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business;and (vii) Commence or settle Seller shall not grant, and will prohibit Six Rivers from granting, any Action other than cash settlements that do not involve any covenants or other agreements limiting increase in the activities rate of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually compensation or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts benefits payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, to become payable to any Employee over the levels in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any effect as of the foregoingdate hereof, other than any regularly scheduled increases, including bonuses, contemplated under contracts, policies or programs existing on the date hereof or under any benefit program generally applicable to Seller's employees. Any such changes in compensation shall be disclosed to Buyer in writing within five (5) days of such changes.

Conduct of Business Prior to the Closing. The Sellers covenant and agree that between the date of this Agreement and the Closing Date, except as (ai) expressly contemplated or permitted by this Agreement, (ii) required by a Governmental Authority, written notice of which will be given promptly to Buyer, or (iii) otherwise agreed to by Buyer in writing, the Retail Store Insurance Business shall be conducted only in, and the Sellers shall not take any action with respect to the Retail Store Insurance Business except in the ordinary course of business and in a manner consistent with past practice; and each Seller shall use its commercially reasonable efforts to preserve intact the Retail Store Insurance Business, including, without limitation, the material business relationships with customers, vendors, distributors, carriers, producers and others with whom Sellers deal in connection with the conduct of the Retail Store Insurance Business. Between the date of this Agreement and the Closing Date of the Asset ContributionDate, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, Buyer (which consent shall not be unreasonably withheld), conditioned or delayedSellers shall not, in connection with the Retail Store Insurance Business: (ia) Enter into any joint venturesell, strategic alliancetransfer, exclusive dealingencumber, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sellmortgage, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of charge or otherwise subject to dispose (including, without limitation, in transactions involving any Lien (Affiliate of Sellers) of any Transferred Assets, or any interest therein, other than a Permitted Lien) its interest immaterial dispositions not exceeding $50,000 individually or $100,000 in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Personaggregate, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than case in the ordinary course of business consistent with past practice; (vb) Enter into grant or announce any lease increase in the salaries, bonuses or other benefits payable to any Employee, other than as required by Law, pursuant to any plans, programs or agreements existing on the date hereof or other ordinary increases consistent with the past practices of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the AssetsSellers; (vic) Other than enter into any severance, termination, notice or change of control agreement with any of their directors, officers and Employees; (d) make any other change in employment terms for any of its directors, officers, and Employees outside the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assetsbusiness; (viie) Commence incur or settle become subject to any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assetsliabilities, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, except liabilities incurred in the ordinary course of business consistent with past practice; (ixf) Take cancel without fair consideration any action, debts or intentionally fail claims owing to take any action, that would result or held by them in a breach excess of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests$250,000; (iig) Sellsell, pledgeassign, distribute license, transfer, abandon or permit to lapse any Permits (or declare a distribution with respect toincluding, without limitation, transfers to any Affiliate of Sellers), dividend which, individually or in the aggregate, are material to the Retail Store Insurance Business or any portion thereof or any Intellectual Property or other intangible assets owned by, issued to or licensed to Sellers primarily or exclusively related to the Retail Store Insurance Business; (or declare a dividend with respect to), dispose of h) disclose any confidential information (other than pursuant to agreements requiring the Subco Contributiondisclosure to maintain the confidentiality of and preserving all of their rights in such confidential information) or otherwise subject receive any confidential information of any Third Party in violation of any obligation of confidentiality or grant any license or sublicense of any rights under or with respect to any Lien (other than a Permitted Lien) its interest in Subco, Intellectual Property primarily or exclusively related to the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Retail Store Insurance Business; (ivi) (1) Amend, waive, or modify make any capital expenditures in any material respect or consent to the termination excess of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business $250,000 other than expenditures made in the ordinary course of business consistent with past practice; (vj) Enter enter into, amend, accelerate, modify, cancel or terminate any Material Contract, or take any other action or enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other other transaction other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business;business; or (viik) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment commit to do any of the foregoing.

Conduct of Business Prior to the Closing. (a) Between During the period from the date of this Agreement and until the earlier of (x) the Closing Date of or (y) the Asset Contribution, unless EQM shall otherwise agree in writing and except as otherwise contemplated by date this Agreement or is terminated in accordance with its terms (such period, the Asset Disclosure Schedules“Pre-Closing Period”), EQT Gathering hereby agrees that Seller shall, and Owner shall cause Seller to, (i) operate the ownership and operation of the Assets shall be conducted Business only in the ordinary course of business consistent with past practice; and EQT Gathering shall , (ii) use its commercially reasonable efforts to (i) preserve substantially intact the its business organization and assets of EQT Gathering, assets; (iiiii) use its commercially reasonable efforts to keep available the services of the current officers its employees and consultants of EQT Gathering, (iii) preserve intact the Assets and independent contractors; (iv) use its commercially reasonable efforts to preserve the current Seller’s relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering Seller has significant business relationsrelationships; (v) pay all Indebtedness, Taxes and other obligations in the ordinary course of business and (vi) keep and maintain Seller’s assets and properties in good repair and normal operating condition, ordinary wear and tear excepted. By way of amplification and not limitation, between Without limiting the date of this Agreement and the Closing Date generality of the Asset Contributionforegoing, except as otherwise required by Applicable Law, EQT Gathering during the Pre-Closing Period, Seller shall not, and Owner shall not dopermit Seller to: (a) amend or otherwise change the certificate of incorporation or bylaws or equivalent organizational documents of Seller or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of Seller, or propose create or form any subsidiariary; (b) issue, grant, sell, transfer, deliver, pledge, promise, dispose of or encumber, or alter or modify the rights or obligations of its Equity Securities or any options, warrants, convertible or exchangeable securities or other rights of any kind to doacquire its capital stock, membership interests or partnership interests or any other ownership interests or equity-based rights of Seller; (c) redeem, purchase or otherwise acquire, directly or indirectly, any of the following without the prior written consent Equity Securities of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the AssetsSeller; (iid) Selldeclare, set aside or pay any dividend or other distribution (other than distributions in cash prior to 12:01 a.m. Pacific time on the Closing Date) in respect of any of its Equity Securities; (e) effect any recapitalization, reclassification, stock split, reverse stock split or like change in the capitalization of Seller; (f) sell, transfer, deliver, lease, license, sublicense, mortgage, pledge, distribute encumber, impair or otherwise dispose of (in whole or declare a distribution with respect toin part), dividend (or declare a dividend with respect to)create, dispose of incur, suffer to exist, assume or otherwise subject cause to be subjected to any Lien (other than a Permitted LienLiens) its interest on, any of the assets, rights or properties of Seller (including any Intellectual Property or accounts receivable), except sales of inventory or licenses of Intellectual Property in the Assetsordinary course of business consistent with past practice; 45 (g) (i) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or organize any Person, joint venture or any business organization or division thereof, (ii) acquire any rights, assets or properties other than in the ordinary course of business consistent with past practice or (iii) acquire any Equity Securities of any Person; (iiih) Incur any Indebtedness for borrowed money or issue any debt securities or assume(i) incur, forgive, guarantee or endorsemodify any Indebtedness (other than draws under revolving lines of credit existing on the date hereof in the ordinary course of business consistent with past practice), (ii) enter into any off-balance sheet financing arrangement, (iii) make any loans or advances, except to employees for expenses incurred in the ordinary course of business consistent with past practice, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1iv) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter enter into any Contract relating to the Assets other financial commitments other than in the ordinary course of business consistent with past practice; (vi) Enter make any capital expenditures or enter into any lease Contract to make capital expenditures outside of real the ordinary course of business consistent with past practice or personal property or fail to make any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year capital expenditure reflected in any single case which relates budget provided or made available to the AssetsBuyer; (vij) Other (i) increase the compensation or fringe benefits of any employee or independent contractor (except for increases in salary for non-executive employees with an annualized salary of less than $75,000 in the ordinary course of business consistent with past practice), permit (ii) hire or offer to hire any new employees or independent contractors or terminate or encourage any employees or independent contractors to resign from Seller (except for new hires made in the lapse ordinary course of business consistent with past practice all of whom shall be “at-will” employees who can be terminated at any time for any reason without any severance or other similar obligations on the part of Seller (and Seller shall provide Buyer prompt written notice of any right relating such permitted hiring)), (iii) grant any severance or termination pay (in cash or otherwise) to Intellectual Property Assets any current or former employees or independent contractors, except pursuant to any Contract or Employee Benefit Plan in effect on the date hereof in connection with the termination of any such employees or independent contractors or increase severance or termination pay, (iv) establish, adopt, enter into, amend or terminate (or grant any waiver or consent under) any Employee Benefit Plan, except for any amendments required by ERISA or the Code or other material intangible asset used in applicable Law, or (v) grant any equity or equity-based awards or stock-based rights or accelerate the business vesting schedule of the Assetsany such awards or rights; (viik) Commence change any accounting policies, procedures, methods or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities practices (including with respect to reserves, revenue recognition, inventory control, prepayment of EQT Gathering relating to the Assets expenses, timing for payments of accounts payable and that do not involve payments individually or in the aggregate in excess collection of $25,000accounts receivable); (viiil) With respect (i) enter into any Contract that if entered into prior to the Assetsdate hereof would be a Contract required to be listed on Schedule 4.11(a); or (ii) modify, accelerate the collection amend, extend or supplement in any material respect, transfer or terminate or fail to renew any Contract listed or required to be listed on Schedule 4.11(a) or waive, release or assign any rights or claims thereto or thereunder; (i) make or change any Tax election or change any method of tax accounting, (ii) settle or compromise any federal, state, local or foreign Tax Liability, (iii) file any amended Tax return, (iv) enter into any closing agreement relating to any Tax, (v) agree to an extension of a statute of limitations or (vi) surrender any right to claim a Tax refund; (n) pay, discharge, satisfy, settle, withdraw from, terminate, cause dismissal of or discount otherwise compromise any accounts receivableProceeding (including the Pending Litigation) or waive, delay the payment assign or release any material rights or claims; (o) commence a lawsuit other than for a breach of accounts payable this Agreement or defer expensesany Transaction Document; (p) engage in, reduce inventories enter into or otherwise increase cash on handmodify or amend any Contract, excepttransaction or other arrangement with, in each casedirectly or indirectly, any Related Party; (q) terminate, amend or fail to renew or preserve any (i) material Permit or (ii) registration or application for any Intellectual Property, except for amendments completed in the ordinary course of business consistent with past practice; (ixr) Take permit the lapse of any actionexisting insurance policy relating to the Business or Purchased Assets; (s) commence any proceeding for any voluntary liquidation, dissolution, or intentionally fail to take winding up of Seller or any actionof its subsidiaries, that would result in a breach of including initiating any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effectbankruptcy proceedings on their behalf; andor (xt) Announce an intentionauthorize any of the foregoing, or agree or enter into any formal or informal agreement, or otherwise make a commitment Contract to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and the Closing Date of the Asset ContributionDate, unless EQM the Buyer and the Parent shall otherwise agree consent in writing and writing, or except as otherwise contemplated by this Agreement Agreement, the Ancillary Agreements, and the transactions to be consummated hereunder and thereunder, or as otherwise disclosed in Section 5.1 of the Asset Disclosure Schedules, EQT Gathering hereby agrees that or as required by Law, the ownership and operation of Seller shall cause the Assets shall Business to be conducted only in the ordinary course of business consistent with past practice; , and EQT Gathering shall use commercially reasonable efforts to (i) preserve substantially intact the business organization and assets of EQT Gatheringthe Business, (ii) keep available the services of the current officers Business Employees, independent contractors and consultants of EQT Gathering, (iii) preserve intact the Assets Business and (iv) preserve the current relationships of EQT Gathering (solely the Business with respect to the Assets) with distributors, customers, suppliers and other Persons persons with which EQT Gathering the Business has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of Date, the Asset Contribution, except as required by Applicable Law, EQT Gathering Seller shall not do, do or propose to do, directly or indirectly, any of the following in connection with the Business or the Purchased Assets without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayedthe Buyer: (ia) Enter into any joint ventureissue, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sellsell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien Encumbrance (other than a Permitted LienEncumbrance) its interest any Purchased Assets, other than sales or transfers of Inventory or Receivables in the Assetsordinary course of business consistent with past practice; (iiib) Incur incur any Indebtedness indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans or advances, in each casecase directly or primarily affecting the Business or the Purchased Assets, except in the ordinary course of business consistent with past practice; provided that in no event shall the Seller, in connection with the Business, (i) incur, assume or guarantee any long-term indebtedness for borrowed money or (ii) incur any liability that would be Asset Liabilities or that affect constitute an Assumed Liability, except in the Assetsordinary course of business consistent with past practice; (1c) Amendother than in the ordinary course of business consistent with past practice, amend, waive, or modify in any material respect or consent to the termination of any Material Contract Contract, or amend, waive, modify or consent to the termination of any the Seller’s rights of EQT Gathering thereunder, or enter into any Contract in connection with the Business or the Purchased Assets that involves an aggregate future or potential liability or Receivable, as the case may be, in excess of $100,000 over the Contract term; (d) authorize, or make any commitment with respect to, any single capital expenditure for the Business that is in excess of $75,000 or capital expenditures which are, in the aggregate, in excess of $250,000 for the Business taken as a whole; (e) acquire any corporation, partnership, limited liability company, other business organization or division thereof or any material amount of assets, or enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement; (f) enter into any lease of real or personal property or any renewals thereof in connection with the Business involving a term of more than one (1) year or rental obligation exceeding $50,000 per year in any single case; (g) increase the compensation payable or to become payable or the benefits provided to its Business Employees, except for normal merit and cost-of-living increases consistent with past practice in salaries, bonus opportunities, performance awards of any Business Employees, or grant any severance or termination payment to any Business Employee, or establish, adopt, enter into or amend any Employee Plan to the extent that it applies to Business Employees, except for those (1) required by Law, (2) Enter that affect all of Seller’s employees in a similar manner, or (3) that do not affect any Business Employees; (h) enter into any Contract with any Related Party of the Seller in connection with or affecting the Business or the Purchased Assets; (i) make any change in any method of accounting or accounting practice or policy affecting the financial statements of the Business, except as required by GAAP, unless such change applies to the Seller generally, and the nature and effects of such change is disclosed to Buyer in such reasonable detail as the Buyer shall request; (j) to the extent that any such action could have an impact on the Business or the Purchased Assets after the Closing, make any Tax election, settle or compromise any United States federal, state, local or non-United States income Tax liability or file any Return relating to the Business or the Purchased Assets other than on a basis consistent with past practice; (k) pay, discharge or satisfy any material claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) that would become an Assumed Liability if existing on the Closing Date, other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against on the Balance Sheet, liabilities not required to be reflected or reserved against on the Balance Sheet, or liabilities subsequently incurred in the ordinary course of business consistent with past practice; (l) cancel, compromise, waive or release any material right or claim relating to the Business or the Purchased Assets, other than in the ordinary course of business consistent with past practice; (vm) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right existing policy of insurance relating to Intellectual Property Assets the Business or any other material intangible asset used in the business of the Purchased Assets; (viin) Commence permit the lapse or settle impairing of any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering right relating to Seller Intellectual Property or any other intangible asset used or held for use in connection with the Assets and Business, including, without limitation, (i) refraining from any action that do not involve payments individually or could reasonably be expected to result in the aggregate abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any of the Seller Registered IP and (ii) taking all affirmative steps necessary to maintain the Seller Registered IP as valid, subsisting and enforceable (including paying all Official Fees relating thereto and disclosing, in excess connection with the prosecution of $25,000patent applications, any material prior art that becomes known to the Seller between the date of this Agreement and the Closing Date); (viiio) With respect to the Assets, accelerate the collection of or discount any accounts receivableReceivables, delay the payment of accounts payable liabilities that would become Assumed Liabilities or defer expenses, reduce inventories Inventories or otherwise increase cash on handhand in connection with the Business, except, in each case, except in the ordinary course of business consistent with past practice; (ixp) Take use any assets of the Business to pay any costs or expenses arising out of or relating to the transactions contemplated by this Agreement or the Ancillary Agreements; (q) commence or settle any Action relating to the Business, the Purchased Assets or the Assumed Liabilities; (r) take any action, or intentionally fail to take any action, that would cause any representation or warranty made by the Seller in this Agreement or any Ancillary Agreement to be untrue or result in a breach of any covenant made by EQT Gathering the Seller in a Transferred Contract this Agreement or any Ancillary Agreement, or that would have a Material Adverse Effect; (s) hire any new employee or consultant having access to Confidential Information relating to the Business or any Purchased Asset unless such employee or consultant enters into, or has entered into, a proprietary information and inventions agreement with the Seller, or would amend or otherwise modify, or grant a waiver under, any proprietary information and inventions agreement with any current or former employee or consultant of the Company; (t) hire any Business Employee who was not a Business Employee as of the date of this Agreement; (u) to the extent that any such action could have an impact on the Business or the Purchased Assets after the Closing, enter into any closing agreement in respect of Taxes, settle any claim or assessment in respect of Taxes, or surrender or allow to expire any right to claim a refund of Taxes, in each case relating to the Business or the Purchased Assets; (v) fail to give any notices and other information required to be given to the employees of the Company, any collective bargaining unit representing any group of employees of the Company, or any applicable Governmental Authority under the WARN Act, the National Labor Relations Act, the Code, the Consolidated Omnibus Reconciliation Act (“COBRA”), or other applicable law in connection with the transactions provided for in this Agreement or the Related Agreements; (w) except as contemplated by this Agreement, engage in any activity that knowingly impairs or could reasonably be expected to have a Gathering System Material Adverse Effectresult in an impairment (i) the Business, (ii) the services of any of the Business Employees, or (iii) any current relationships of the Business with customers, suppliers and other persons with which it has significant business relations; andor (x) Announce announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. (a) Between Unless the date of this Agreement and the Closing Date of the Asset Contribution, unless EQM shall ---------------------------------------- Purchaser otherwise agree agrees in writing and except as otherwise contemplated by this Agreement set forth herein or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to Seller Disclosure Schedule (i) preserve intact the business organization and assets of EQT Gatheringincluding, (ii) keep available the services of the current officers and consultants of EQT Gatheringwithout limitation, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitationSection 5.01 thereof), between the date of this Agreement and the Closing Date Date, the Seller will cause Polymetrics and each Subsidiary to (i) conduct the Business only in the ordinary course and (ii) use reasonable efforts to preserve the current relationships of Polymetrics and the Subsidiaries with their respective customers, suppliers, distributors, officers and other employees and other Persons with which Polymetrics and the Subsidiaries have significant business relationships. Nothing contained herein shall be deemed to prevent Polymetrics and the Subsidiaries from (i) entering into such contracts as Polymetrics or the Subsidiaries deem necessary or appropriate in order to conduct the Business as presently conducted or contemplated to be conducted, and (ii) renewing (and conducting such negotiations as are necessary to effect such renewal) any contract, including, without limitation, leases for real and personal property, to which Polymetrics or any of the Asset ContributionSubsidiaries is currently a party and which is either (x) scheduled to expire or (y) required to be renewed in accordance with the terms of such contract or lease, except on a date occurring between the date of this Agreement and the Closing Date. (b) Except as required by Applicable Lawexpressly provided in this Agreement or in the Seller Disclosure Schedule (including, EQT Gathering shall without limitation, Section 5.01 thereof), between the date of this Agreement and the Closing Date, the Seller will cause Polymetrics and the Subsidiaries not do, or propose to do, directly or indirectly, do any of the following without the prior written consent of EQM, which the Purchaser (such consent shall not to be unreasonably withheld, conditioned or delayed:): (i) Enter into create any joint ventureEncumbrance of any kind of any properties or assets (whether tangible or intangible) of Polymetrics or any Subsidiary, strategic allianceother than (i) Permitted Encumbrances, exclusive dealing, noncompetition (ii) Encumbrances that will be released at or similar contract prior to the Closing or arrangement that affects (iii) Encumbrances created in the Assetsordinary course of business having an individual value not in excess of $10,000 and having an aggregate value not in excess of $200,000; (ii) Sellexcept for purchase and sales of assets in the ordinary course of business, pledge(A) sell, distribute (assign, transfer, lease or declare a distribution with respect to), dividend (or declare a dividend with respect to), otherwise dispose of any assets of Polymetrics or otherwise subject to any Lien Subsidiary, or (other than a Permitted LienB) its interest acquire any fixed asset, in the Assetscase of (A) and (B) above, respectively, having an individual value exceeding $75,000 and an aggregate value exceeding $250,000; (iii) Incur cancel any Indebtedness indebtedness owed to Polymetrics or any Subsidiary (other than settlement of accounts receivable in the ordinary course of business); (iv) acquire (by merger, consolidation, or acquisition of stock or assets) any Person or any assets that constitute an operating unit or division thereof; (v) (A) incur any indebtedness for borrowed money or money, other than intercompany borrowings governed by Section 5.02(a), (B) issue any debt securities or (C) assume, grant, guarantee or endorse, or otherwise become enter into any other accommodation arrangement making Polymetrics or any Subsidiary responsible for, the obligations Liabilities of any Person, in each case, that would be Asset Liabilities Person (other than Polymetrics or that affect the Assetsany Subsidiary); (1vi) Amendchange any method of accounting or accounting practice used by Polymetrics or any Subsidiary, waiveother than such changes required by GAAP; (vii) issue or sell any shares of the capital stock of, or modify in other equity interests in, Polymetrics or any material Subsidiary, or securities convertible into or exchangeable for such shares or equity interests, or issue or grant any Security Right of any kind with respect to any of the foregoing; (viii) declare, set aside or consent pay any dividend or other distribution on or with respect to, or redeem, the Shares, except for the dividend contemplated by Section 5.13; (ix) amend Polymetrics' or any Subsidiary's certificate of incorporation or by-laws (or equivalent organizational documents); (x) increase the base salary, wage or bonus of any employee of Polymetrics or the Subsidiaries, other than (i) pursuant to existing agreements (as such agreements may be renewed pursuant to Section 5.01(a)), (ii) those non-executive employees whose anniversary for such an increase occurs during this period and (iii) those arrangements acceptable to the termination Purchaser and the Seller made between Polymetrics and each of Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxx; (xi) pay to or effect any Material Contract transaction with any Related Party, which payment or amendtransaction is not specifically described on Section 3.18 of the Seller Disclosure Schedule; (xii) pay, waive, modify prepay or consent to the termination of discharge any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets liability other than in the ordinary course of business consistent with past practicebusiness; (vxiii) Enter into pay any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assetsmanagement fee, except as permitted by Section 5.01(d); (vixiv) Other than in the ordinary course of business consistent with past practice, permit the lapse of sell or assign any right relating to Intellectual Property Assets of Polymetrics or any other material intangible asset used in the business of the Assets;Subsidiary; or (viixv) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail agree to take any actionof the actions prohibited pursuant to this Section 5.01(b). (c) The Purchaser acknowledges that the Seller intends to cancel, prior to or at the Closing, the intercompany arrangements identified in Section 5.01(c) of the Seller Disclosure Schedule, copies of which have been delivered to the Purchaser, and that would such cancellations (including, without limitation, any consequences of such cancellations) will not result in a breach of this Agreement; provided, however, that all obligations of Polymetrics and the -------- ------- Subsidiaries under such agreements shall terminate completely and neither Polymetrics nor the Subsidiaries shall have any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected Liability to have a Gathering System Material Adverse Effect; andany Person with respect thereto. (xd) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do Notwithstanding any of the foregoinglimitations upon the conduct of the Business imposed pursuant to this Section 5.01, Polymetrics shall be permitted to pay to the Seller a management fee in an amount not to exceed (A) two hundred thousand dollars ($200,000.00) multiplied by (B) a fraction, the numerator of which is the number of days between January 1, 1995 and the Closing Date, and the denominator of which is three hundred and sixty-five. (be) Between The Purchaser acknowledges that the date of this Agreement and Seller will terminate prior to the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts Distribution Agreement, dated February 9, 1993, between Polymetrics and the Subco Business Xxxxx-Trailigaz Ozone Company ("Trailigaz"), and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors--------- License Agreement, customersdated December 6, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation1994, between the date of this Agreement Polymetrics and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any PersonTrailigaz, in each case, that would materially affect case at the Subco Interests or Purchaser's request. Neither party shall have any claim of any nature against the Subco Business; (iv) (1) Amend, waiveother party, or modify any Liability to the other party, in any material respect or consent to connection with the termination of the Subco Contracts or amendforegoing contracts, waive, modify or consent to and the termination of any rights such contracts shall have no impact on the calculation of EQT Energy, EESH Base Stockholder's Equity or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingClosing Stockholder's Equity.

Conduct of Business Prior to the Closing. Unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld or delayed) and except to the extent set forth in Section 5.01 of the Seller Disclosure Schedule, between the date hereof and the Closing Date: (a) Between Seller shall (i) conduct the date Business only in the ordinary course, consistent with past practice, and shall operate the Business in accordance with Applicable Requirements in all material respects, (ii) use commercially reasonable efforts to preserve intact the Business, (iii) use commercially reasonable efforts to keep available the services of this Agreement those of present Employees and consultants of Seller and their Affiliates who are integral to the Closing Date operation of the Asset ContributionBusiness and (iv) use commercially reasonable efforts to preserve their present relationship with customers, unless EQM suppliers, Governmental Authorities, distributors, creditors, lessors, Employees and other Persons with whom Seller or the Business has significant business relations; and (b) Seller shall otherwise agree not: (i) modify or amend the bylaws or articles of incorporation of Seller in writing any manner that would have an adverse effect on such Person’s ability to carry out its respective obligations under, and except as otherwise to consummate the transactions contemplated by by, this Agreement or the Asset Disclosure SchedulesAncillary Agreements; (ii) transfer, EQT Gathering hereby agrees that sell, lease, license, mortgage or otherwise encumber or subject to any Lien, abandon, allow to lapse, fail to maintain or otherwise dispose of any Assets, other than, for the ownership and operation avoidance of the Assets shall be conducted only doubt, (A) sales of funded Residential Mortgage Loans in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets practice and (ivB) preserve the current relationships sales of EQT Gathering (solely mortgage servicing rights with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose Residential Mortgage Loans funded prior to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the AssetsClosing; (iii) Incur incur any Indebtedness indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, except with respect to advances under the obligations of any Person, in each case, Existing Financing Facilities that would be Asset Liabilities or that affect the Assetsconstitute Retained Liabilities; (1iv) Amenddefer, waivedelay or postpone the payment or funding of any accounts that would constitute Assumed Liabilities, other than in the ordinary course of business consistent with past practice in respect of immaterial amounts; (v) renew, terminate or materially modify or amend, release, assign or waive any material right under, or modify knowingly violate, in any material respect or consent respect, the terms of, any Material Contract, other than amendments to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter Existing Financing Facilities entered into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (vvi) Enter enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates Contract that would be a Material Contract if entered into prior to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assetsdate hereof; (vii) Commence enter into any Contract or settle consummate any Action other than cash settlements that do not involve transaction with Shareholder or any covenants current or other agreements limiting former Affiliate, director, officer, manager or employee of Seller or any of its Affiliates (nor any spouse or child of any of such Persons, or any trust, partnership or corporation in which any of such Persons has a material economic interest) or modify or amend the activities terms of EQT Gathering relating any item set forth on Section 3.15 of the Seller Disclosure Schedule in any manner adverse to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000Business; (viii) With respect to the Assets(A) acquire, accelerate the collection of purchase, license or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, lease (in each case, whether by merger, consolidation or by any other manner) any business or Person or any material assets or any capital stock or other equity interests or other securities thereof, or (B) purchase, or enter into any Contract or binding obligation with any Person to purchase or sell mortgage servicing rights other than the sale of mortgage servicing rights with respect to Residential Mortgage Loans funded prior to Closing in the ordinary course of business consistent with past practice; (ix) Take enter into any action, or intentionally fail to take any action, new line of business that would result in a breach comprise part of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; andthe Business; (x) Announce grant or announce any increase in the salary, bonus or other benefits payable or provided by Seller to any Business Employee (including officers), other than (A) as required by Law or any CBA or Employee Plan existing as of the date hereof or (B) at any time following the fifth (5th) day prior to the Closing, with respect to any Employee who is not listed as a Designated Employee by Purchaser pursuant to Section 6.02; (xi) enter into, adopt, amend (except for such amendments as may be required by Law) or terminate any Employee Plan or any plan, program or agreement that would constitute an intentionEmployee Plan to the extent in existence on the date hereof, other than issuing offer letters on the Company’s standard form in connection with hiring otherwise permitted by clause (xiii) below; (xii) enter into or commit itself to any formal employment management or informal agreementconsulting agreement with any Person if such agreement would constitute an Assumed Contract or Assumed Liability; (xiii) (A) hire, promote or offer to hire, or otherwise make a commitment promote any officer, Employee or consultant who provides services to do the Business and receives (or reasonably could receive) more than $200,000.00 in compensation per year, (B) transfer, terminate, demote or offer to transfer, terminate or demote any officer, Employee or consultant who provides services to the Business, other than terminations for cause or terminations at the election of the foregoing. applicable employees, or (bC) Between encourage any officer, Employee or consultant who provides services to the date Business to resign from or terminate his or her relationship with Seller, in the case of this Agreement each of (A), (B) and the Closing Date for the Subco Assignment(C), unless EQM shall otherwise agree in writing and except other than as otherwise expressly contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco InterestsAgreement; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (ivxiv) (1A) Amendpay, waivesettle, discharge or modify in satisfy any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business Liabilities arising other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving Action at a term cost in excess of more than $50,000 in any one year case or rental obligation exceeding $100,000 per year in the aggregate or pursuant to terms that impose any single case which relates non-monetary restrictions on the Business, or (B) agree or consent to any material agreement or material modifications of existing agreements with any Governmental Authority in respect of the Subco operations of the Business; (vixv) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating fail to make any material intangible asset used notifications, reports or other filings or take any steps necessary to comply with applicable Laws in the Subco Businessall material respects and to maintain, in good standing, all material Permits; (viixvi) Commence change in any material respect (A) the regulatory, investment or settle any Action other than cash settlements that do not involve any covenants risk management or other agreements limiting similar policies of Seller or (B) the activities credit and underwriting, pricing, posting, collection (including using reasonable efforts to maintain current staffing levels), recoveries, re-aging, delinquency or other material operating policies, practices or procedures of EQT Energy, EESH or Subco relating Seller except to the Subco Business and extent Seller determines that do not involve payments individually or in the aggregate in excess of $25,000such changes are reasonably necessary to comply with Applicable Requirements; (viiixvii) With respect fail to cause the Subco Business, accelerate coverage provided by the collection insurance policies listed on Section 3.14 of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, Seller Disclosure Schedule to remain in each case, effect in the ordinary course of business consistent with past practiceall material respects; (ixxviii) Take make any actionchange in any method of accounting or accounting practice or policy, except as required by US GAAP, or intentionally fail to take any actionchange in Tax accounting methods or Tax practices or elections, that would result in a breach of any covenant made except as required by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effectapplicable Law; and (xxix) Announce an intention, enter into any formal or informal agreementauthorize, or otherwise make a commitment commit or agree to do take, any of the foregoingforegoing actions.

Conduct of Business Prior to the Closing. (a) Between From the date of this Agreement and until the earlier of the Closing Date of and the Asset Contributiondate on which this Agreement is terminated pursuant to Section 9.01, unless EQM shall otherwise agree in writing and except as otherwise contemplated required by this Agreement or the Asset Disclosure Schedulesother Transaction Documents, EQT Gathering hereby agrees that and except as set forth on Schedule 6.01, Corning and TDCC shall use commercially reasonable efforts, in a manner consistent with past practice, to cause their respective Representatives, the ownership JV Entity and operation the JV Subsidiaries to, (a) conduct the business of the Assets shall be conducted only JV Entity and the JV Subsidiaries in the ordinary course in all material respects consistent with past practice; (b) preserve intact in all material respects the business organization, assets, operations and permits of the JV Entity and the JV Subsidiaries; (c) refrain from incurring, assuming, guaranteeing, prepaying or otherwise becoming liable for any new indebtedness for borrowed money (directly, contingently or otherwise), other than the New Debt or in the ordinary course consistent with past practice; (d) maintain and preserve the relationships and goodwill with customers and suppliers of the JV Entity and the JV Subsidiaries and with others having business dealings with the JV Entity and the JV Subsidiaries; (i) maintain and preserve any accounts payable and accounts receivable owing between the JV Entity or any of the JV Subsidiaries (other than any Hemlock Entity), on the one hand, and any Hemlock Entity, on the other hand, in the ordinary course consistent with past practice; and (ii) not settle, and not make any payments with respect to, any such accounts payable and accounts receivable, other than in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (f) refrain from (i) preserve intact selling, pledging or disposing of, or granting any Encumbrance on or permitting any Encumbrance to exist on, the Splitco Shares, the Transferred Hemlock Interests, the HSC Parent Interests or the HSC LLC Interests; (ii) authorizing the sale, pledge or disposition of, or the granting or placing of any Encumbrance on, the Splitco Shares the Transferred Hemlock Interests, the HSC Parent Interests or the HSC LLC Interests, or authorizing the issuance of any voting security or equity interest of Splitco, any Hemlock Entity, HSC Parent or HSC LLC; (iii) authorizing or permitting Splitco, D-C Holdco or HSC Parent to (x) engage in any business organization and assets activities other than activities relating to the formation of EQT Gatheringsuch Person and, as applicable, the Transactions; or (y) own any assets, other than the capital contribution with which such Person was incorporated or any capital contribution received in accordance with the Reorganization, or any Liabilities, other than de minimis Liabilities arising as a result of such Person’s incorporation or other formation; or (iv) announcing an intention, entering into any formal or informal agreement, or otherwise making a commitment, to take any of the actions specified in the foregoing clauses (i), (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations). By way of amplification and not limitation, between From the date of this Agreement and until the earlier of the Closing Date of and the Asset Contributiondate on which this Agreement is terminated pursuant to Section 9.01, except as required by Applicable LawCorning shall not, EQT Gathering and shall cause its Affiliates not do, or propose to doto, directly or indirectly, any of the following without the prior written consent of EQM(A) sell, which consent shall not be unreasonably withheld, conditioned pledge or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorseof, or otherwise become responsible forgrant any Encumbrance on or permit any Encumbrance to exist on, the obligations Xxxxxxx XX Shares; (B) authorize the sale, pledge or disposition of, or the granting or placing of any PersonEncumbrance on, in each case, that would be Asset Liabilities the Xxxxxxx XX Shares; or that affect the Assets; (1C) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce announce an intention, enter into any formal or informal agreement, or otherwise make a commitment commitment, to do take any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only actions specified in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to foregoing clauses (iA) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect toB), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and the Closing Date of the Asset ContributionDate, unless EQM the Buyer or the Acquisition Sub shall otherwise agree consent in writing and except as otherwise contemplated by this Agreement (which consent shall not be unreasonably withheld, delayed or conditioned), (i) the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets Business shall be conducted only in the ordinary course of business consistent in all material respects, except for any and all reasonable actions taken by the Seller and the Company in connection with past practice; the transfers to the Seller of (A) cash from the Company’s bank accounts and EQT Gathering (B) the trade accounts receivable that are derived from the Seller’s products and businesses (other than the Company’s business) from the Company’s accounts receivable, including all documentation and rights to any billed or future trade accounts receivable derived from the Seller’s products and businesses (other than the Company’s business), including, but not limited to, actions taken with respect to the books and records of the Company and the Seller’s and the Company’s customers and (ii) the Company shall use its commercially reasonable efforts to (i) preserve intact the in all material respects its business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relationsorganization. By way of amplification and not limitation, between Between the date of this Agreement and the Closing Date of the Asset ContributionDate, except as required contemplated by Applicable Lawthis Agreement, EQT Gathering the Company shall not donot, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, the Buyer or the Acquisition Sub (which consent shall not be unreasonably withheld, conditioned delayed or delayed:conditioned): (ia) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition amend or similar contract otherwise change its articles of incorporation or arrangement that affects the Assetsbylaws or equivalent organizational documents; (iib) Sellissue or sell any shares of capital stock of the Company, pledgeor any options, distribute (warrants, convertible securities or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose other rights of or otherwise subject any kind to acquire any Lien (other than a Permitted Lien) its interest in the Assetssuch shares; (iiic) Incur any Indebtedness for borrowed money reclassify, combine, split, subdivide or issue any debt securities or assume, guarantee or endorseredeem, or purchase or otherwise become responsible foracquire, the obligations directly or indirectly, any of its capital stock or make any Person, in each case, that would be Asset Liabilities or that affect the Assetsother change with respect to its capital structure; (1d) Amendacquire any corporation, waivepartnership, limited liability company, other business organization or modify in division thereof or any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets assets other than in the ordinary course of business consistent with past practice; (ve) Enter into any lease adopt a plan of real complete or personal property partial liquidation, dissolution, merger, consolidation or any renewals thereof involving a term recapitalization of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the AssetsCompany; (vif) Other than in the ordinary course of business consistent with past practiceassume, permit the lapse of guarantee or incur any right relating to Intellectual Property Assets Indebtedness or issue any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assetsdebt securities, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, except for trade payables in the ordinary course of business consistent with past practice; (ixg) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal Contract that would be a Material Contract or informal agreement, or otherwise make a commitment Lease if entered into prior to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignmenthereof, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement other than any such contracts, agreements or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only arrangements entered into in the ordinary course of business consistent with past practice; and EQT Energy and EESHpractice (including contracts, as applicableagreements or arrangements with customers, shall use commercially reasonable efforts to suppliers or clients); (h) authorize, or make any commitment with respect to, any single capital expenditure that is in excess of $100,000 or capital expenditures that are, in the aggregate, in excess of $250,000; (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships fail to exercise any rights of either of EQT Energy or EESH (solely renewal with respect to any material Leased Real Property that by their terms would otherwise expire; (j) grant or announce any increase in the Subco Business) with distributorssalaries, customersbonuses or other benefits payable by the Company to any of its employees, suppliers and other Persons with which either of EQT Energy than as required by applicable Law, pursuant to any plans, programs or EESH has significant business relations. By way of amplification and not limitation, between agreements existing on the date hereof or other ordinary increases not inconsistent with the past practices of this Agreement and the Closing Date for the Subco AssignmentCompany; (k) make any change in any method of accounting or accounting practice or policy, except as required by Applicable GAAP or applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (iil) Sellmake any change in the Tax election of the Company, pledge, distribute (settle or declare a distribution with respect to), dividend (compromise any material income Tax liability of the Company or declare a dividend with respect to), dispose change any tax accounting method of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco ContractsCompany; (iiim) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice, sell, lease, transfer or assign any property or assets of the Company; (vn) Enter into mortgage, pledge or permit to become subject to Encumbrances (other than Permitted Encumbrances) any lease of real properties or personal property assets or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco BusinessCompany; (vio) Other than in the ordinary course of business consistent with past practice, permit the lapse of cancel any right relating to debts or waive any material intangible asset used in the Subco Business; (vii) Commence claims or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate rights in excess of $25,000; (viiip) With respect to the Subco Businessmaterially amend or terminate any Lease; (q) make any filings or registrations with any Governmental Authority, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, except routine filings and registrations made in the ordinary course of business consistent with past practicebusiness; (ixr) Take any action, or intentionally fail to take any action, that would result action or omit to do any act which action or omission will cause it to breach any obligation contained in a breach this Agreement or cause any representation or warranty of any covenant made by EQT Energy or EESH the Seller not to be true and correct in all material respects as of the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse EffectClosing Date; andor (xs) Announce an intention, enter into any formal or informal agreement, agree or otherwise make a commitment commit, whether in writing or otherwise, to do any of the foregoing.

Conduct of Business Prior to the Closing. From the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with Article IX (the “Pre-Closing Period”), except as otherwise provided in this Agreement or consented to in writing by Buyer (not to be unreasonably withheld, delayed or conditioned), each Seller shall, and Rentech shall cause each Seller to: (a) Between conduct the date of this Agreement and the Closing Date of the Asset Contribution, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only Business in the ordinary course of business consistent with past practice; and EQT Gathering shall (b) use commercially reasonable efforts to (i) maintain and preserve intact the business its current Business organization and assets of EQT Gathering, (ii) keep available the services of the current officers operations and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) to preserve the current rights, goodwill and relationships of EQT Gathering (solely with respect to the Assets) with distributorsits Employees, customers, suppliers lenders, suppliers, regulators and other Persons others having material relationships with which EQT Gathering has significant business relationsthe Business. By way of amplification and not limitationWithout limiting the foregoing, between during the date of this Agreement and the Pre-Closing Date of the Asset ContributionPeriod, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any set forth in Section 6.1 of the following without the prior written consent of EQMDisclosure Schedules, which consent shall otherwise provided in this Agreement or consented to in writing by Buyer (not to be unreasonably withheld, conditioned delayed or delayedconditioned), Sellers shall, and Rentech shall cause Sellers to: (i) Enter into any joint venturepreserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets, strategic alliance, exclusive dealing, noncompetition except where the failure to preserve or similar contract or arrangement that affects the Assetsmaintain such Permits would not have a Material Adverse Effect; (ii) Sellpay the indebtedness for borrowed money, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose Taxes and other obligations of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the AssetsPurchased Assets when due; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assumeuse commercially reasonable efforts to continue to collect Accounts Receivable in a manner consistent with past practice, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assetswithout discounting such Accounts Receivable; (1iv) Amendmaintain the properties and assets included in the Purchased Assets in good operating condition and repair, waive, or modify in any material respect or consent subject to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, ordinary maintenance and (2) Enter into any Contract relating to the Assets other than repairs in the ordinary course of business consistent with past practicebusiness; (v) Enter into any lease continue in full force and effect without modification all insurance policies currently in effect, except for renewals in the ordinary course of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assetsbusiness; (vi) Other than use commercially reasonable efforts to defend and protect the properties and assets included in the ordinary course of business Purchased Assets from material infringement or material usurpation in a manner and at a level that is consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used practice in the business conduct of the AssetsBusiness; (vii) Commence or settle any Action other than cash settlements perform all of its obligations under all Material Contracts, except for non-performance that do would not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000have a Material Adverse Effect; (viii) With respect comply in all material respects with all Laws applicable to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets, accelerate except where the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, failure to be in each case, in the ordinary course of business consistent with past practicecompliance would not have a Material Adverse Effect; (ix) Take any action, or intentionally fail use commercially reasonable efforts to take any action, that would result maintain the Books and Records in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effectaccordance with past practice; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do not take any of the foregoingactions described in Section 4.5 to occur. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. (a) Between The ---------------------------------------- Seller covenants and agrees that, between the date of this Agreement hereof and the Closing Date Date, the Seller and the Subsidiaries shall conduct the Business in the ordinary course and consistent with their prior practice, except as described in Section 5.01(a) of the Asset Contribution, unless EQM shall otherwise agree in writing and except Disclosure Schedule or as otherwise contemplated by this Agreement or the Asset Disclosure SchedulesAgreement. (b) The Seller covenants and agrees that, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQMthe Purchaser, which consent shall it will not, and will not be unreasonably withheldpermit any Subsidiary to, conditioned or delayed: prior to the Closing, (i) Enter into any joint venturematerially change its accounting methods, strategic allianceprinciples or practices used in respect of the Business, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose revalue any of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorseincluding, or otherwise become responsible forwithout limitation, writing down the obligations value of any Personinventory, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; business, (viii) Enter into establish or materially increase any lease bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of real stock options, stock appreciation rights, performance awards, or personal property restricted stock awards), stock purchase or other employee benefit plan, or otherwise increase the compensation payable or to become payable to any officers or key employees of the Seller or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates Subsidiary whose services are substantially devoted to the Assets; (vi) Other than Business, except in the ordinary course of business consistent with past practiceor as may be required by law or by existing contractual arrangements, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (viiiv) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal employment or informal agreement, or otherwise make a commitment to do severance agreement with any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect its employees whose services are substantially devoted to the Subco Business) with distributorsBusiness or establish, customers, suppliers and other Persons with which either of EQT Energy adopt or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant collective bargaining agreement covering employees whose services are substantially devoted to the Subco ContributionBusiness, (v) sell or otherwise subject fail to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify replenish in any material respect or consent to the termination inventory of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business in a manner consistent with past practice; (v) Enter into any lease of real practice or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than materially change its policies or practice of discharging trade payables in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business;business. (viic) Commence The Seller covenants and agrees that, without the prior written consent of the Purchaser (which timely consent shall not be unreasonably withheld), it will not, and will not permit any Subsidiary to, prior to the Closing, (i) change its purchasing or settle pricing policies in a manner material to the Business, (ii) eliminate or introduce any Action other than cash settlements that do not involve product line of the Business or (iii) enter into any covenants new strategic relationships or other agreements limiting the activities of EQT Energy, EESH or Subco alliances relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Businesswith third parties, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each caseother than, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach case of any covenant made by EQT Energy of clauses (i), (ii) or EESH in (iii), as previously disclosed to the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingPurchaser.

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and continuing until the earlier of termination of this Agreement and the Closing Date of the Asset ContributionDate, unless EQM Parent shall otherwise agree in writing (and except as to the extent expressly provided otherwise contemplated by in this Agreement or Agreement), the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation business of the Assets Company and its Subsidiaries shall be conducted only in the ordinary course of business consistent with past practice; and EQT Gathering the Company shall use commercially reasonable efforts to, and shall use commercially reasonable efforts to (i) cause each of its Subsidiaries to, preserve substantially intact the business organization and assets of EQT Gatheringthe Company and its Subsidiaries, (ii) keep available the services of the current officers officers, employees and consultants of EQT Gathering, (iii) preserve intact the Assets Company and (iv) its Subsidiaries and preserve the current relationships of EQT Gathering (solely the Company and its Subsidiaries with respect to the Assets) with distributors, customers, suppliers and other Persons persons with which EQT Gathering the Company or any of its Subsidiaries has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date earlier of the Asset ContributionClosing and the termination of this Agreement, except as required by Applicable Lawset forth in Schedule 5.1 of the Disclosure Memorandum, EQT Gathering neither the Company nor any of its Subsidiaries shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayedParent: (a) amend or otherwise change its Charter or Bylaws or equivalent organizational documents; (b) issue, sell, pledge, dispose of or otherwise subject to any Encumbrance (i) Enter any shares of capital stock of the Company or any of its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any such shares, or any other ownership interest in the Company or any of its Subsidiaries other than (A) issuance of shares of Company Common Stock upon the exercise of Stock Purchase Rights outstanding on the date of this Agreement, (B) grants of Company Stock Options to newly hired employees of the Company with an exercise price equal to the fair market value of the Company’s Common Stock at the time of such grants if the aggregate amount of exercise prices for all such Company Stock Options granted after June 8, 2009 and all other Stock Purchase Rights outstanding on June 8, 2009 do not exceed $35,000,000 and which are otherwise on terms consistent with the Company’s prior grants of Company Stock Options, including that no such grants may provide for acceleration of vesting as a result of the transactions contemplated by this Agreement, (C) issuance of shares of Company Common Stock in connection with Permitted Acquisitions, and (D) issuance of new stock certificates in connection with transfers by Shareholders, provided that such transfers do not violate the Voting Agreement, or (ii) any properties or assets of the Company or any of its Subsidiaries, other than sales or transfers of inventory or accounts receivable in the ordinary course of business consistent with past practice, sales of obsolete or worn out equipment or sales of an immaterial amount of assets that are no longer used in the conduct of the Company’s business, or subjecting such properties or assets to Permitted Encumbrances; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, or make any other payment on or with respect to any of its capital stock, except for dividends by any direct or indirect wholly owned Subsidiary of the Company to the Company; (d) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock or make any other change with respect to its capital structure; (e) acquire any corporation, partnership, limited liability company, other business organization or division thereof or any material amount of assets, other than in connection with a Permitted Acquisition, or enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assetsarrangement; (iif) Sellexcept for the Merger or in connection with a Permitted Acquisition, pledgeadopt a plan of complete or partial liquidation, distribute (dissolution, merger, consolidation, restructuring, recapitalization or declare a distribution with respect to)other reorganization of the Company or any of its Subsidiaries, dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than alter the Company’s or a Permitted Lien) its interest in the AssetsSubsidiary’s corporate structure; (iiig) Incur incur any Indebtedness indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans or advances, except in each casethe ordinary course of business consistent with past practice under loan agreements set forth in the Company Disclosure Memorandum; provided, that would be Asset Liabilities in no event shall the Company or that affect the Assetsany of its Subsidiaries (i) incur, assume or guarantee any long-term indebtedness for borrowed money or (ii) make any optional repayment of any indebtedness for borrowed money; (1h) Amendexcept in the ordinary course of business, enter into, amend, waive, or modify in any material respect or consent to the termination of any Material Contract Contract, or amend, waive, modify or consent to the termination of the Company’s or any of its Subsidiaries’ rights of EQT Gathering thereunder, and (2) Enter or enter into any other Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (vi) Enter authorize, or make any commitment with respect to, any single capital expenditure that is in excess of $500,000 or capital expenditures that are, in the aggregate, in excess of $1,000,000 for the Company and its Subsidiaries taken as a whole; (j) enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to and $200,000 in any single year in the Assetsaggregate for all such leases; (vik) Other enter into or amend any employment, consulting or agency Contract, or increase, defer or fail to pay the compensation payable or to become payable to its officers, employees, agents or consultants or grant any severance or termination pay to (other than as required by applicable Law), or enter into any employment or severance Contract (other than for less than $25,000, in the ordinary course of business in connection with employees who are being terminated or who have been terminated) with, any director, officer or employee of the Company, or establish, adopt, enter into, terminate, fail to renew, or amend any Employee Benefit Plan, collective bargaining agreement, Contract, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except for normal merit and cost-of-living increases consistent with past practice in salaries or wages of employees of the Company or any of its Subsidiaries who are not directors or officers of the Company or any of its Subsidiaries and who receive less than $150,000 in total annual cash compensation from the Company or any of its Subsidiaries, or pay, loan or advance any amount to, any director, officer or employee of the Company or any of its Subsidiaries, or forgive, cancel or defer any indebtedness or waive any claims or rights of material value (including any indebtedness owing by any shareholder, officer, director, employee or Affiliate of the Company); (l) enter into any Contract with any Related Party of the Company or any of its Subsidiaries; (m) enter into any Contract relating to or containing any marketing or joint marketing arrangements; (n) make any change in any method of accounting or accounting practice or policy, except as required by GAAP; (o) make, revoke or modify any material Tax election, settle or compromise any Tax liability, file any Return other than on a basis consistent with past practice, enter into any agreement with a Governmental Body with respect to Taxes or otherwise enter into a Contract with respect to Taxes; (p) pay, discharge or satisfy any Claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against on the Company Balance Sheet or subsequently incurred in the ordinary course of business consistent with past practice or in connection with the transactions contemplated by this Agreement; (q) cancel, compromise, waive or release any right or Claim other than in the ordinary course of business consistent with past practice, ; (r) materially change the amount of any insurance coverage; (s) permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset currently used in the business of the AssetsCompany or any of its Subsidiaries or sell, assign, transfer or otherwise Encumber any rights to Exploit Company IP; (viit) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or except in the aggregate in excess ordinary course of $25,000; (viii) With respect to the Assetsbusiness consistent with past practice, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ixu) Take commence or settle any Claim other than (A) for the routine collection of bills, (B) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business (provided that it consults with Parent), or (C) for a breach of this Agreement; (v) amend or otherwise take any action that would permit or cause any Company Option to accelerate in contemplation of or as a consequence of the Merger or the other transactions contemplated by this Agreement; (w) take any action, or intentionally fail to take any action, that would cause any representation or warranty made by the Company in this Agreement or any Operative Document to be untrue or result in a breach of any covenant made by EQT Gathering the Company in a Transferred Contract this Agreement or any Operative Document such that the conditions set forth in Section 7.3(a) would not be satisfied, or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; andor (x) Announce an intention, enter into any formal or informal binding agreement, or otherwise make a commitment commitment, to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. (a) Between The Seller covenants and agrees that, between the date of this Agreement hereof and the Closing Date of Date, the Asset Contribution, unless EQM Seller shall otherwise agree in writing conduct the Business and except as otherwise contemplated by this Agreement or hold and use the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Transferred Assets shall be conducted only in the ordinary course of business the Business consistent with past prior practice; , except as described in Section 5.01(a) of the Disclosure Schedule or with the prior written consent of the Purchaser. Without limiting the generality of the foregoing, the Seller covenants and EQT Gathering shall agrees that, prior to the Closing, the Seller: (i) will use commercially all reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current its relationships of EQT Gathering (solely with respect to the Assets) with distributors, its customers, suppliers and other Persons persons with which EQT Gathering it has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date relationships in respect of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, Business or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Transferred Assets; (ii) Sellwill not (x) change its accounting methods, pledge, distribute principles or practices used in respect of the Business or the Transferred Assets or (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose y) revalue any of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Transferred Assets; (iii) Incur any Indebtedness for borrowed money will not incur, or issue any debt securities assume or assumebecome subject to, whether directly or by way of guarantee or endorseotherwise, any Liability solely in connection with the Business or otherwise become responsible forthe Transferred Assets, the obligations of any Personother than (x) Excluded Liabilities, in each case, (y) Liabilities that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent are discharged prior to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, Closing and (2z) Enter into any Contract relating to the Assets other than trade or business obligations or Liabilities incurred in the ordinary course of business consistent with past practicethe Business that, individually or in the aggregate, would not have a Material Adverse Effect; (iv) will not permit or allow any of the Transferred Assets to be subject to any additional Encumbrances other than Permitted Encumbrances arising in the ordinary course of the Business after the date hereof or Encumbrances that are discharged prior to the Closing, or sell, transfer, lease or otherwise dispose of any of the Transferred Assets, except for sales of inventory in the ordinary course of the Business; (v) Enter into will not grant any lease increase in salary, wages, bonuses, commissions or other compensation payable or to become payable to any of real the Manufacturers Representatives, make any change in the manner in which any of the Manufacturers Representatives are compensated, or personal property provide for any additional or supplemental benefits for any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in the Manufacturers Representatives that would increase any single case which relates to of the AssetsAssumed Liabilities; (vi) Other than will not grant any increase in salary, wages, bonuses, commissions or other compensation payable or to become payable to any Designated Employees, make any change in the manner in which any Designated Employees are compensated, or provide for any additional or supplemental benefits for any Designated Employees that would increase any of the Assumed Liabilities; (vii) will not make any capital expenditure or commitment for additions to property, equipment or facilities solely maintained or solely related to the Business or the Transferred Assets; (viii) will not license, sell, transfer pledge, dispose of or permit to lapse any right under or respecting, or enter into any settlement regarding the breach or infringement of, any of the Business Intellectual Property; (ix) will not cancel, modify or breach any existing insurance coverage solely with respect to the Business or the Transferred Assets, or fail to pay any premium payable thereunder when due; (x) will not enter into, or be a party to, any transaction with any Affiliate that relates solely to the Business or any of the Transferred Assets except transactions in the ordinary course of business the Business consistent with past practice, permit practice and on terms that are not less favorable to the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used Seller than would be obtained in the business of the Assetsan arm's length transaction with an unrelated third party; (viixi) Commence or settle any Action other than cash settlements that do will not involve any covenants or other agreements limiting permit the activities Inventories to exceed the limits set forth in Section 5.01(a) of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000Disclosure Schedule; (viiixii) With will not agree, whether in writing or otherwise, to do anything described in clauses (ii) through (xi) above; (xiii) will make or cause to be made all necessary filings with respect to the Assets, accelerate Business or the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent Transferred Assets with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effectall Governmental Authorities; and (xxiv) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any will notify the Purchaser of the foregoingoccurrence of any event or the receipt of any written communication which asserts non-performance by the Seller under any Transferred Contract or any firm order comprising the backlog referred to in Section 3.19 of this Agreement. (b) Between Notwithstanding the date covenants of this Agreement the Seller contained in Section 5.01(a) and notwithstanding the Seller's agreement pursuant to Section 2.01(a) (xi), the Purchaser hereby agrees that the Seller may change its legal name from "MPD Technologies Inc." to "Ericsson Amplifier Technologies Inc" or any similar name. The Seller and the Closing Date for Purchaser shall cooperate fully with each other to allow the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or Seller to achieve such a name change while preserving the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation right of the Subco Business shall be conducted only in Purchaser to acquire the ordinary course of business consistent with past practice; and EQT Energy and EESHSeller's current name hereunder. Further, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts Seller and the Subco Business Purchaser shall cooperate fully with each other to amend any export licenses (if necessary) to reflect such circumstances and (ii) preserve changes. After the current relationships Closing, the Purchaser shall grant the Seller a non-exclusive license to use the name "MPD Technologies, Inc." in connection with the Seller's performance of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement Excluded Assets and the Closing Date for Excluded Liabilities until such time as the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose Seller has amended its export licenses to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) reflect its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingname change.

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement The Seller covenants and the Closing Date agrees that, except as described in Section 5.01 of the Asset ContributionSeller Disclosure Schedule, unless EQM shall otherwise agree in writing and except as otherwise contemplated contemplated, permitted or required by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation any of the Assets Ancillary Agreements or as required by applicable Law, between the date hereof and the Closing, the Seller shall be conducted only cause the Company to (i) conduct its business in the ordinary course of business in all material respects, including without limitation: (A) making or committing to appropriate capital expenditures in a timely manner, (B) maintaining marketing spending at levels consistent with past practice and (C) satisfying accounts payable and collecting accounts receivable in a manner consistent with past practice; and EQT Gathering shall use commercially (ii) take all reasonable efforts steps to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers Company and consultants to preserve and retain the goodwill of EQT Gatheringthe Company and, in particular, of the trademarks used in the conduct of the Business. The Seller shall allow access, upon reasonable written notice and during normal business hours, by the Purchaser’s representatives to such books and records of the Company as are reasonably necessary for the Purchaser to ascertain compliance by the Seller with the undertakings of the Seller set forth in this Agreement. The Seller shall, within five (iii5) preserve intact Business Days following the Assets date hereof, cause the Company to announce to its employees the appointment of the individuals listed in Section 5.01(h) of the Seller Disclosure Schedule as the new management team of the Company. Except as described in Section 5.01 of the Seller Disclosure Schedule, as contemplated, permitted or required by this Agreement or as required by applicable Law, the Seller covenants and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitationagrees that, between the date of this Agreement hereof and the Closing Date of the Asset ContributionClosing, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which the Purchaser (such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), the Company will not: (ia) Enter into issue or sell any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute interest in its registered capital (or declare a distribution with respect to)any option, dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants warrant or other agreements limiting right to acquire the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000same); (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date amend or restate its Articles of this Agreement and the Closing Date for the Subco AssignmentAssociation (or similar organizational documents); (c) change any method of accounting or accounting practice or policy used by it, unless EQM shall otherwise agree other than such changes as are mandatorily required by generally accepted accounting principles in writing and except as otherwise contemplated by this Agreement effect or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only a Governmental Authority in the ordinary course PRC; (d) fail to exercise any rights of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely renewal with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of its material Leased Real Property, excluding the following without the prior written consent of EQMXxxxx Parkside Leased Property, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interestsby its terms would otherwise expire; (iie) Sell, pledge, distribute (settle or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in compromise any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate claims in excess of $25,000RMB 500,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) Between as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date of this Agreement hereof and the Closing Date Date, each of ICX, Seller and each Seller Subsidiary shall (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, (ii) continue to make capital expenditures in accordance with Seller’s 2009 capital plan, and (iii) use its commercially reasonable efforts to keep available the services of the Asset Contributioncurrent officers, unless EQM shall otherwise agree in writing key employees and consultants of the Business and to preserve the goodwill and current relationships of ICX, Seller and each Seller Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise expressly contemplated by this Agreement Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld or delayed), neither ICX, Seller nor any Seller Subsidiary shall, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the following: (i) distribute, sell, assign, transfer, lease, abandon or otherwise dispose of any interest in, any of the Transferred Assets or the Asset Disclosure Schedulesassets of ICX (except cash held by ICX) which distribution, EQT Gathering hereby agrees that sale, assignment, transfer, lease, abandonment or disposition is material, individually or in the ownership and operation aggregate, to the Business taken as a whole, other than sales or licenses of the Assets shall be conducted only goods or services in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Selldistribute, pledgesell, distribute (assign, transfer, lease or declare a distribution with respect to), dividend (or declare a dividend with respect to), otherwise dispose of any interest in, or otherwise subject incur a Lien upon, any of the Shares; (iii) grant any Lien, or permit or suffer to exist any Lien (other than a Permitted Lien) its interest in , on any of the AssetsTransferred Assets or assets owned by ICX, or cancel any material debts or settle, discharge or waive any material claims or rights pertaining to the Business, the Transferred Assets or assets owned by ICX; (iiiiv) Incur any Indebtedness for borrowed money or issue any debt securities or assumematerially change, guarantee or endorse, amend or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities modify or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of terminate any Material Contract Contract, Material Real Property Lease or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets with a Material Customer or Material Vendor, other than in the ordinary course of business consistent with past practice; (v) Enter into enter into, or become obligated under any lease of real or personal property Material Contract, Material Real Property Lease or any renewals thereof involving Contract with a term of more than one year Material Customer or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practiceMaterial Vendor, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (vvi) Enter into materially delay or materially postpone the payment of accounts payable or other liabilities or accrue any lease expenses outside the ordinary course of real business consistent with past practice, or personal property accelerate the prepayment of any accounts receivable or any renewals thereof involving a term accelerate xxxxxxxx or recognize revenue outside the ordinary course of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Businessbusiness consistent with past practice; (vivii) Other amend or terminate without cause any employment agreement or enter into any new employment agreement with any Employee providing for base salary in excess of $175,000 per year, for a term longer than one year, or providing a benefit upon a change in control; (viii) as for ICX only, merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire, any business, business organization or division thereof, of any other Person; (ix) as for ICX only, except with respect to endorsement of negotiable instruments in the ordinary course of business consistent with past practice, incur, assume or guarantee any Indebtedness, except for (A) purchase money borrowings and capitalized leases in the ordinary course of business in principal amount not exceeding $250,000 in the aggregate, or (B) Indebtedness owed between ICX and an Affiliate of Seller that will be repaid on or prior to Closing; (x) make or change any material Tax election, change an annual accounting period, adopt or change any accounting method with respect to ICX that would adversely affect the tax treatment of ICX for Purchaser; (xi) fail to maintain in effect insurance of such types, covering such risks and with amounts and deductibles as are in place on the date of this Agreement solely with respect to the Business and the Transferred Assets; (xii) grant any rights or licenses or transfer to any Person any rights to any ICX Intellectual Property or that is intended to be Transferred Intellectual Property, other than in the ordinary course of business consistent with past practice, permit the lapse of or make or enter into any right relating covenants and agreements not to any material intangible asset used assert or enforce rights in the Subco Businessor with respect to such intellectual property; (viixiii) Commence fail to take reasonable actions to maintain and protect the ICX Intellectual Property and the Transferred Intellectual Property (including making filings and payments of maintenance or settle any Action similar fees required or reasonably necessary) other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ixxiv) Take change, amend or otherwise modify any actionaccounting practice or policy or procedure with respect to the Business, except as required by US GAAP or applicable Law; or (xv) authorize, or intentionally fail commit or agree to take, any of the foregoing actions. If ICX, Seller or a Seller Subsidiary desire to take any actionaction described in this Section 5.01, that would result Seller may, prior to any such action being taken, request Purchaser’s consent via an electronic mail and facsimile (with transmission confirmed) to the individuals listed on Exhibit F. Purchaser shall be deemed to have consented to such action unless Purchaser notifies Seller in a breach writing by 11:59 p.m. (Eastern time) on the fifth Business Day following delivery of any covenant made by EQT Energy or EESH all notices required in the Subco Contracts or preceding sentence that has or would reasonably be expected Purchaser does not consent to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingsuch action.

Conduct of Business Prior to the Closing. (a) Between From the date of this Agreement and Effective Date until the Closing Date of the Asset ContributionClosing, unless EQM shall otherwise agree in writing and except as otherwise contemplated by provided in this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only including as provided in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to paragraph (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not dob), or propose consented to do, directly or indirectly, any of the following without the prior written consent of EQM, in writing by Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (Seller shall, and shall cause CPBR, to conduct the business of CPBR and operate or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest maintain the Facility in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assumeordinary course of the CPBR Business consistent with past practice and use reasonable best efforts to maintain and preserve intact the current organization and business of CPBR and to preserve the rights, guarantee or endorsegoodwill and relationships of its employees, or otherwise become responsible forcustomers, lenders, suppliers, regulators and others having business relationships with CPBR. Without limiting the obligations of any Personforegoing, in each casefrom the Effective Date until the Closing Date, that would be Asset Liabilities or that affect the Assets;Seller shall: (1) Amendcause CPBR to preserve and maintain all of its Permits; (2) cause CPBR to pay its debts, waiveTaxes and other obligations when due; (3) cause CPBR to maintain the properties and assets owned, operated or modify used by CPBR in any the same condition as they were on the Effective Date, subject to reasonable wear and tear; (4) cause CPBR to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (5) cause CPBR to perform all of its obligations under all Material Contracts relating to or affecting its properties, assets or business; (6) cause CPBR to maintain its books and records in accordance with past practice; (7) cause CPBR to comply in all material respect respects with all applicable Laws; (8) cause CPBR to not increase the compensation, bonus, commissions or consent fee arrangements payable or to become payable by CPBR to its employees, except in the termination ordinary course of any Material Contract or business; (9) cause CPBR to not enter into, amend, waive, modify or consent terminate any new or existing Material Contract (including, without limitation, agreements obligating CPBR to the termination of any rights of EQT Gathering thereunder, and (2pay capitalized expenses) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practicepractices; (v10) Enter into cause CPBR to not incur any lease of real additional Indebtedness or personal property or accrue any renewals thereof involving a term of more additional liabilities other than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than trade indebtedness incurred in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assetspractices; (vii11) Commence cause CPBR to not acquire, lease or settle dispose of any Action equipment (other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practicebusiness); (ix12) Take Not make any actionsettlement of or compromise any Tax liability, change any Tax election or intentionally fail to take Tax method of accounting or make any action, that would result in a breach new Tax election or adopt any new Tax method of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following accounting without the prior written consent of EQMBuyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interestsconditioned; (ii13) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject Not make any material changes to any Lien (other than a Permitted Lien) its interest in Subco, CPBR Benefit Plan or materially increase the assets Liabilities of Subco or the Subco ContractsCPBR thereunder; (iii14) Incur Except as provided in this Agreement, not make any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent distributions to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse EffectSeller from CPBR; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except as (i) approved in writing by the Purchaser, (ii) required by the terms of this Agreement, (iii) described in Section 5.01 of the Disclosure Schedule, or (iv) required by, arising out of, relating to or resulting from its obligations as a debtor or debtor in possession under the Bankruptcy Code and as approved by the U.S. Bankruptcy Court, or any requirements of the Joint Provisional Liquidators (whether pursuant to the Bermuda Order or any other order of the Bermuda Court), and/or any order of the Bermuda Court, between the date hereof and the time of the Closing: (a) Between Neither the date Seller (as it relates to the Business), any Acquired Subsidiary nor the Excluded Subsidiaries (excluding PCL) shall conduct its business other than in the ordinary course and consistent with the Seller's, such Acquired Subsidiary's or Excluded Subsidiaries' prior practice, including meeting its post-petition obligations as they become due. Without limiting the generality of this Agreement the foregoing the Seller shall (as it relates to the Business), and shall cause each Acquired Subsidiary and each Excluded Subsidiary (excluding PCL) to, (v) not shorten or lengthen the customary payment cycles for any of their payables or receivables, including the Commercial Payables and Receivables; (w) use their reasonable efforts to (A) preserve intact their business organizations and the Closing Date business organization of the Asset ContributionBusiness, unless EQM shall otherwise agree the Acquired Subsidiaries and the Excluded Subsidiaries (excluding PCL), (B) not terminate the employment of any employees of Acquired Subsidiaries with an annual base salary in writing excess of $100,000 (C) continue in full force and except as otherwise contemplated by this Agreement effect without material modification all existing policies or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation binders of insurance currently maintained in respect of the Assets shall be conducted only Seller, each Acquired Subsidiary and the Business (except the GC Policies, as to which Seller makes no covenants) and, and (D) preserve their current relationships with their customers, suppliers and other persons with which they have had significant business relationships; (x) not exercise, without the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.18(b)(i) of the Disclosure Schedule which by their terms would otherwise expire; (y) enter into any contracts, agreements or other obligations for the expenditure of any amounts in respect of capital expenditures (as such term is used in the Financial Statements) otherwise than as reasonably required in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and or not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, make any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose capital expenditures in excess of or less than otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than required in the ordinary course of business consistent with past practice; (v) Enter into business, and after December 31, 2002, the Seller shall not make any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse expenditure of any right relating to Intellectual Property Assets or any other material intangible asset used amounts in the business respect of the Assets; capital expenditures (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate Activation Costs) in excess of $25,000; 200,000 per item unless the request for expenditure was itemized at the biweekly management meeting between Seller and Purchaser setting out the forthcoming two week plan for capital expenditure and Purchaser consents, such consent not to be unreasonably withheld, within three (viii3) With respect Business Days after such meeting to the Assetssuch expenditure; and (z) not engage in any practice, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take take any action, or intentionally fail to take any action, that action or enter into any transaction which would reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by EQT Gathering the Seller in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingthis Agreement. (b) Except as set forth in Section 5.01 of the Disclosure Schedule, between the date hereof and the time of the Closing, without the prior written consent of the Purchaser, none of the Seller, any Acquired Subsidiary (in respect of any Assets) or any Excluded Subsidiary (excluding PCL) will do any of the things enumerated in the second sentence of Section 3.12 (including, without limitation, clauses (a) through (z) thereof). (c) Between the date of this Agreement hereof and Closing, the Closing Date for Seller shall and shall cause the Subco AssignmentAcquired Subsidiaries to (i) use commercially reasonable efforts to safeguard, unless EQM shall otherwise agree in writing preserve and except as otherwise contemplated by this Agreement or maintain the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation condition of the Subco Business Acquired Assets; (ii) not without the prior written consent of the Purchaser, lease, license, or otherwise surrender, relinquish, encumber or dispose of any of the Acquired Assets; provided, however, that nothing shall be conducted only prohibit or restrict the Seller from selling capacity arrangements (including IRUs) in the ordinary course of business that are on terms consistent with past practicemarket practice and that provide a positive cash contribution over the life of the agreement; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur not dissolve, re-organize or take any Indebtedness steps towards the winding-up or the liquidation of the Excluded Subsidiaries; provided, however, that the foregoing clause (c)(iii) shall not apply to PCL or Asia Global Crossing Development Co. (d) The Seller shall, and shall cause each of the Acquired Subsidiaries and each Excluded Subsidiary (excluding PCL) to, use its reasonable commercial efforts to implement and maintain cost reduction initiatives consistent with the plans disclosed to the Purchaser prior to the date hereof or as otherwise agreed in advance in writing with the Purchaser. The Purchaser shall not unreasonably withhold or delay any approval or consent requested by the Seller pursuant to this Section 5.01. Any such approval or consent shall be deemed given if, within ten Business Days after the Purchaser's receipt of a written request for borrowed money any such approval or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible forconsent (specifically stating that the matter requires prompt attention and referring to this Section 5.01 and the ten Business Day period), the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent Purchaser shall not have given written notice to the termination Seller of the Subco Contracts its denial, approval or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingconsent.

Conduct of Business Prior to the Closing. (a) Between From the date of this Agreement and Effective Date until the Closing Date of the Asset ContributionClosing, unless EQM shall otherwise agree in writing and except as otherwise contemplated by provided in this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only including as provided in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to paragraph (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not dob), or propose consented to do, directly or indirectly, any of the following without the prior written consent of EQM, in writing by Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (Seller shall, and shall cause CPBR, to conduct the business of CPBR and operate or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest maintain the Facility in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assumeordinary course of the CPBR Business consistent with past practice and use reasonable best efforts to maintain and preserve intact the current organization and business of CPBR and to preserve the rights, guarantee or endorsegoodwill and relationships of its employees, or otherwise become responsible forcustomers, lenders, suppliers, regulators and others having business relationships with CPBR. Without limiting the obligations of any Personforegoing, in each casefrom the Effective Date until the Closing Date, that would be Asset Liabilities or that affect the Assets;Seller shall: (1) Amendcause CPBR to preserve and maintain all of its Permits; (2) cause CPBR to pay its debts, waiveTaxes and other obligations when due; (3) cause CPBR to maintain the properties and assets owned, operated or modify used by CPBR in any the same condition as they were on the Effective Date, subject to reasonable wear and tear; (4) cause CPBR to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (5) cause CPBR to perform all of its obligations under all Material Contracts relating to or affecting its properties, assets or business; (6) cause CPBR to maintain its books and records in accordance with past practice; (7) cause CPBR to comply in all material respect respects with all applicable Laws; (8) cause CPBR to not increase the compensation, bonus, commissions or consent fee arrangements payable or to become payable by CPBR to its employees, except in the termination ordinary course of any Material Contract or business; (9) cause CPBR to not enter into, amend, waive, modify or consent terminate any new or existing Material Contract (including, without limitation, agreements obligating CPBR to the termination of any rights of EQT Gathering thereunder, and (2pay capitalized expenses) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practicepractices; (v10) Enter into cause CPBR to not incur any lease of real additional Indebtedness or personal property or accrue any renewals thereof involving a term of more additional liabilities other than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than trade indebtedness incurred in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assetspractices; (vii11) Commence cause CPBR to not acquire, lease or settle dispose of any Action equipment (other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practicebusiness); (ix12) Take Not make any actionsettlement of or compromise any Tax liability, change any Tax election or intentionally fail to take Tax method of accounting or make any action, that would result in a breach new Tax election or adopt any new Tax method of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following accounting without the prior written consent of EQMBuyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interestsconditioned; (ii13) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject Not make any material changes to any Lien (other than a Permitted Lien) its interest in Subco, CPBR Benefit Plan or materially increase the assets Liabilities of Subco or the Subco ContractsCPBR thereunder; (iii14) Incur Except as provided in this Agreement, not make any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent distributions to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse EffectSeller from CPBR; and (x15) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any Keep Buyer informed of the foregoingstatus of any material discussions or negotiations with PGE, the Port of St. Helens and any other Government Agencies with respect to the operation of the Facility.

Conduct of Business Prior to the Closing. (a) Between From the date of this Agreement and hereof until the Closing Date of the Asset ContributionClosing, unless EQM shall otherwise agree in writing and except as otherwise contemplated by provided in this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only consented to in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to writing by Parent (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend the Company shall: (or declare a dividend with respect to), dispose a) conduct the business of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than Company in the ordinary course of business; (b) use commercially reasonable efforts to maintain and preserve intact the current organization, business consistent and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having business relationships with past practice; the Company; or (vc) Enter into not sell, transfer, assign, or exclusively license to a third party, or abandon or permit to lapse or expire any lease material Intellectual Property Rights owned by any of real or personal property or any renewals thereof involving a term the First Heritage Entities (other than non-exclusive licensing of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than Intellectual Property Rights in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between business). From the date of this Agreement and hereof until the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco AssignmentDate, except as required consented to in writing by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, Parent (which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (the Company shall not take any action that would cause any of the changes, events or declare a dividend with respect to)conditions described in Section 3.08 to occur; provided, dispose of (other than pursuant however, that the Company may pay accrued tax distributions to Unitholders and Warrantholders immediately prior to Closing. Notwithstanding anything to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest contrary in Subcothis Section 5.01, the assets of Subco or Company shall be permitted until the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, date that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and is two (2) Enter into any Contract relating Business Days prior the Closing to draw down on the Subco Business other than MidCap Indebtedness, even if such draws are not in the ordinary course of business consistent business, as long as the Company remains in compliance with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year the Minimum Liquidity covenant provided in any single case which relates Section 5.12. Notwithstanding anything to the Subco Business; contrary in this Agreement, without the prior written consent of Parent, in no event may the Company initiate any outgoing wire transfer, withdrawal or other debit transaction (vi) Other other than checks clearing in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used course) in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting Specified Account from 6:00 p.m. Eastern Time on the activities of EQT Energy, EESH or Subco relating day prior to the Subco Business and that do not involve payments individually or in Closing Date until the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to Closing shall have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingoccurred.

Conduct of Business Prior to the Closing. (a) Between From and after the date hereof, and until completion of this Agreement and the Closing Date of the Asset ContributionClosing, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or approved in writing by Manitex, IPEF shall use its reasonable best efforts to cause PM and O&S to conduct the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only respective businesses in the ordinary course of business business, consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact . Without limiting the business organization and assets of EQT Gathering, (ii) keep available the services generality of the current officers and consultants of EQT Gatheringforegoing, (iii) preserve intact during the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, period between the date hereof and the occurrence of Closing, and unless otherwise contemplated by this Agreement and the Closing Date of the Asset Contribution, except as required or approved in writing by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQMManitex, which consent shall not be unreasonably withheld, conditioned withheld or delayed, IPEF shall use its reasonable best efforts to procure that nor PM or O&S: (a) issues, sells, pledges, transfers, grants, otherwise disposes of or encumbers any shares of capital stock or other equity interests of PM and O&S, convertible bonds, bonds with warrants or any other securities convertible into or exercisable for any shares of capital stock of PM and O&S or equity interests, any rights, warrants, options, calls or commitments to acquire or related to any shares of capital stock or other equity interests with respect to PM and O&S, any awards under any bonus, incentive or other compensation plan or arrangement which would result in the right to receive shares or other equity interests of PM and O&S (including the grant of stock options, stock appreciation rights or other stock related awards) or modifies or amends any right of any holder of outstanding shares of capital stock of, or any options with respect to PM and O&S; (b) takes any action that would require a resolution of the shareholders meeting of PM and O&S, except for those resolutions that may be required to effectuate and carry out the terms and conditions of this Agreement; (c) borrows from financial institutions, issues any debt securities or otherwise incurs any indebtedness or guarantees any indebtedness, assumes guarantee or endorses of any obligations of any other Person other than as set forth in the Banks Restructuring Agreement; (x) xxxges or consolidates or agrees to merge or consolidate with any Person or takes any action with respect to any recapitalization, restructuring reorganization, liquidation or dissolution of PM and O&S other than the actions laid out in the Banks Restructuring Agreement; (e) sells, transfers, leases, mortgages, encumbers, licenses or otherwise disposes of assets (other than the equity interest in Pilosio under the Pilosio Transfer Agreement), properties or businesses in any transaction or series of related transactions; incur, create or assume any Encumbrance on any of the assets or properties of any company of PM and O&S other than as permitted under the Banks Restructuring Agreement; (f) changes the Organizational Documents of PM and O&S, save for those necessary to comply with any mandatory provision of law; (g) changes the normal level of inventories or supplies, or alter its practice or policy in collection of accounts receivable or payment of accounts payable, other than in the ordinary course of business; (h) assumes or enters into or renegotiates or renews any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization at, or any employee, of PM and O&S; (i) Enter into makes any joint ventureloans, strategic allianceadvances or capital contributions to, exclusive dealingor investments in, noncompetition or similar contract or arrangement that affects the Assetsany other Person; (iij) Sellsettles any pending or threatened claims, pledgeactions, distribute (arbitrations, disputes or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assetsproceedings; (iiik) Incur makes any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, capital expenditure in excess of the obligations of any Person, amounts set out in each case, that would be Asset Liabilities or that affect the AssetsRestructuring Plan with respect to the relevant timeframe; (1l) Amendacquires (by merger, waiveconsolidation or acquisition of shares or assets) any corporation, partnership or modify in other business organization or division or business unit or material asset thereof or any material respect equity interest therein; (x) xxxers into or consent to the termination of effectuates any Material Contract transaction with its Affiliate or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other related person other than in the ordinary course of business consistent with past practice; (v) Enter into and on arm’s length terms and/or makes any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates payment to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action its Affiliates other than cash settlements that do not involve any covenants pursuant to agreements executed before or other agreements limiting after the activities Date of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash Signing on hand, except, in each casearm’s length terms, in the ordinary course of business consistent and consistently with past practice; (ixA) Take makes any action, or intentionally fail to take any action, that would result change in a breach the terms and conditions of employment of any covenant made by EQT Gathering in a Transferred Contract director, officer or that has employee or would reasonably be expected to have a Gathering System Material Adverse Effect; and (xB) Announce an intentionhires, enter into any formal employs or informal agreementlays off directors, officers or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignmentemployees, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into business; grants any lease increase in the compensation of real their directors, officers and employees; pays or personal property provides compensation or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates benefit to the Subco Business; (vi) Other its directors, officers and employees other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Businessbusiness; (viio) Commence implements any change in accounting methods, principles, practices or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingprocedures.

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and the Closing Date of the Asset Contribution, unless EQM shall Unless Merger Sub otherwise agree agrees in writing (such agreement not to be unreasonably withheld) and except as otherwise contemplated by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitationset forth herein, between the date of this Agreement and the Closing Date Date, Company will , and will cause each Company Subsidiary to (i) conduct the Business only in the ordinary course; (ii) use reasonable efforts, subject to the limitations set forth herein, to preserve the current relationships of the Asset ContributionCompany and the Company Subsidiaries with their respective customers, except suppliers, distributors, officers and other key employees and other Persons with which the Company and the Company Subsidiaries have significant business relationships; (iii) use reasonable efforts to maintain its assets and properties in their current condition, normal wear and tear excepted; and (iv) maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with past practice. (b) Except as required by Applicable Lawexpressly provided in this Agreement, EQT Gathering between the date of this Agreement and the Closing Date, the Company will not, and shall cause the Company Subsidiaries not doto, or propose to do, directly or indirectly, do any of the following without the prior written consent of EQM, Merger Sub (which consent shall not be unreasonably withheld, conditioned or delayed:): (i) Enter into except for government liens on work in progress, create any joint ventureEncumbrance of any kind on any properties or assets (whether tangible or intangible) of the Company or any Company Subsidiary, strategic allianceother than (A) Permitted Encumbrances, exclusive dealing(B) Encumbrances that will be released at or prior to the Closing, noncompetition or similar contract or arrangement that affects (C) Encumbrances on assets having a value not exceeding $500,000 in the Assetsaggregate and (D) Encumbrances relating to any acquisitions permitted by clause (iii) below; (ii) Sellexcept for transactions among the Company and Company Subsidiaries sell, pledgeassign, distribute (transfer, lease or declare a distribution with respect to), dividend (or declare a dividend with respect to), otherwise dispose of or otherwise subject agree to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assumesell, guarantee or endorseassign, transfer, lease or otherwise become responsible for, the obligations dispose of any Personof the assets of the Company or any Company Subsidiary having a value individually exceeding $100,000, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (viii) Enter into acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any lease corporation, partnership or other business organization or division thereof, other than in connection with the transactions set forth in Section 7.01(b)(iii) of real or personal property or any renewals thereof involving a term the Disclosure Schedule and except for transactions with an aggregate fair market value of more less than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets1,000,000; (viiv) Other (A) increase the rate of compensation payable or to become payable to any of its directors, officers or employees, other than normal increases in the ordinary course of business consistent with past practicepractice to Persons receiving cash compensation of less than $100,000 per annum; (B) pay or provide for any bonus, permit the lapse stock option, stock purchase, profit sharing, deferred compensation, pension, retirement or other similar payment or arrangement to or in respect of any right relating such director, officer or employee except to Intellectual Property Assets the extent the Company or any other material intangible asset used in the business Company Subsidiaries are, on the date hereof, contractually obligated to do so or required to do so by Law and except as would not materially increase the benefits or compensation expense of the Assets; Company and the Company Subsidiaries; and (viiC) Commence enter into any new, or settle amend in any Action other than cash settlements that do not involve material respect any covenants existing employment, deferred compensation, severance, or consulting agreement, sales agency or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With Contract with respect to the Assetsperformance of personal services, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, except in the ordinary course of business consistent with past practicepractice with persons receiving cash compensation of less than $100,000 per annum; provided that any actions permitted by (A), (B) and (C) would not, in the aggregate, materially increase the benefits or compensation expense of the Company and the Company Subsidiaries; (v) change any method of accounting or accounting practice used by the Company or any Company Subsidiary; (vi) issue or sell any additional shares of the capital stock of, or other equity interests in, the Company or any Company Subsidiary, or securities convertible into or exchangeable for such shares or equity interests, or issue or grant of any options, warrants, calls, subscription rights or other rights of any kind to acquire additional shares of such capital stock, such other equity interests, or such securities; except pursuant to Company Options outstanding on the date hereof and the Warrants outstanding on the date hereof; (vii) amend the Company's or any Company Subsidiary's Articles of Incorporation or Bylaws or equivalent organizational documents; (viii) take any action which would interfere with the consummation of the transactions contemplated hereby, or make such consummation more difficult or materially delay the consummation of such transactions; (ix) Take incur, guarantee or assume any action, or intentionally fail to take any action, that would result in a breach indebtedness for borrowed money except for letters of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only credit in the ordinary course of business consistent and otherwise which in any event shall not exceed $100,000 in the aggregate; (x) declare, set aside or pay any stock split, dividend or distribution or capital return in respect of any shares of Company Stock or redeem, purchase or acquire any shares of Company Stock or Company Options or Warrants (except in connection with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and repurchase of any Company Stock in accordance with the Subco Business and (ii) preserve the current relationships terms of either of EQT Energy any agreements entered into with employees or EESH (solely with respect consultants to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between Company prior to the date hereof, which are set forth in Section 7.01(b)(x) of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose Disclosure Schedule); (xi) agree to do, directly or indirectly, take any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interestsactions specified in this Section 7.01(b); (iixii) Sellmake or change any Tax election, pledgechange any annual Tax accounting period, distribute (adopt or declare change any method of Tax accounting, file any amended Tax return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a distribution with respect to)Tax refund, dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject consent to any Lien (extension or waiver of the limitations period applicable to any Tax claim or assessment or take or omit to take any other than a Permitted Lien) its interest in Subcoaction, if any such action or omission would have the assets effect of Subco increasing the Tax liability or reducing any Tax Asset of the Subco ContractsCompany, any Company Subsidiary, Merger Sub or any Affiliate of Merger Sub; (iiixiii) Incur any Indebtedness for borrowed money abandon or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to material Proprietary Rights owned by the Company or any material intangible asset used in the Subco BusinessCompany Subsidiary except as required by contract or by applicable Law; (viixiv) Commence or settle submit any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate Government Bid in excess of $25,0005 million and where the EBIT margin would be less than 10% without giving notice of such bids to Merger Sub; in no event shall the Company be required to obtain Merger Sub's approval for such bids; (viiixv) With respect to intentionally take any action that would make the Subco Business, accelerate the collection of or discount representations and warranties in Article III inaccurate in any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice;material respect; or (ixxvi) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal indemnity arrangements with any directors, officers, shareholders or informal agreementAffiliates of the Company or any Company Subsidiary, or otherwise make a commitment to do waive any claims or rights it may have against any of the foregoing.

Conduct of Business Prior to the Closing. (a) Between Each of the Sellers covenants and agrees that, except as described in Section 5.01 of the Disclosure Schedule or contemplated, permitted or required by this Agreement and the Ancillary Agreements, between the date of this Agreement and the Closing Date Closing, each of the Asset ContributionStock Sellers shall cause each Learning Entity to (i) conduct its business in the ordinary course consistent with past practice in all material respects, unless EQM shall (ii) use its reasonable efforts to preserve intact in all material respects the business organization of the Learning Entities and (iii) make capital expenditures in the amounts set forth on, and otherwise agree in writing and except accordance with, the capital expenditures budget set forth in Schedule 5.01 of the Disclosure Letter. Except as otherwise contemplated described in Section 5.01 of the Disclosure Schedule or contemplated, permitted or required by this Agreement and the Ancillary Agreements, each Seller covenants and agrees that, between the date of this Agreement and the Closing, without the prior written consent of the Purchaser, the Learning Entities will not: (a) issue or sell any capital stock, notes, bonds or other securities of any Learning Entity (or any option, warrant or other right to acquire the same) or redeem any of the capital stock of any Learning Entity; (b) amend or restate the certificate of incorporation or bylaws (or similar organizational documents) of any Learning Entity; (c) (i) grant or announce any increase in the salaries, bonuses or other benefits payable by any Learning Entity to any Business Employees, other than as required by Law, or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation terms of any Plans existing as of the Assets shall date of this Agreement or other increases in the ordinary course of business consistent with the past practices of such Learning Entity (ii) establish, adopt, enter into, amend or terminate any Transferred Plan or any plan, agreement, program, policy or other arrangement that would be conducted only a Transferred Plan if it were in existence as of the date of this Agreement, other than in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, or (iii) preserve intact increase the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, funding obligation or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations contribution rate of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets Plan other than in the ordinary course of business consistent with past practice; (vd) Enter into change any lease method of real accounting or personal property accounting practice or policy used by any renewals thereof involving of the Learning Entities, other than such changes as are required by GAAP or a term Governmental Authority; (e) fail to exercise any rights of renewal with respect to any Leased Real Property that by its terms would otherwise expire; (f) compromise or settle any Action (A) resulting in an obligation of any Learning Entity to pay more than $5,000,000 in respect of compromising or settling such Action or (B) in respect of any claim of any Learning Entity to receive any payment of more than one year or rental obligation exceeding $100,000 per year 5,000,000 in respect of settling any single case which relates to the Assetssuch Action; (vig) Other acquire (by merger or stock or asset purchase or otherwise) any corporation, partnership, other business organization or any business or division thereof; (h) sell, license or otherwise dispose of any of the Owned Intellectual Property or Purchased Assets or assets of the Learning Entities, other than sales, licenses or other dispositions of assets made in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assetsbusiness; (viii) Commence incur, create, assume or settle otherwise become liable for any Action other than cash settlements that do not involve Indebtedness; (j) enter into, renew, extend, materially amend, fail to renew, cancel or terminate any covenants or other agreements limiting the activities of EQT Gathering Material Contract (including any Contract relating to the Assets and that do not involve payments individually ERP system) or in the aggregate in excess of $25,000; (viii) With respect Contract which if entered into prior to the Assetsdate hereof would be a Material Contract, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, other than author contracts in the ordinary course of business consistent with past practicebusiness; (ixk) Take implement or adopt any actionmaterial change in its financial accounting principles, practices or intentionally fail to take any actionmethods, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except than as required by Applicable LawGAAP, neither EQT Energy nor EESH, as applicable, shall do, applicable Law or propose to do, directly or indirectly, regulatory guidelines; (l) delay the material payment of any of the following advances due under agreements with any author; (m) without the prior written consent of EQMthe Purchaser, which consent shall not be unreasonably withheld, conditioned make or delayed: change any material Tax election (i) Enter into except as consistent with prior practices), adopt or materially change any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution accounting method with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intentionTaxes, enter into any formal or informal closing agreement, or otherwise make a commitment settle or compromise any proceeding with respect to do any material Tax claim or assessment relating to the Learning Entities or the Purchased Assets; (n) change the dates of publication and/or shipping with respect to any Publication to the extent the same would be materially inconsistent with the schedule contemplated by the management projections; or (o) agree to take any of the foregoingactions specified in Sections 5.01(a)-(n). Notwithstanding anything to the contrary in this Agreement, the Learning Entities shall be permitted to declare and pay cash dividends or make cash distributions or other cash transfers (including in connection with any “cash sweep” arrangements with TCDI or its Affiliates) prior to the Closing Date, consummate and give effect to the Reorganization Transactions and transfer, assign, distribute or sell, or enter into agreements to transfer, assign, distribute or sell, any of the Excluded Businesses’ Assets or Excluded Businesses’ Liabilities, including, with respect to the Prometric business unit of Thomson Learning Inc., the transfer and assignment of the Excluded Businesses’ Assets and Excluded Businesses’ Liabilities of such business unit to a subsidiary of Thomson Learning Inc. followed by the transfer of the equity of such subsidiary to an Affiliate of The Thomson Corporation and the actions described in Section 5.01-A of the Disclosure Schedule.

Conduct of Business Prior to the Closing. Seller covenants and agrees that from the Effective Date through the Closing, unless Buyer otherwise consents in writing, Seller and its Affiliates shall: (a) Between Operate the date Property in the ordinary course of this Agreement business, including (i) incurring expenses consistent with the past practices, (ii) using commercially reasonable efforts to preserve the Property’s present business operations, organization and goodwill and its relationships with residents, customers, employees, advertisers, suppliers and other contractors, and (iii) maintaining the Closing Date Licenses listed on Exhibit C of the Asset ContributionSeller Disclosure Letter. (b) Operate the Property and otherwise conduct business in accordance with the terms or conditions of the Licenses listed on Exhibit C of the Seller Disclosure Letter, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or all Applicable Laws having jurisdiction over any aspect of the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only Property and all applicable insurance requirements. (c) Maintain the books and records for the Property. (d) Timely comply in all material respects with the Property Agreements. (e) Not sell, lease, grant any rights in or to or otherwise dispose of, or agree to sell, lease or otherwise dispose of, the Property in whole or in part, except to residents of the facility in the ordinary course of business consistent with past practice; using the current forms of resident agreement utilized by Tenant and EQT Gathering shall use copies of which has been provided to Buyer. (f) Take commercially reasonable efforts to maintain the Personal Property currently in use in reasonably good operating condition and repair, except for ordinary wear and tear, in a manner consistent with past practices. (g) Perform all covenants, terms, and conditions and make all payments in a timely fashion, under any loans secured by the Property. (h) Not amend or modify the Property Agreements or take or fail to take any action thereunder outside the ordinary course of Seller’s business. (i) preserve intact Subject to Section 12.16 below, not make any alterations or improvements to the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely Property or make any capital expenditure with respect to the AssetsProperty in excess of ONE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($100,000.00) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as than those that are required by Applicable Law, EQT Gathering shall not do, Law or propose that are necessary to do, directly preserve the coverage under or indirectly, any of comply with the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations terms of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely insurance policy with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed:Property. (ij) Enter Not enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness agreement which calls for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve annual payments individually or in the aggregate in excess of TEN THOUSAND AND NO/100 U.S. DOLLARS ($25,000; 10,000.00) or for a term in excess of one year, unless such agreement can be terminated upon not more than sixty (viii60) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay days prior written notice without the payment of accounts payable any termination fee or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice;penalty payment. (ixk) Take any action, or intentionally fail to take any action, that would result in Provide the Buyer with a breach current Rent Roll on the first day of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingeach month.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except as described in Section 5.01 of the Disclosure Schedule, as contemplated, permitted or required by this Agreement (including the Reorganization Transactions), the Merger Agreement, the Empower Purchase Agreement, a Consent Order or applicable Law, for any good faith action or inaction of the Company or its Affiliates in response to a Pandemic or any Pandemic Measures, as required by the terms of any Contract or with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned and which consent shall reasonably and in good faith take into consideration a Pandemic and Pandemic Measures), between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 10.01, the Seller shall use commercially reasonable efforts to (i) conduct the Business in the ordinary course of business in all material respects and (ii) preserve intact in all material respects the business organization of the Company; provided, however, that no action or inaction by the Seller or its Subsidiaries with respect to matters specifically addressed by the second sentence of this Section 5.01 shall be deemed a breach of this first sentence of this Section 5.01 unless such action or inaction would constitute a breach of the second sentence of this Section 5.01. Except as described in Section 5.01 of the Disclosure Schedule, as contemplated, permitted or required by this Agreement (including the Reorganization Transactions), the Merger Agreement, the Empower Purchase Agreement, a Consent Order or applicable Law, for any good faith action or inaction of the Company or its Affiliates in response to a Pandemic or any Pandemic Measures, as required by the terms of any Contract or with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned and which consent shall reasonably and in good faith take into consideration a Pandemic and Pandemic Measures), the Seller covenants and agrees that, between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 10.01, in each case solely with respect to the Business, the Seller shall not, and shall cause the Company not to: (a) Between (i) issue or sell any Equity Interests, notes, bonds or other securities of the Company (or any option, warrant or other right to acquire the same), (ii) redeem any of the Equity Interests, notes, bonds or other securities of the Company or (iii) declare, make or pay any dividends or distributions to the holders of Equity Interests of the Company (excluding, in the case of the foregoing clauses (ii) and (iii), any cash dividends or cash distributions (including any effected by way of a share reduction or redemption) that are reflected in the calculation of the Closing Cash Amount); (b) (i) sell, lease, license, transfer, abandon, allow to lapse or otherwise dispose of any of the material assets of the Business (whether tangible or intangible) (other than (v) the settlement of claims permitted under clause (h) below, (w) in the ordinary course of business, (x) subleases of Leased Real Property, and voluntary terminations or surrenders of Real Property Leases, (y) the non-exclusive licensing or sublicensing of Intellectual Property or (z) pursuant to any Contracts in force on the date of this Agreement, as may be amended from time to time in accordance with the terms thereof) or permit or (ii) allow all or any portion of any of the material assets of the Business (whether tangible or intangible) to be subjected to any Encumbrance, other than (x) in the ordinary course of business under the Seller’s existing credit facilities, (y) pursuant to any Contracts in force on the date of this Agreement, as may be amended from time to time in accordance with the terms thereof or (z) Permitted Encumbrances; (c) amend or restate the Governing Documents of the Company; (d) incur any Indebtedness of the Company for borrowed money (other than any Indebtedness that will be released at or prior to the Closing and borrowings in the ordinary course of business under the Seller’s existing credit facilities) in excess of $1,000,000 individually or $5,000,000 in the aggregate; (e) (i) enter into, extend, materially amend, cancel or terminate any Material Contract (except for a termination resulting from the expiration of a Contract in accordance with its terms) or (ii) enter into any agreement which, if entered into prior to the date hereof, would be a Material Contract, in each case of clauses (i) and (ii), other than (x) Contracts that do not involve payments in excess of $500,000 in any calendar year or (y) in the ordinary course of business; (f) except (i) as required pursuant to the terms of any Company Plan or Seller Plan, in each case, in effect on the date of this Agreement or entered into, amended or modified after the date of this Agreement in a manner not in contravention of this Section 5.01, (ii) pursuant to the entry into, adoption, amendment or termination of any Seller Plan that is either (x) not specifically targeted at any Business Employee or (y) does not increase costs to the Company and is borne by the Closing Date Seller or its other Affiliates or (iii) for any grant or amount which the Seller shall be solely obligated to pay, (1) grant to any Business Employee or other individual service provider of the Asset ContributionBusiness any increase in compensation, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only other than (A) increases in the ordinary course of business consistent with past practice; practice to current independent contractors and EQT Gathering shall use commercially reasonable efforts to employees (iother than independent contractors and employees with annual target cash compensation in excess of $300,000) preserve intact that are not material on an individual basis or (B) the business organization and assets payment of EQT Gatheringearned but unpaid bonuses, (ii2) keep available the services grant to any Business Employee or independent contractor of the current officers and consultants of EQT GatheringBusiness any increase in severance or termination pay or enter into any severance, termination or similar agreement with any such Business Employee or independent contractor, (iii3) preserve intact enter into any employment, consulting or similar agreement with any Business Employee or any independent contractor of the Assets and Business with annual target cash compensation in excess of $300,000, (iv4) preserve the current relationships establish, adopt, enter into or amend in any material respect any collective bargaining agreement, Company Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence as of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and Agreement, in any case other than as would be permitted to be entered into under clause (3) above or pursuant to the Reorganization Transactions, including the Specified Seller Plans, or (5) hire any new Business Employee into or promote any current Business Employee to, in either case, a position that would entitle the Business Employee to a target cash compensation level in excess of $300,000; (g) materially change any method of financial accounting or financial accounting practice or policy used by the Company, other than such changes required or permitted by GAAP or by Law; (h) pay or discharge, enter into any settlement with respect to, or waive or compromise, any Action that is material to the Business, other than any settlement (a) for an amount not to exceed $5 million individually or $15 million in the aggregate or that will be fully paid prior to the Closing Date of and (b) that does not impose any material restrictions on the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed:Business; (i) Enter make any material Tax election, file any material amended Tax Return, change any annual tax accounting period, enter into any joint ventureclosing agreement, strategic alliance, exclusive dealing, noncompetition settle or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution compromise any proceeding with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money material tax claim or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Personassessment, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets Company, or surrender any right to claim a material refund of taxes of the Company, in each case, other than in the ordinary course of business consistent with past practice;; or (vj) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail agree to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of actions specified in this Section 5.01, except as contemplated by this Agreement and the Closing Date for Ancillary Agreements. Notwithstanding anything to the Subco Assignmentcontrary in this Agreement, unless EQM nothing in this Section 5.01 shall prohibit or otherwise agree restrict in writing and except as otherwise contemplated by this Agreement or any way the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation operations of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any businesses of the following without the prior written consent of EQM, which consent shall Seller or its Affiliates that are not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination part of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) Between as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date of this Agreement hereof and the Closing Date Date, each of ICX, Seller and each Seller Subsidiary shall (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, (ii) continue to make capital expenditures in accordance with Seller’s 2009 capital plan, and (iii) use its commercially reasonable efforts to keep available the services of the Asset Contributioncurrent officers, unless EQM shall otherwise agree in writing key employees and consultants of the Business and to preserve the goodwill and current relationships of ICX, Seller and each Seller Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise expressly contemplated by this Agreement Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld or delayed), neither ICX, Seller nor any Seller Subsidiary shall, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the following: (i) distribute, sell, assign, transfer, lease, abandon or otherwise dispose of any interest in, any of the Transferred Assets or the Asset Disclosure Schedulesassets of ICX (except cash held by ICX) which distribution, EQT Gathering hereby agrees that sale, assignment, transfer, lease, abandonment or disposition is material, individually or in the ownership and operation aggregate, to the Business taken as a whole, other than sales or licenses of the Assets shall be conducted only goods or services in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Selldistribute, pledgesell, distribute (assign, transfer, lease or declare a distribution with respect to), dividend (or declare a dividend with respect to), otherwise dispose of any interest in, or otherwise subject incur a Lien upon, any of the Shares; (iii) grant any Lien, or permit or suffer to exist any Lien (other than a Permitted Lien) its interest in , on any of the AssetsTransferred Assets or assets owned by ICX, or cancel any material debts or settle, discharge or waive any material claims or rights pertaining to the Business, the Transferred Assets or assets owned by ICX; (iiiiv) Incur any Indebtedness for borrowed money or issue any debt securities or assumematerially change, guarantee or endorse, amend or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities modify or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of terminate any Material Contract Contract, Material Real Property Lease or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets with a Material Customer or Material Vendor, other than in the ordinary course of business consistent with past practice; (v) Enter into enter into, or become obligated under any lease of real or personal property Material Contract, Material Real Property Lease or any renewals thereof involving Contract with a term of more than one year Material Customer or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practiceMaterial Vendor, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (vvi) Enter into materially delay or materially postpone the payment of accounts payable or other liabilities or accrue any lease expenses outside the ordinary course of real business consistent with past practice, or personal property accelerate the prepayment of any accounts receivable or any renewals thereof involving a term accelerate xxxxxxxx or recognize revenue outside the ordinary course of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Businessbusiness consistent with past practice; (vivii) Other amend or terminate without cause any employment agreement or enter into any new employment agreement with any Employee providing for base salary in excess of $175,000 per year, for a term longer than one year, or providing a benefit upon a change in control; (viii) as for ICX only, merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire, any business, business organization or division thereof, of any other Person; (ix) as for ICX only, except with respect to endorsement of negotiable instruments in the ordinary course of business consistent with past practice, incur, assume or guarantee any Indebtedness, except for (A) purchase money borrowings and capitalized leases in the ordinary course of business in principal amount not exceeding $250,000 in the aggregate, or (B) Indebtedness owed between ICX and an Affiliate of Seller that will be repaid on or prior to Closing; (x) make or change any material Tax election, change an annual accounting period, adopt or change any accounting method with respect to ICX that would adversely affect the tax treatment of ICX for Purchaser; (xi) fail to maintain in effect insurance of such types, covering such risks and with amounts and deductibles as are in place on the date of this Agreement solely with respect to the Business and the Transferred Assets; (xii) grant any rights or licenses or transfer to any Person any rights to any ICX Intellectual Property or that is intended to be Transferred Intellectual Property, other than in the ordinary course of business consistent with past practice, permit the lapse of or make or enter into any right relating covenants and agreements not to any material intangible asset used assert or enforce rights in the Subco Businessor with respect to such intellectual property; (viixiii) Commence fail to take reasonable actions to maintain and protect the ICX Intellectual Property and the Transferred Intellectual Property (including making filings and payments of maintenance or settle any Action similar fees required or reasonably necessary) other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ixxiv) Take change, amend or otherwise modify any actionaccounting practice or policy or procedure with respect to the Business, except as required by US GAAP or applicable Law; or (xv) authorize, or intentionally fail commit or agree to take, any of the foregoing actions. If ICX, Seller or a Seller Subsidiary desire to take any actionaction described in this Section 5.01, that would result Seller may, prior to any such action being taken, request Purchaser’s consent via an electronic mail and facsimile (with transmission confirmed) to the individuals listed on Exhibit F. Purchaser shall be deemed to have consented to such action unless Purchaser notifies Seller in a breach writing by 11:59 p.m. (Eastern time) on the fifth Business Day following delivery of any covenant made by EQT Energy or EESH all notices required in the Subco Contracts or preceding sentence that has or would reasonably be expected Purchaser does not consent to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingsuch action.

Conduct of Business Prior to the Closing. Except as described in Schedule 7.1, as required by applicable Laws or by a Governmental Entity or to the extent Buyer otherwise consents in writing (a) Between such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Effective Time, Seller will operate the Transferred Business in the usual, regular and ordinary course consistent with Good Utility Practices and past practice and shall use all commercially reasonable efforts to preserve intact the Closing Date Transferred Business, keep available the services of its Employees and agents and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with the Transferred Business. Without limiting the generality of the Asset Contributionforegoing, unless EQM shall and, except as contemplated in this Agreement or as described on Schedule 7.1 or as required under applicable Laws or by any Governmental Entity, until the Effective Time, without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed), Seller will not: (a) except for Permitted Encumbrances and other Encumbrances that will be discharged at or prior to Closing, create, incur, assume or suffer to exist any Encumbrance on an Acquired Asset; (b) sell, lease (as lessor), transfer or otherwise agree dispose of any of the Acquired Assets, other than immaterial assets and assets (including Inventories) used, consumed or replaced in writing and the ordinary course of business consistent with Good Utility Practices; (c) modify, amend or voluntarily terminate or permit to lapse, prior to the respective expiration date of any of the Transferred Contracts, Shared Contracts, Transferred Easements or any of the Permits with respect to such Acquired Assets in any material respect, other than (i) in the ordinary course of business, to the extent consistent with the past practices of Seller or Good Utility Practices, (ii) with cause, to the extent consistent with past practices of Seller or Good Utility Practices, or (iii) as may be required in connection with transferring Seller’s rights or obligations thereunder to Buyer pursuant to this Agreement; provided that Seller may take any action otherwise prohibited by this subsection (c) with respect to Shared Contracts as long as such action does not discriminate against the Transferred Business or Transferred Territory as compared to Sellers other businesses or service territories of Seller or its Affiliates. (d) except as otherwise contemplated required by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation terms of the Assets shall be conducted only Collective Bargaining Agreement, (i) solicit, hire or transfer any Employees; provided, however, that Seller and its Affiliates may hire or transfer any Employees who apply for positions offered by Seller and its Affiliates in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gatheringpractices, (ii) keep available increase salaries or wages of Employees prior to the services Closing, other than (A) with respect to non-union Employees, wage adjustments up to the unadjusted Consumer Price Index for the Washington – Baltimore metro area “Summary Data from the Consumer Price Index” published by the Bureau of Labor Statistics, U.S. Department of Labor, For All Urban Consumer for All items, (B) with respect to any union Employee, any wage adjustment contemplated in the current officers and consultants of EQT GatheringCollective Bargaining Agreement, or (C) wage increases for workers temporarily assigned but whose wages return to prior levels on or prior to the Effective Time, (iii) preserve intact take any action prior to the Assets and Closing to affect a material change in the Collective Bargaining Agreement, provided, however, that Seller may engage in good faith bargaining concerning the effects of this Agreement on Employees covered by the Collective Bargaining Agreement, or (iv) preserve take any action prior to the current relationships Closing to materially increase the aggregate benefits payable to the Employees (considered as a group); (e) (i) fail to make capital expenditures previously budgeted for 2009 or 2010 in accordance with Schedule 7.1(e), except for modification and revisions to such expenditures made in the ordinary course of EQT Gathering business consistent with Good Utility Practices and for immaterial variances in the periods in which such expenditures are made, or (solely ii) make other capital expenditures except (A) as required by applicable Laws or Good Utility Practices and (B) for capital expenditures to repair or replace facilities destroyed or damaged due to casualty or accident (whether or not covered by insurance); (f) Except as otherwise permitted or contemplated by this Section 7.1, enter into any Contract primarily relating to the Transferred Business that provides for future expenditures by Seller of $250,000 or more per annum or $500,000 or more in the aggregate over the term of such Contract, unless terminable without penalty or premium upon no more than 60-day notice; (g) make material changes to management personnel relating to the Transferred Business without prior consultation with Buyer; (h) make any material change in the level of Inventories customarily maintained by Seller with respect to the AssetsTransferred Business, other than in the ordinary course of business and consistent with Good Utility Practices; (i) fail to maintain the VA Distribution Business in a state of repairs and conditions consistent with distributors, customers, suppliers the requirements and other Persons normal conduct of Seller’s business and Good Utility Practices; (j) consent to any material modifications of Transferred Contracts or material changes in courses of dealing with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date Virginia Commission in respect of the Asset Contributionoperations of the Transferred Business or the Acquired Assets, except as required by Applicable Law, EQT Gathering shall not do, applicable Law to obtain or propose to do, directly renew Transferable Permits or indirectly, any agreements in the ordinary course of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assetsbusiness consistent with Seller’s past practices and Good Utility Practices; (iik) Sellfail to maintain the insurance policies set forth on Schedule 5.9, pledgeor policies comparable thereto, distribute with respect to the Acquired Assets with financially responsible insurance companies (or declare a distribution with respect toif applicable, self insure), dividend (or declare a dividend insurance in such amounts and against such risks and losses as are consistent with respect to), dispose past practices and customary for companies of or otherwise subject the size and financial condition of Seller that are engaged in businesses similar to any Lien (other than a Permitted Lien) its interest in the AssetsSeller’s VA Distribution Business; (iiil) Incur other than in the ordinary course of business, amend in any Indebtedness for borrowed money material respect, breach in any material respect, terminate or issue any debt securities allow to lapse or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify subject to default in any material respect or consent subject to termination, any Transferable Permit material to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets Transferred Business other than as required by applicable Law; (m) except as required by Law and except for non-material filings in the ordinary course of business consistent with past practicepractice or those filings listed on Schedule 7.1(m), (A) implement any changes in Seller’s rates or charges (other than automatic cost pass-through rate adjustment clauses), standards of service or accounting, in any such case, as relates to the Transferred Business or execute any Contract with respect thereto (other than as otherwise permitted under this Agreement), without consulting with Buyer prior to implementing any such changes or executing any such Contract, or (B) settle any rate proceeding reducing revenues or establishing a rate moratorium or phasing-in rate increases (other than automatic cost pass-through rate adjustment clauses) with respect to the Transferred Business after the Closing Date; (vn) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year with respect to the Transferred Business, change, in any single case material respect, its accounting methods or practices (except in accordance with changes in GAAP), credit practices, collection policies, or investment, financial reporting, or Inventory practices or policies or the manner in which relates to the Assetsbooks and records of the Transferred Business are maintained; (vio) Other than in accept a letter of credit, surety bond or similar instrument as security for the ordinary course of business consistent with past practice, permit the lapse performance of any right relating obligation which may be completed by Buyer unless such letter of credit, surety bond or similar instrument permits Buyer to Intellectual Property Assets or any other material intangible asset used in draw thereunder following the business of the Assets;Effective Time; or (viip) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or except as otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intentionprovided herein, enter into any formal or informal agreement, or otherwise make a commitment Contract with respect to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only matters described in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to foregoing paragraphs (ia) preserve intact the Subco Contracts and the Subco Business and through (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect too), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. Seller covenants and agrees that from the Effective Date through the Closing, unless Buyer otherwise consents in writing, Seller and its Affiliates shall: (a) Between Operate the date Property in the ordinary course of this Agreement business, including (i) incurring expenses consistent with the past practices, (ii) using commercially reasonable efforts to preserve the Property’s present business operations, organization and goodwill and its relationships with residents, customers, employees, advertisers, suppliers and other contractors, and (iii) maintaining the Closing Date Licenses listed on Exhibit C of the Asset ContributionSeller Disclosure Letter. (b) Operate the Property and otherwise conduct business in accordance with the terms or conditions of the Licenses listed on Exhibit C of the Seller Disclosure Letter, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or all Applicable Laws having jurisdiction over any aspect of the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only Property and all applicable insurance requirements. (c) Maintain the books and records for the Property. (d) Timely comply in all material respects with the Property Agreements. (e) Not sell, lease, grant any rights in or to or otherwise dispose of, or agree to sell, lease or otherwise dispose of, the Property in whole or in part, except to residents of the facility in the ordinary course of business consistent with past practice; using a form of resident agreement agreed upon by Seller and EQT Gathering shall use Buyer. (f) Take commercially reasonable efforts to maintain the Personal Property currently in use in reasonably good operating condition and repair, except for ordinary wear and tear, in a manner consistent with past practices. (g) Perform all covenants, terms, and conditions and make all payments in a timely fashion, under any loans listed on Schedule 4.26 of the Seller Disclosure Letter. (h) Not amend or modify the Property Agreements or take or fail to take any action thereunder outside the ordinary course of Seller’s business. (i) preserve intact Subject to Section 12.16 below, not make any alterations or improvements to the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely Property or make any capital expenditure with respect to the AssetsProperty in excess of ONE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($100,000.00) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as than those that are required by Applicable Law, EQT Gathering shall not do, Law or propose that are necessary to do, directly preserve the coverage under or indirectly, any of comply with the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations terms of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely insurance policy with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed:Property. (ij) Enter Not enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness agreement which calls for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve annual payments individually or in the aggregate in excess of TEN THOUSAND AND NO/100 U.S. DOLLARS ($25,000; 10,000.00) or for a term in excess of one year, unless such agreement can be terminated upon not more than sixty (viii60) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay days prior written notice without the payment of accounts payable any termination fee or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice;penalty payment. (ixk) Take any action, or intentionally fail to take any action, that would result in Provide the Buyer with a breach current Rent Roll on the first day of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingeach month.

Conduct of Business Prior to the Closing. Except as described in ---------------------------------------- Schedule 7.1, as required by applicable Laws or by a Governmental Entity or to ------------ the extent Buyer otherwise consents in writing (a) Between such consent not to be unreasonably withheld or delayed), during the period from the date of this Agreement to the Effective Time, Seller will operate the Ohio T&D Business in the usual, regular and ordinary course consistent with Good Utility Practices and shall use all commercially reasonable efforts to preserve intact the Closing Date Ohio T&D Business and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with such business. Without limiting the generality of the Asset Contribution, unless EQM shall otherwise agree in writing foregoing and except as otherwise necessary to consummate the transactions contemplated by in this Agreement or as described on Schedule 7.1 or as required under applicable Laws or by any Governmental Entity, ------------ until the Asset Disclosure SchedulesEffective Time, EQT Gathering hereby agrees without the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Seller will: (a) Not, except for Permitted Encumbrances and other Encumbrances that will be discharged at or prior to Closing, create, incur, assume or suffer to exist any Encumbrance on an Acquired Asset; (b) Not make any material change in the ownership and operation levels of Inventories customarily maintained by Seller for use in connection with the Ohio T&D Business; (c) Not sell, lease (as lessor), transfer or otherwise dispose of any of the Acquired Assets shall be conducted only or any of the Designated Vehicles, other than immaterial assets and assets (including Inventories) used, consumed or replaced in the ordinary course of business consistent with past practiceGood Utility Practices; (d) Not modify, amend or terminate, prior to the respective expiration date of any of the Transferred Contracts, Transferred Easements or any of the Permits with respect to such Acquired Assets in any material respect, other than as may be required in connection with transferring Seller's rights or obligations thereunder to Buyer pursuant to this Agreement; (e) Not, and will cause its Affiliates to not, (i) solicit, hire or transfer any Current or Closing Employees without the consent of Buyer; provided, however, that Seller and EQT Gathering shall use its Affiliates may solicit, hire or transfer those individuals who are Current or Closing Employees of the Ohio T&D Business who are not offered employment with Buyer in connection with the transactions contemplated hereby, (ii) increase salaries or wages of Current Employees prior to the Effective Time except to the extent that such increase is in accordance with historical practices concerning timing and amounts of raises for such employees or (iii) take any action prior to the Effective Time to increase the aggregate benefits payable to the Current Employees (considered as a group); (f) Not enter into any commitment or contract for goods or services not addressed in clauses (a) through (e) above or (h) or (i) or (m) below which would become an Acquired Asset or Assumed Obligation under this Agreement, in an amount greater than $50,000, whether via one or a series of related transactions; (g) Not enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the matters described in the foregoing paragraphs (a) through (f); (h) Use commercially reasonable efforts to maintain the Owned Real Property, the Transferred Easements, the Transferred Lines and the Tangible Personal Property, in accordance with Good Utility Practices, ordinary wear and tear excepted; (i) preserve intact Make expenditures to operate the business organization Ohio T&D Business and assets maintain the Acquired Assets by incurring amounts as contemplated in Seller's existing operating plans and capital budgets and in Seller's existing operation and maintenance budget, a copy of EQT Gathering, which is attached as Schedule -------- 7.1(i); ------ (iij) keep available Not make any change in any method of accounting or accounting practice principles or policy that would impact the services Ohio T&D Business or any of the current officers Acquired Assets other than those changes required by GAAP; (k) Use commercially reasonable efforts to maintain the workforce of the Ohio T&D Business intact and consultants of EQT Gatheringhire replacement workers, all as necessary to operate the Ohio T&D Business in accordance with Good Utility Practices; (iiil) preserve intact the Assets Maintain workers compensation and (iv) preserve the current relationships of EQT Gathering (solely general liability insurance coverage with respect to the Assets) Acquired Assets and the Ohio T&D Business consistent in all material respects with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way the insurance coverage maintained by Seller as of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse EffectAgreement; and (xm) Announce an intentionSuspend all activities in pursuit of franchise agreements with all municipalities listed on Schedule 7.1(m) unless the relevant municipality --------------- requests that such activities continue; provided, however, that if the municipality has requested that such activities continue, Seller may only enter into any formal franchise agreements with the municipalities listed on Schedule -------- 7.1(m) so long as no such franchise agreement imposes obligations or informal agreement------ liabilities upon Seller which are more burdensome than, or otherwise make a commitment to do exceed, in any of material respect, the foregoing. (b) Between the date of this Agreement obligations and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree liabilities that the ownership and operation of the Subco Business shall would be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than imposed on Seller pursuant to the Subco Contribution) or otherwise subject form of franchise agreement provided to any Lien (other than a Permitted Lien) its interest in SubcoBuyer by Seller on July 7, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing2005.

Conduct of Business Prior to the Closing. (a) Between Unless the Purchaser otherwise agrees in writing or through the oral consent of Xxxx Xxxxxxxxx, Remi St.-Xxxxxx or Xxxxxx Xxxxxxxxxx and except pursuant to any order by the Bankruptcy Court or as otherwise set forth herein or in Section 5.01(a) or any other Section of the Disclosure Schedule, between the date of this Agreement hereof and the Closing Date of Date, the Asset Contribution, unless EQM Sellers shall otherwise agree in writing and except as otherwise contemplated by this Agreement or (i) conduct the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted Business only in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) use their best efforts to keep available to the Business the services of the current officers and consultants key employees of EQT Gathering, the Business (except for retirements in the ordinary course); (iii) preserve intact allow the Assets Purchaser to communicate directly with all vendors, licensors, customers, lenders and other contractors of the Sellers except for communications relating to current negotiations with customers, vendors and licensors as to which the Purchaser shall give the Seller Representative (A) advance notice of the first such communication and (B) the opportunity to participate in the discussions; (iv) preserve conduct their businesses in compliance in all material respects with all Applicable Laws and regulations; (v) assist the current relationships Purchaser's coordination team, to be located at the Sellers' facilities, in familiarizing itself with all aspects of EQT Gathering the Sellers' business, operations and technology; and (solely vi) meet or communicate with respect representatives of the Purchaser frequently, and in any event not less than once a week, to discuss the Assetsprogress of the Chapter 11 Case, the accomplishment of the transactions contemplated by this Agreement and any difficulties encountered by the Purchaser's coordination team. (b) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between except as disclosed in Section 5.01(a) (or any other Section) of the date of Disclosure Schedule and as contemplated by this Agreement and the Closing Date of the Asset Contribution, except or as required by Applicable Law, EQT Gathering between the date hereof and Closing Date, the Sellers shall not do, or propose permit the Business to do, directly or indirectly, do any of the following without the prior written consent of EQMthe Purchaser or the oral consent of Xxxx Xxxxxxxxx, Remi St.-Xxxxxx or Xxxxxx Xxxxxxxxxx, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into file with the Bankruptcy Court any joint venturematerial motions, strategic alliancestipulations or other documents, exclusive dealingwithout prior notice to the Purchaser as to the form and substance of such documents, noncompetition or similar contract without providing Purchaser with copies and drafts thereof prior to filing, if the Purchaser so requests; (ii) assign, or arrangement reject any Assumed Contract that affects is a Material Contract; (iii) consent, directly or indirectly, to a motion filed by a third party pursuant to Section 362(d) of the Bankruptcy Code seeking relief from the automatic stay with respect to the Assets; (iiiv) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to grant any Lien (on any Asset, other than a Permitted Lien) its interest in the AssetsLiens; (iiiv) Incur establish or increase any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or otherwise increase the compensation payable to or to become payable to any officers or key Business Employees by any Seller, except, in the case of salary, in the ordinary course of business or in any other case described above as may be required by Applicable Law or applicable employment agreement or collective bargaining agreement or as has previously been set forth in the Motion to Approve Debtors' Severance and Retention Bonus Plan; (vi) hire or terminate, or enter into any employment or severance agreement with, any key Business Employee except (A) in the case of hiring or employment, any Business Employee who receives a salary not in excess of $100,000; (B) in the case of termination or severance, any Business Employee who receives a severance payment not in excess of $50,000; and (C) in any case, if required by Applicable Law; (vii) sell, assign, transfer, lease or otherwise dispose of any of the Assets of the Business (except in the ordinary course of business and in a manner consistent with past practice); (A) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof; (B) incur any Indebtedness for borrowed money or issue any debt securities or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any PersonPerson (provided that the Seller Representative shall be permitted to borrow money under the DIP Agreement or any facility replacing the DIP Agreement), or make any loans, advances or distributions of cash, in each casecase outside of the ordinary course of business or in excess of $50,000; (C) enter into any Material Contract; (D) enter into or amend any contract, that would be Asset Liabilities agreement, commitment or that affect arrangement with respect to any of the Assets; matters set forth in this Section 5.01(b)(viii) (1) Amend, waive, or modify in any material other than with respect or consent to the termination DIP Agreement and all related documents or any replacement facility of the DIP Agreement); (E) amend, modify or waive any provision of any Material Contract Contract; or amend, waive, modify (F) make or consent agree to the termination of make any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets capital expenditures or capital additions other than in the ordinary course of business consistent with past practicefor the installation, development, deployment or maintenance of any of the Assets or the Business; (vix) Enter into take any lease of real or personal property or any renewals thereof involving a term of more action, other than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than reasonable actions in the ordinary course of business and consistent with past practicepractice or as may be required by a change in law, permit the lapse of any right relating with respect to Intellectual Property Assets accounting policies or any other material intangible asset used in the business of the Assetsprocedures; (viix) Commence pay, discharge, release, settle or settle satisfy any Action claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than cash settlements that do not involve any covenants the payment, discharge or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each casesatisfaction, in the ordinary course of business and consistent with past practice; (ix) Take any action, of liabilities reflected or intentionally fail to take any action, that would result reserved against in a breach of any covenant made by EQT Gathering the balance sheet included in a Transferred Contract the Interim Financial Statements or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only subsequently incurred in the ordinary course of business and consistent with past practice; and EQT Energy and EESHpractice or the Chapter 11 Expenses; (xi) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any material election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xii) pay, discharge, release, settle or satisfy any Assumed Liabilities, other than (A) as applicableset forth in Section 5.01(b)(xii) of the Disclosure Schedule, shall use commercially reasonable efforts to (iB) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise claims subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereundercompromise, and (2C) Enter into any Contract relating to the Subco Business other than payment, discharge or satisfaction in the ordinary course of business consistent with past practice; (v) Enter into any lease of real liabilities reflected or personal property reserved against in the Financial Statements of the Seller Representative or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than incurred in the ordinary course of business in a manner consistent with past practicepractice (including, permit without limitation, payments due and payable under the lapse of DIP Agreement or any right relating to any material intangible asset used in replacement facility) or the Subco BusinessChapter 11 Expenses; (viixiii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach action or make any payment necessary to prevent the loss or abandonment of any covenant made by EQT Energy material Seller Owned Intellectual Property or EESH Seller Licenses, and shall not authorize any activities or consent to any matters that limit or modify rights in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effectsame; andor (xxiv) Announce an intention, enter into any formal or informal agreementauthorize, or otherwise make a commitment commit or agree to do take, any of the foregoingforegoing actions.

Conduct of Business Prior to the Closing. (a) Between Except as contemplated by the date of this Agreement and the Closing Date of the Asset Contribution, unless EQM shall otherwise agree in writing and except Thai Business Restructuring or as otherwise contemplated by this Agreement or Agreement, during the Asset Disclosure SchedulesPre-Closing Period (and, EQT Gathering hereby agrees that with respect to any Deferred Local Businesses, during the ownership and operation period from the Closing Date to the date of the Assets shall be conducted only Deferred Local Closing thereof unless otherwise instructed by Buyers), Sellers will, and will cause the Sold Companies to, (i) conduct the operations of the Business in the ordinary course of business consistent in accordance with past practice; customary practices in the pharmaceutical industry and EQT Gathering shall (ii) use their commercially reasonable efforts to (i) maintain and preserve intact the Business and to maintain satisfactory relationships with suppliers, customers, Business Employees and other Persons having material business organization and assets of EQT Gathering, relationships with the Business. (iib) keep available Without limiting the services generality of the current officers foregoing, and consultants of EQT Gatheringexcept as contemplated by the Thai Business Restructuring or as otherwise contemplated by this Agreement, during the Pre-Closing Period (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely and, with respect to any Deferred Local Businesses, during the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between period from the Closing Date to the date of this Agreement the Deferred Local Closing thereof unless otherwise instructed by Buyers), the Sellers will not, and will cause their Affiliates (including the Closing Date of Sold Companies) not to, in connection with the Asset ContributionBusiness, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which Buyer Parent (such consent shall not to be unreasonably withheld, conditioned or delayed:): (i) Enter into (A) sell, assign, lease, transfer or otherwise dispose of any joint venturematerial assets or properties, strategic allianceor waive, exclusive dealingmodify or release any rights, noncompetition other than in the Ordinary Course of Business, (B) permit, allow or similar contract suffer any material assets or arrangement that affects properties to be subjected to any Encumbrance (other than Permitted Encumbrances), or (C) sell, assign, transfer, license, pledge, encumber, abandon, fail to maintain or otherwise dispose of any material Intellectual Property (including any Intellectual Property material to the Assetsdiagnostic division of the Business) or other material intangible assets; (ii) Sellcreate, pledgeincur, distribute (assume or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to guarantee any Lien (Financial Indebtedness by the Sold Companies other than a Permitted Lien) its interest in the AssetsOrdinary Course of Business; (iii) Incur except for (A) legally-required amendments to existing agreements or plans or (B) in the Ordinary Course of Business, enter into or negotiate any Indebtedness for borrowed money collective bargaining, works council or issue any debt securities similar agreement covering Business Employees or assumeenter into, guarantee amend, adopt, terminate, increase the payments to or endorsebenefits under, or otherwise supplement any Seller Non-U.S. Benefit Plan, Transferred U.S. Plan, or employment, severance, retirement, employee benefits, termination, profit-sharing, bonus, thirteenth month, redundancy pay, deferred compensation, savings, insurance, pension, superannuation, or other agreement or plan, or employment policies for any Business Employees or Former Employees, or make any change in the compensation, severance or termination benefits payable or to become responsible for, payable to any Business Employees or Former Employees (other than planned annual increases in the obligations rates of any Person, compensation in each case, that would be Asset Liabilities the Ordinary Course of Business or that affect the Assetsincreases required by Law); (1iv) Amendmake any change in the key management structure of the Business, waive, including the hiring of senior managerial personnel or modify in any material respect or consent to the termination of any Material Contract senior managerial personnel out of the Business or amend, waive, modify or consent to materially increase the termination number of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to individuals employed by the Assets other than in the ordinary course of business consistent with past practiceBusiness; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year fail to maintain all Seller Non-U.S. Benefit Plans and Transferred U.S. Plans in any single case which relates to the Assetsaccordance with applicable Laws; (vi) Other than in acquire by merging or consolidating with, or by purchasing a substantial portion of the ordinary course of business consistent with past practiceassets or securities of, permit the lapse of any right relating to Intellectual Property Assets or by any other material intangible asset used in the business of the Assetsmanner, any Person; (vii) Commence make, incur or settle authorize any Action other than cash settlements that do not involve any covenants individual capital expenditures or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate commitment for capital expenditures in excess of $25,000€25,000,000 in the aggregate; (viii) With respect to the Assetsenter into, accelerate the collection of or discount amend, terminate or waive any accounts receivableright under, delay the payment of accounts payable any Material Contract or defer expenses, reduce inventories material Real Property Lease or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practiceany AndroGel Agreements; (ix) Take make or authorize any actionchange in accounting principles, procedures, methods or intentionally fail to practices or in any method of calculating bad debt, contingency or other reserve for accounting or financial reporting purposes, other than as required by IFRS Standards or applicable Law; (x) take or advocate any action, Tax position that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would could reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intentionadverse effect on Buyers, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement their Affiliates or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent Sold Companies without first consulting with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy Buyer Parent regarding such Tax position or EESH (solely take any action with respect to Taxes that would legally bind the Subco Business) with distributorsBuyers, customers, suppliers and other Persons with which either of EQT Energy their Affiliates or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following Sold Companies without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco InterestsBuyer Parent; (iixi) Sell, pledge, distribute (fail to keep current and in full force and effect or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to renew any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contractsmaterial Permits; (iiixii) Incur initiate, compose or settle any Indebtedness for borrowed money litigation or issue Proceeding affecting the Business or any debt securities Acquired Assets, Assumed Liabilities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any PersonSold Companies, in each case, that would materially affect the Subco Interests or the Subco Businessinvolving an amount individually in excess of €25,000,000; (ivxiii) change or amend the Organizational Documents of any of the Sold Companies; (1xiv) Amendissue, waivesell, or modify in otherwise dispose of the Shares or any material of the capital stock or equity interests (as the case may be) of the Sold Companies, or grant any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of the Shares or the capital stock or equity interests (as the case may be) of the Sold Companies; (xv) declare, set aside, or pay any dividend or make any distribution with respect or consent to the termination capital stock or equity interests (as the case may be) of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business Sold Companies other than dividends or distributions in cash paid to another Sold Company or redeem, purchase, or otherwise acquire any of the capital stock of the Sold Companies; (xvi) intentionally do any other act which would cause any representation or warranty of the Sellers in this Agreement to be or become untrue; (xvii) sell inventory to third parties outside of the ordinary course of business consistent with past practice;in anticipation of the transaction contemplated herein; or (vxviii) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practiceauthorize, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any actioncommit, or intentionally fail agree to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; andforegoing actions. (xc) Announce an intention, enter into The Buyer undertakes to respond as soon as practicable to any formal or informal agreement, or otherwise make a commitment to do any request from the Sellers in relation of the foregoingforegoing and will use reasonable efforts that all responses are given within five (5) Business Days following the request.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except (a) Between to the date of this Agreement and extent the Closing Date of the Asset Contribution, unless EQM Purchaser shall otherwise agree consent in writing and except (which consent shall not be unreasonably withheld), (b) as otherwise permitted or contemplated by this Agreement Agreement, (c) as may be necessary or appropriate to carry out the Asset Disclosure Schedulestransactions contemplated by this Agreement, EQT Gathering hereby agrees that or (d) as may be required to facilitate compliance with any Laws, between the ownership date hereof and operation the Closing, the Seller shall not, and shall not suffer or permit conduct of the Assets shall be conducted only Business other than in the ordinary course and consistent with the past practice of business consistent the Business. Without limiting the generality of the foregoing, the Seller shall, and shall cause its Affiliates and each other Selling Party to (a) continue its advertising and promotional activities, and pricing and purchasing policies, related to the Business in accordance with past practice; and EQT Gathering shall (b) not shorten or lengthen the customary payment cycles for any of the payables or receivables of the Business; (c) use commercially its reasonable best efforts to (i) preserve intact the business Assets and the organization and assets of EQT Gatheringthe Business, (ii) use commercially reasonable efforts to keep available to the Purchaser the services of the current officers employees to be designated in writing by the Purchaser to the Seller in writing pursuant to Section 6.1 and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the Business' current relationships of EQT Gathering (solely with respect to the Assets) with distributors, its customers, suppliers and other Persons persons with which EQT Gathering it has significant business relations. By way of amplification relationships; and (d) use commercially reasonable efforts to not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify engage in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take take any action, or intentionally fail to take any action, that action or enter into any transaction which would reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by EQT Gathering the Seller in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intentionthis Agreement. The Seller covenants and agrees that, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect prior to the Subco Business) with distributorsClosing, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQMthe Purchaser, which consent shall the Seller will not be unreasonably withheld, conditioned and will not suffer or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects permit the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose occurrence of (other than pursuant to the Subco Contributiona) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingthings enumerated in the second sentence of Section 3.14 or (b) the entering into of any new Material Contract.

Conduct of Business Prior to the Closing. (a) Between From and after the date hereof, and until completion of this Agreement and the Closing Date of the Asset ContributionClosing, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or approved in writing by Manitex, IPEF shall use its reasonable best efforts to cause PM and O&S to conduct the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only respective businesses in the ordinary course of business business, consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact . Without limiting the business organization and assets of EQT Gathering, (ii) keep available the services generality of the current officers and consultants of EQT Gatheringforegoing, (iii) preserve intact during the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, period between the date hereof and the occurrence of Closing, and unless otherwise contemplated by this Agreement and the Closing Date of the Asset Contribution, except as required or approved in writing by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQMManitex, which consent shall not be unreasonably withheld, conditioned withheld or delayed, IPEF shall use its reasonable best efforts to procure that nor PM or O&S: (a) issues, sells, pledges, transfers, grants, otherwise disposes of or encumbers any shares of capital stock or other equity interests of PM and O&S, convertible bonds, bonds with warrants or any other securities convertible into or exercisable for any shares of capital stock of PM and O&S or equity interests, any rights, warrants, options, calls or commitments to acquire or related to any shares of capital stock or other equity interests with respect to PM and O&S, any awards under any bonus, incentive or other compensation plan or arrangement which would result in the right to receive shares or other equity interests of PM and O&S (including the grant of stock options, stock appreciation rights or other stock related awards) or modifies or amends any right of any holder of outstanding shares of capital stock of, or any options with respect to PM and O&S; (b) takes any action that would require a resolution of the shareholders meeting of PM and O&S, except for those resolutions that may be required to effectuate and carry out the terms and conditions of this Agreement; (c) borrows from financial institutions, issues any debt securities or otherwise incurs any indebtedness or guarantees any indebtedness, assumes guarantee or endorses of any obligations of any other Person other than as set forth in the Banks Restructuring Agreement; (d) merges or consolidates or agrees to merge or consolidate with any Person or takes any action with respect to any recapitalization, restructuring reorganization, liquidation or dissolution of PM and O&S other than the actions laid out in the Banks Restructuring Agreement; (e) sells, transfers, leases, mortgages, encumbers, licenses or otherwise disposes of assets (other than the equity interest in Pilosio under the Pilosio Transfer Agreement), properties or businesses in any transaction or series of related transactions; incur, create or assume any Encumbrance on any of the assets or properties of any company of PM and O&S other than as permitted under the Banks Restructuring Agreement; (f) changes the Organizational Documents of PM and O&S, save for those necessary to comply with any mandatory provision of law; (g) changes the normal level of inventories or supplies, or alter its practice or policy in collection of accounts receivable or payment of accounts payable, other than in the ordinary course of business; (h) assumes or enters into or renegotiates or renews any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization at, or any employee, of PM and O&S; (i) Enter into makes any joint ventureloans, strategic allianceadvances or capital contributions to, exclusive dealingor investments in, noncompetition or similar contract or arrangement that affects the Assetsany other Person; (iij) Sellsettles any pending or threatened claims, pledgeactions, distribute (arbitrations, disputes or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assetsproceedings; (iiik) Incur makes any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, capital expenditure in excess of the obligations of any Person, amounts set out in each case, that would be Asset Liabilities or that affect the AssetsRestructuring Plan with respect to the relevant timeframe; (1l) Amendacquires (by merger, waiveconsolidation or acquisition of shares or assets) any corporation, partnership or modify in other business organization or division or business unit or material asset thereof or any material respect equity interest therein; (m) enters into or consent to the termination of effectuates any Material Contract transaction with its Affiliate or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other related person other than in the ordinary course of business consistent with past practice; (v) Enter into and on arm’s length terms and/or makes any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates payment to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action its Affiliates other than cash settlements that do not involve any covenants pursuant to agreements executed before or other agreements limiting after the activities Date of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash Signing on hand, except, in each casearm’s length terms, in the ordinary course of business consistent and consistently with past practice; (ixA) Take makes any action, or intentionally fail to take any action, that would result change in a breach the terms and conditions of employment of any covenant made by EQT Gathering in a Transferred Contract director, officer or that has employee or would reasonably be expected to have a Gathering System Material Adverse Effect; and (xB) Announce an intentionhires, enter into any formal employs or informal agreementlays off directors, officers or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignmentemployees, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into business; grants any lease increase in the compensation of real their directors, officers and employees; pays or personal property provides compensation or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates benefit to the Subco Business; (vi) Other its directors, officers and employees other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Businessbusiness; (viio) Commence implements any change in accounting methods, principles, practices or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingprocedures.

Conduct of Business Prior to the Closing. (a) Between From the date of this Agreement and hereof until the Closing Date of the Asset ContributionClosing, unless EQM shall otherwise agree in writing and except as otherwise contemplated by provided in this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only consented to in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to writing by Buyer (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall will not be unreasonably withheld, conditioned or delayed:), EWD will, (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects operate and maintain the Assets; Pipeline Assets consistent with Good Utility Practice and (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) maintain and preserve intact the Subco Contracts current organization, business, rights, franchises and the Subco Business goodwill of, and (ii) preserve the current relationships of either of EQT Energy or EESH (solely the employees, customers, lenders, suppliers, regulators and others having business relationships with EWD with respect to the Subco Business) Pipeline Assets consistent with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relationsGood Utility Practice. By way of amplification and not limitation, between Without limiting the date of this Agreement and the Closing Date for the Subco Assignmentforegoing, except as required consented to in writing by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, Buyer (which consent shall will not be unreasonably withheld, conditioned or delayed), from the date hereof until the Closing Date: (a) EWD will preserve and maintain all of its Permits related to the Pipeline Assets and apply for all Permits (including, without limitation, storm water permits) necessary for the operation and maintenance of the Pipeline Assets prior to Closing; (b) EWD will pay its debts, Taxes and other obligations when due, except those which are being contested in good faith; (c) EWD will maintain the Pipeline Assets consistent with Good Utility Practice, subject to reasonable wear and tear; (d) EWD will continue to maintain at no less than their current limits all Insurance Policies, except to the extent that any such Insurance Policies are no longer applicable or otherwise required and except as otherwise required by applicable Law; (e) EWD will perform all of their respective material obligations under all Material Contracts; (f) EWD will maintain the Pipeline Books and Records in accordance with past practices; (g) EWD (with respect to the Pipeline Assets) will not enter into, amend, extend, renew, release or assign any natural gas supply, pipeline, transportation or storage contract, agreement, or arrangement, except as required by Law after notice to and consultation with Buyer; (h) [Intentionally Omitted] (i) Enter into EWD (with respect to the Pipeline Assets) will not enter into, amend, extend, renew, release or assign any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interestsagreements with any Affiliate; (iij) Sell, pledge, distribute EWD (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco ContributionPipeline Assets) or otherwise subject to any Lien (other than a Permitted Lien) its interest will comply in Subco, the assets of Subco or the Subco Contractsall material respects with all applicable Laws; (iiik) Incur EWD will not take or permit any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, action that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in cause any material respect or consent to the termination of the Subco Contracts changes, events or amend, waive, modify or consent conditions described in Section 3.09 to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effectoccur; and (xl) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment EWD will maintain “line pack gas” in the Glacier Pipeline and related Pipeline Equipment at the level that is necessary to do any maintain normal operating pressures and effect the uninterrupted flow and transport of natural gas through the foregoingGlacier Pipeline to ensure continuous operations at Closing.

Conduct of Business Prior to the Closing. (a) Between From the date hereof until the Closing, except as (1) otherwise expressly required or expressly permitted by another provision of this Agreement (including any action necessary to effect and consummate the Closing Date Restructuring in accordance with Section 6.15), (2) set forth in Section 6.01 of the Asset Contribution, unless EQM shall otherwise agree Disclosure Schedules or (3) consented to in writing and except as otherwise contemplated by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to Buyer (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed:), the Company shall (and shall cause its Subsidiaries to): (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects conduct the Assetsbusiness of the Acquired Companies in all material respects in the ordinary course of business; (ii) Selluse commercially reasonable efforts to (A) maintain and preserve intact the current organization, pledgegoodwill and business of the Acquired Companies and their relationship with customers, distribute suppliers, officers and employees, (B) maintain and keep the Acquired Companies’ material properties in good condition and repair, reasonable wear and tear excepted, and (C) keep in effect the insurance policies listed (or declare a distribution required to be listed) on Section 4.13 of the Disclosure Schedules through the earlier of the Closing or their scheduled expiration dates and renew any expiring policy with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest coverage amounts in the Assetsaggregate not less than those in effect on the date hereof; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorsemake, or otherwise become responsible forcause to be made, the obligations of payments for any Personcapital expenditures installed or received, in each case, that would be Asset Liabilities or that affect the Assetsand due and payable; (1iv) Amendnot sell, waivelease, transfer, assign, abandon or modify in any material respect or consent to the termination otherwise dispose of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunderassets (tangible or intangible) or property, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into not create, incur, assume, permit to suffer or exist or impose any lease Encumbrance (other than (A) a Permitted Encumbrance and (B) the continued existence of real Encumbrances existing as of the date hereof) on any of its assets or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assetsproperties; (vi) Other than not make or authorize any amendment, modification or change in the ordinary course of business consistent with past practice, permit the lapse any Organizational Document of any right relating Acquired Company, other than any amendments or modifications to Intellectual Property Assets or any other material intangible asset used in the business Organizational Documents of the AssetsCompany unanimously agreed to in writing by all of the Sellers that do not adversely affect Buyer and with respect to which the Company has given the Buyer at least five days’ written notice prior to any such amendment or modification; (vii) Commence not issue, sell, grant, authorize the issuance of, split, combine, redeem or settle reclassify, or purchase or otherwise acquire any Action other than cash settlements that do not involve (A) Equity Securities of an Acquired Company, (B) option or right to acquire any covenants Equity Securities of an Acquired Company or other agreements limiting the activities (C) instrument convertible into or exchangeable for any Equity Securities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000an Acquired Company; (viii) With not grant any license or sublicense of any rights under or with respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, Intellectual Property other than non-exclusive licenses in the ordinary course of business consistent with past practice; (ix) Take not declare, set aside, accrue, pay or make any actiondividend or other distribution with respect to the Equity Securities of an Acquired Company, or intentionally fail except for routine tax distributions and distributions from one Acquired Company to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; andanother Acquired Company; (x) Announce an intentionnot merge or consolidate with any Person or adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization or discontinue any line of business; (xi) not make, change or revoke any Tax election or settle or compromise any liability for any material Taxes, change any annual Tax accounting period, change any Tax accounting method, amend any Tax Return, enter into any formal closing agreement relating to any Tax, surrender any right to claim a Tax refund or informal agreementconsent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (xii) not institute, commence, compromise or settle any Action other than matters solely involving the payment of money with respect to such matter of $50,000 or less; (xiii) not make any acquisition (whether by merger, consolidation or by purchase of assets or Equity Securities) of all or any part of the assets, real property, personal property, equipment, capital stock or business of any other Person, other than purchases of inventory and equipment in the ordinary course of business; (xiv) not (A) incur, assume, create, refinance or guarantee any funded Indebtedness or issue any debt securities, or otherwise assume or guarantee any obligation of any Person that would constitute Indebtedness if an Acquired Company had incurred or created such obligation; or (B) make any loan, advance or capital contribution to, or investment in, any other Person (other than to a commitment wholly owned Subsidiary or advances to do any employees of $500 or less in the foregoing.ordinary course of business); (bxv) Between not change its fiscal year or make any change in accounting policies or procedures, other than as required by GAAP or applicable Law; (xvi) not (A) amend, terminate or cancel, or take or omit to take any action that would constitute a material violation of or default under, or waive any material rights under, any Material Contract or Real Property Lease, or (B) waive any right of any Acquired Company under the confidentiality provision of any Contract; (xvii) not enter into any new Contract that (A) if entered into prior to the date of this Agreement and the Closing Date for the Subco AssignmentAgreement, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation would have been required to be listed on Section 4.10(a) of the Subco Business shall be conducted only Disclosure Schedules as a Material Contract, other than any purchase order issued or received in the ordinary course of business consistent with past practiceinvolving an amount that is less than $150,000 or (B) purports to limit, curtail or restrict (1) the kinds of businesses in which an Acquired Company or any of its current or future Affiliates may conduct, (2) the Persons to whom an Acquired Company or any of its current and future Affiliates can compete, (3) the Persons to whom an Acquired Company or any of its current or future Affiliates can sell products or deliver services, (4) the Person or class of Persons an Acquired Company or any of its current or future Affiliates may solicit for employment, or (5) the acquisition of any business by an Acquired Company or any of its current or future Affiliates; (xviii) not sell, encumber, abandon or allow to lapse any material Intellectual Property; (xix) not accelerate the collection of, or discount any accounts receivable from any client or customer; and EQT Energy and EESH, and (xx) not (A) other than as applicable, shall use commercially reasonable efforts required by the terms of any Benefit Plan as in effect prior to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required or by Applicable applicable Law, neither EQT Energy nor EESHincrease the rate, as applicable, shall doterms, or propose level of compensation, compensation opportunities, severance, retention, incentive, termination, or change-in-control pay, or any other benefits payable or to dobecome payable to its employees, officers, directors, independent contractors, consultants, or other individual service providers, other than broad-based, scheduled increases in the ordinary course consistent with past practice for employees with annual base salaries less than or equal to $150,000, (B) enter into, terminate, adopt, or materially amend any Benefit Plan or any other agreement, arrangement, plan, policy, program, or practice that would constitute a Benefit Plan if it had been in effect as of the date hereof, (C) grant or issue, or promise to grant or issue, any equity-based incentive awards to any employee or other individual service provider, (D) enter into, adopt, or engage in negotiations regarding, any collective bargaining agreement, works council or any similar collective labor agreement or arrangement, (E) hire or engage any individual (other than (I) hires for employees with annual base salaries less than or equal to $150,000 and (II) hires for employees for positions that are identified in Section 6.01 of the Disclosure Schedules as vacant or actively being recruited, each as of the date hereof), or terminate the employment or other service relationship of any employee or other individual service provider (other than a termination of any employee for cause), (F) terminate the employment relationship of employees of any Acquired Company in such numbers as would trigger any liability under the WARN Act, or (G) terminate the obligation of any Acquired Company to contribute to a Multiemployer Plan. (b) Nothing contained in this Agreement shall give Buyer, directly or indirectly, any of rights to control or direct the following without the Company’s operations prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject Closing. Prior to any Lien (other than a Permitted Lien) its interest in Subcothe Closing, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assumeCompany shall exercise, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease the terms and conditions of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practicethis Agreement, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energycomplete control and supervision over its business, EESH or Subco relating to the Subco Business assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingoperations.

Conduct of Business Prior to the Closing. Seller covenants and agrees that from the Effective Date through the Closing, unless Buyer otherwise consents in writing, Seller, its Affiliates and Existing Manager shall: (a) Between Operate the date Property in the ordinary course of this Agreement business, including (i) incurring expenses consistent with the past practices, (ii) using commercially reasonable efforts to preserve the Property’s present business operations, organization and goodwill and its relationships with residents, customers, employees, advertisers, suppliers and other contractors, and (iii) maintaining the Closing Date Licenses listed on Exhibit C of the Asset ContributionSeller Disclosure Letter. (b) Operate the Property and otherwise conduct business in accordance with the terms or conditions of the Licenses listed on Exhibit C of the Seller Disclosure Letter, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or all Applicable Laws having jurisdiction over any aspect of the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only Property and all applicable insurance requirements. (c) Maintain the books and records for the Property. (d) Timely comply in all material respects with the Property Agreements. (e) Not sell, lease, grant any rights in or to or otherwise dispose of, or agree to sell, lease or otherwise dispose of, the Property in whole or in part, except to residents of the facility in the ordinary course of business consistent with past practice; using a form of resident agreement agreed upon by Seller and EQT Gathering shall use Buyer. (f) Take commercially reasonable efforts to maintain the Personal Property currently in use in reasonably good operating condition and repair, except for ordinary wear and tear, in a manner consistent with past practices. (g) Perform all covenants, terms, and conditions and make all payments in a timely fashion, under any loans listed on Schedule 4.26 of the Seller Disclosure Letter. (h) Not amend or modify the Property Agreements or take or fail to take any action thereunder outside the ordinary course of Seller’s business. (i) preserve intact Subject to Section 12.16 below and except for Pre-Approved Capital Improvement, not make any alterations or improvements to the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely Property or make any capital expenditure with respect to the AssetsProperty in excess of ONE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($100,000.00) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as than those that are required by Applicable Law, EQT Gathering shall not do, Law or propose that are necessary to do, directly preserve the coverage under or indirectly, any of comply with the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations terms of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely insurance policy with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed:Property. (ij) Enter Not enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness agreement which calls for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve annual payments individually or in the aggregate in excess of TEN THOUSAND AND NO/100 U.S. DOLLARS ($25,000; 10,000.00) or for a term in excess of one year, unless such agreement can be terminated upon not more than sixty (viii60) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay days prior written notice without the payment of accounts payable any termination fee or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice;penalty payment. (ixk) Take any action, or intentionally fail to take any action, that would result in Provide the Buyer with a breach current Rent Roll on the first day of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingeach month.

Conduct of Business Prior to the Closing. (a) Between From the date of this Agreement and until the Closing Date of the Asset ContributionClosing, unless EQM shall otherwise agree in writing and except as otherwise contemplated by provided in this Agreement or consented to in writing by ASI, Sellers will operate or cause the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall Specialty Plastics Business to be conducted only operated in the ordinary course of business consistent in all material respects with past practice; , and EQT Gathering shall each Seller will use its commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available to Sellers the services of the current officers its Employees and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current for Sellers its relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relationscustomers of the Specialty Plastics Business. By way Without limiting the generality of amplification and not limitationthe foregoing, between from the date of this Agreement until the Closing: (a) Sellers shall (i) maintain the Sold Assets in good repair, working order and condition, reasonable wear and tear excepted; (ii) maintain its books of account and records in the Closing Date usual and ordinary manner; (iii) comply in all material respects with all applicable Laws, including maintaining all Permits in full force and effect; (iv) maintain its present insurance in full force and effect, with policy limits and scope of coverage not less than is now provided by its present insurance; (v) pay all accounts payable and other obligations (including Taxes) on a basis consistent with the practices of the Asset Contribution, except Specialty Plastics Business as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without date hereof; (vi) maintain its system of internal accounting controls. (b) Without the prior written consent of EQM, ASI (which consent shall not be unreasonably withhelddelayed, conditioned or delayed: withheld), Sellers shall not (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, amend, supplement, terminate or modify in cancel any material respect or consent to the termination of any Material Sold Contract or amend, waive, modify or consent to the termination of relinquish any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets thereunder other than in the ordinary course of business consistent with past practice; ; (vii) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other other than in the ordinary course of business consistent with past practice, permit the lapse of incur any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; indebtedness for borrowed money; (viiiii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assetssell, accelerate the collection of or discount any accounts receivableassign, delay the payment of accounts payable or defer expensestransfer, reduce inventories lease or otherwise increase cash on hand, except, in each case, in the ordinary course dispose of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between Sold Assets, other than the date sale of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only inventory in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amendgrant to its Employees any increases in compensation or benefits, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; ; (v) Enter enter into any lease of real or personal property or employment agreement with any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates individual with regard to the Subco Specialty Plastics Business; ; (vi) Other than in materially modify the terms of employment of any Employee individually or the Employees as a whole; (vii) mortgage, pledge or encumber any material portion of the Sold Assets; (viii) acquire any assets outside of the ordinary course of business consistent with past practice; (ix) amend, permit modify or otherwise change the lapse terms of any right relating existing agreement to any material intangible asset used in accelerate the Subco Business; (vii) Commence payments due thereunder or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivableAccounts Receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, other than in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effectbusiness; and (x) Announce an intentiondelay the payments of any accounts payable, other than in the ordinary course of business; and (xi) enter into any formal or informal agreement, or otherwise make a commitment agreement to do any of the foregoing (c) Sellers will provide Buyers’ employees, agents and authorized representatives with reasonable access (subject to applicable Foreign Competition/Investment Law) during normal business hours upon reasonable advance written notice to the Facilities and to the documents books and records relating to the Specialty Plastics Business, to the extent necessary to enable Buyers to make a thorough investigation of the Specialty Plastics Business, to make a physical examination of the Sold Assets, to conduct reasonable environmental examinations (except that neither Buyer nor any of their respective representatives may conduct any environmental sampling or testing without the prior written consent of Ferro), and to examine documents, books and records; provided that such access does not interfere in any material respect with such Seller’s normal business operations.

Conduct of Business Prior to the Closing. (a) Between From the date of this Agreement and hereof until the Closing Date of the Asset ContributionClosing, unless EQM shall otherwise agree in writing and except as otherwise contemplated expressly permitted by this Agreement or otherwise consented to or approved by the Asset Disclosure SchedulesBuyer in writing (such consent or approval not to be unreasonably withheld): (i) The Seller shall not permit the Branches to incur any material liabilities or material obligations (whether directly or by way of guaranty, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only endorsement, surety contract or otherwise) including without limitation any obligation for borrowed money or evidenced by any note, bond, debenture or similar instrument, except for deposit liabilities incurred in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect pursuant to the Assets) with distributorsSeller's customary rate schedules, customers, suppliers and except for other Persons with which EQT Gathering has significant business relations. By way liabilities and obligations incurred in the ordinary course of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assetsbusiness; (ii) SellThe Seller shall not sell, pledgetransfer, distribute (mortgage, encumber or declare a distribution with respect to), dividend (or declare a dividend with respect to), otherwise dispose of or otherwise subject to any Lien of the Assets except for the disposition of Assets (other than a Permitted Lienthe Branch Real Estate, Improvements or Leasehold Improvements) its interest in the Assetsordinary course of business; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible forExcept as provided in Article 6, the obligations Seller will not cause the transfer from one or more of the Branches to the Seller's other operations (except to another Branch) of any Persondeposits of the type included in the Liabilities; PROVIDED, in each caseHOWEVER, that would the Seller may transfer deposits to the Seller's other branches or offices upon request of the depositors and may transfer to its other branches or offices other deposits which are not to be Asset Liabilities transferred to Buyer pursuant to this Agreement; PROVIDED, FURTHER, that, except in connection with a general solicitation or that affect general advertising not targeted specifically at the Assetsdepositors of the Assumed Deposits, Seller will not solicit or encourage depositors to transfer deposits to Seller's other branch offices; (1iv) Amend, waive, or modify in The Seller shall not make any material capital commitments with respect or consent to the termination of any Material Contract or amendBranch Real Estate, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, Improvements and (2) Enter into any Contract relating to the Assets other than Leasehold Improvements except aggregate capital commitments made in the ordinary course of business consistent with past practicenot exceeding $25,000 for each Branch; (v) Enter into The Seller shall not grant any lease increase in the rate of real compensation or personal property in the benefits payable or to become payable to any renewals thereof involving a term current officer or employee of more the Branches, or to any current agent or consultant thereof, over the levels in effect as of the date hereof, other than one year any regularly scheduled increases, including bonuses, contemplated under contracts, policies or rental obligation exceeding $100,000 per year in programs existing on the date hereof or under any single case which relates benefit program generally applicable to the AssetsSeller's employees; provided that the Seller shall retain the right to hire additional branch employees at comparable rates of compensation as necessary for the operation of the Branches; (vi) Other than The Seller will maintain the Branch Real Estate, Improvements, Leasehold Improvements and Furniture, Fixtures and Equipment substantially in the accordance with its normal practices, and keep such property in its present condition, ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assetswear and tear excepted; (vii) Commence or settle any Action The Seller shall operate the Branches and the businesses thereof in accordance with its normal practices and will use reasonable efforts to preserve for the benefit of the Buyer after the Closing its business, goodwill and relationships with customers and suppliers; and (viii) The Seller shall provide the Buyer reasonable access during normal business hours to and the opportunity to review and inspect the Branch Real Estate, Improvements, Leased Real Estate, Leasehold Improvements, Furniture, Fixtures and Equipment of the Branches, and the books, records, files, documentation and accounts of the Branches; shall furnish to the Buyer such reports and compilations pertaining thereto as the Buyer shall reasonably request from time to time; and shall furnish to the Buyer all such other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating information pertaining to the Assets and that do not involve payments individually or in the aggregate in excess Liabilities and the business of $25,000; (viii) With respect the Branches as the Buyer may reasonably request. In addition, the Seller shall provide the Buyer reasonable access to the Assets, accelerate Branches during the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; thirty (ix30) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and calendar day period immediately preceding the Closing Date for the Subco Assignmentpurpose of installing teller terminals and other equipment, unless EQM PROVIDED THAT (A) Seller shall otherwise agree not be required to provide such access to any Branch until after all consents, approvals and authorizations referred to in writing Sections 7.1(c) and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i7.2(c) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely hereof have been obtained with respect to all Branches and (B) Buyer shall give Seller at least twenty-four (24) hours advance notice that it wishes to have such access. The Buyer agrees to cause the Subco Business) with distributors, customers, suppliers installation of such teller terminals and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between equipment to be effected in a manner intended to minimize disruption to the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any operations of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingBranches.

Conduct of Business Prior to the Closing. (a) Between From and after the date of this Agreement hereof and to the Closing Date of the Asset ContributionClosing, unless EQM shall otherwise agree in writing and except (x) as set forth on Schedule 5.1 or as otherwise expressly contemplated by this Agreement or (y) as the Asset Disclosure SchedulesBuyer shall otherwise consent in writing, EQT Gathering hereby which consent shall not be unreasonably withheld or delayed, Seller Parent agrees that it will conduct the ownership Business, and operation of will cause the Assets shall be conducted only Sold Companies and Asset Sellers to conduct the Business, in the ordinary course of business consistent with past practice; , and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization Business conducted by the Sold Companies and assets of EQT Gatheringthe Asset Sellers and related relationships with customers, suppliers and other third parties, and (ii) keep available the services of sufficient Business Employees and Business Temporary Workers to operate the current officers Business as currently conducted. In furtherance and consultants not in limitation of EQT Gatheringthe foregoing, (iii) preserve intact from and after the Assets date hereof and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset ContributionClosing, except (A) as required set forth on Schedule 5.1 or as otherwise expressly contemplated by Applicable Law, EQT Gathering shall not dothis Agreement, or propose to do, directly or indirectly, any of (B) as the following without the prior written Buyer shall otherwise consent of EQMin writing, which consent shall not be unreasonably withheld, conditioned withheld or delayed, Seller Parent covenants and agrees that it shall, and shall cause the Sold Companies and the Asset Sellers to, in each case with respect to the Business: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assetsmaintain insurance coverage at levels consistent with presently existing levels; (ii) Sellnot incur, pledgecreate or assume any Indebtedness, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest short‑term borrowings incurred in the Assetsordinary course of business consistent with past practice, or any Encumbrance other than Permitted Encumbrances; (iii) Incur any Indebtedness for borrowed money not acquire or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations dispose of any Person, in each case, that would be Asset Liabilities or that affect assets outside of the Assetsordinary course of the business consistent with past practice; (1iv) Amendmaintain the properties and assets of the Business, waiveincluding the Acquired Assets, in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (v) not enter into, terminate, amend any material term of, or modify in waive any material respect or consent to the termination of right under, any Material Contract Contract, except in the ordinary course of business; (vi) not make any change to any financial or amendTax accounting principle, waivemethod, modify election, estimate or consent practice, except for any such change required by reason of U.S. GAAP, German GAAP and/or applicable Law; (vii) not increase or enhance compensation (including the granting of bonuses) to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than employees except in the ordinary course of business consistent with past practice; (vviii) Enter into not (A) hire any lease employee with an annual rate of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate base salary in excess of $25,000; €150,000 or (viiiB) With respect to terminate the Assets, accelerate the collection employment of or discount any accounts receivable, delay the payment employee with an annual rate of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, base salary in each case, in the ordinary course excess of business consistent with past practice€150,000 other than for cause; (ix) Take not change or amend the charter or bylaws or similar organizational documents of any actionSold Company; (x) not issue, sell, pledge, transfer, repurchase or redeem or propose to issue, sell, pledge, transfer, repurchase or redeem any shares of capital stock of any Sold Company, or intentionally fail securities convertible into or exchangeable or exercisable for, or options with respect to, or warrants to take any actionpurchase or rights to subscribe for, that would result in a breach shares of capital stock of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse EffectSold Company; and (xxi) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment not agree to do take any of the foregoingforegoing actions. (b) Between Nothing in the foregoing part of this Section 5.1 shall operate to prevent or restrict Seller Parent, any of the Sold Companies, Share Sellers or Asset Sellers from: (i) completing or performing any obligations undertaken pursuant to any Contract or arrangement entered into before the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement provided or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect made available to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between Buyer prior to the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests;Agreement; or (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to taking any action at the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination written request of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingBuyer.

Conduct of Business Prior to the Closing. Seller covenants and agrees that from the Effective Date through the Closing, unless Buyer otherwise consents in writing, Seller, its Affiliates and Existing Manager shall: (a) Between Operate the date Property in the ordinary course of business, including (i) incurring expenses consistent with the past practices and in accordance with the duties of Seller under this Agreement Agreement, (ii) using commercially reasonable efforts to preserve the Property’s present business operations, organization and goodwill and its relationships with residents, customers, employees, advertisers, suppliers and other contractors, and (iii) maintaining the Closing Date Licenses listed on Exhibit D. (b) Operate the Property and otherwise materially conduct business in accordance with the terms or conditions of the Asset ContributionLicenses listed on Exhibit D, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or all Applicable Laws having jurisdiction over any aspect of the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall be conducted only Property and all applicable insurance requirements. (c) Maintain the books and records for the Property. (d) Timely comply in all material respects with the Property Agreements. (e) Not sell, lease, grant any rights in or to or otherwise dispose of, or agree to sell, lease or otherwise dispose of, the Property in whole or in part, except to residents of the facility in the ordinary course of business consistent with past practice; using a form of resident agreement agreed upon by Seller and EQT Gathering shall use Buyer. (f) Take commercially reasonable efforts to maintain the Personal Property currently in use in reasonably good operating condition and repair, except for ordinary wear and tear, in a manner consistent with past practices. (g) Perform all covenants, terms, and conditions and make all payments in a timely fashion, under any loans listed on Schedule 4.27. (h) Not amend or modify the Property Agreements or take or fail to take any action thereunder outside the ordinary course of Seller’s business. (i) preserve intact Subject to Section 12.16 below, not make any alterations or improvements to the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely Property or make any capital expenditure with respect to the AssetsProperty in excess of ONE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($100,000.00) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as than those that are required by Applicable Law, EQT Gathering shall not do, Law or propose that are necessary to do, directly preserve the coverage under or indirectly, any of comply with the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations terms of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely insurance policy with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed:Property. (ij) Enter Not enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness agreement which calls for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve annual payments individually or in the aggregate in excess of FIFTY THOUSAND AND NO/100 U.S. DOLLARS ($25,000; 50,000.00) or for a term in excess of one year, unless such agreement can be terminated upon not more than sixty (viii60) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay days prior written notice without the payment of accounts payable any termination fee or defer expensespenalty payment, reduce inventories or unless otherwise increase cash on hand, except, approved in each case, in the ordinary course of business consistent with past practice;writing by Buyer. (ixk) Take any action, or intentionally fail to take any action, that would result in Provide the Buyer with a breach current Rent Roll on the first day of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingeach month.

Conduct of Business Prior to the Closing. (a) Between The Seller covenants and agrees that between the date of this Agreement hereof and the Closing Date Closing, the Seller shall cause each of the Asset Contribution, unless EQM shall otherwise agree in writing Companies and except as otherwise contemplated by this Agreement or the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation each of the Assets shall be conducted only SPVs and, to the extent it has the power to do so, each of the Transferred Entities and Property Owners to (A) conduct its operations and the Business in the ordinary course of business consistent with past practice; and EQT Gathering shall in all material respects (B) use commercially its reasonable best efforts to (i) preserve intact in all material respects their respective business organizations and (C) use its reasonable best efforts to preserve for the business organization Purchaser and assets of EQT Gathering, (ii) keep available the services Parents the relationships of the current officers Companies, the Controlled Transferred Entities and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely Controlled Property Owners with respect to the Assets) with distributors, their respective customers, suppliers suppliers, managers, employees, tenants and other Persons others having on-going relationships with which EQT Gathering has significant business relationsany of the Companies, the Controlled Transferred Entities and the Controlled Property Owners. By way of amplification The Seller covenants and not limitationagrees that, between the date of this Agreement hereof and the Closing Date of the Asset ContributionClosing, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQMthe Purchaser, none of the Companies, the SPVs, or, to the extent Seller has the power to Control such entity, none of the Transferred Entities or Property Owners shall: (a) (i) issue or sell any equity interests (partnership, membership or otherwise) or any option, warrant or other right to acquire the same, (ii) redeem any of its equity interests (other than the Xxxxx Interest), or (iii) declare, make or pay any dividends or distributions to the holders of equity interests, other than cash dividends and distributions of the Excluded Assets, distributions and redemptions declared, made or paid directly or indirectly to the Seller by the Companies, the SPVs, the Transferred Entities or the Property Owners; (b) incur or assume any Indebtedness or guarantee any such Indebtedness, other than in the Ordinary Course of Business; (c) amend or restate the Organizational Documents of the Companies or any of the SPVs, Transferred Entities or Property Owners; (d) enter into any material contract, or take any action to extend the term of any material contract, that is not terminable on 30 days’ or less notice, in each case if such contract survives Closing, other than in the Ordinary Course of Business; (e) permit, allow or suffer any of the Securities or Transferred Interests to become subjected to any Encumbrance, or permit, allow or suffer any of the Assets to become subjected to any Encumbrance, other than Permitted Encumbrances; (f) cancel any Indebtedness owing to the Companies or, except in the Ordinary Course of Business, waive any claims or rights of value belonging to the Companies; (g) except for intercompany transactions in the Ordinary Course of Business, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with, Seller, any of Affiliates of Seller or any Related Party (other than the Companies, the Controlled Transferred Entities or the Controlled Property Owners), in each instance which consent shall not survive Closing; (h) grant or announce any increase in the salaries, bonuses or other benefits payable by the Companies to any of the employees of the Companies, other than as required by Law, pursuant to any Plans, programs or agreements existing on the date hereof, other ordinary increases consistent with the past practices of the Companies and/or bonuses which may be unreasonably withheld, conditioned or delayed:paid by Seller in consideration of the transactions contemplated by this Agreement; (i) Enter into change any joint venture, strategic alliance, exclusive dealing, noncompetition method of accounting or similar contract accounting practice or arrangement that affects policy used by the AssetsCompanies or the Controlled Transferred Entities or Controlled Property Owners; (iij) Sell, pledge, distribute (or declare a distribution fail to exercise any rights of renewal with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) material Leased Real Property that by its interest in the Assetsterms would otherwise expire; (iiik) Incur settle or compromise any Indebtedness for borrowed money material claims of the Companies or issue any debt securities the Controlled Transferred Entities or assumeControlled Property Owners, guarantee or endorse, or otherwise become responsible for, other than in the obligations Ordinary Course of any Person, in each case, that would be Asset Liabilities or that affect the AssetsBusiness; (1l) Amend, waive, or modify change in any material respect any policies, practices or consent procedures with respect to credit, billing and/or collection of the termination of any Material Contract Companies with respect to customers or amend, waive, modify or consent payments with respect to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practicevendors/subcontractors; (vm) Enter into make any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates election with respect to Taxes with respect to the AssetsCompanies or the Controlled Transferred Entities or Controlled Property Owners; (vin) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of accounts receivable or discount any accounts receivable, delay the payment of accounts payable or defer accrued expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course Ordinary Course of business consistent with past practice;Business; or (vo) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail agree to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoingactions specified in Sections 5.01(a)-(n), except as contemplated by this Agreement.

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and the Closing Date of the Asset ContributionDate, unless EQM the Buyer shall otherwise agree in writing and except as otherwise contemplated by this Agreement or writing, the Asset Disclosure Schedules, EQT Gathering hereby agrees Seller covenants that the ownership and operation of the Assets shall be conducted only in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset Contribution, except as required by Applicable Law, EQT Gathering shall not do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien (other than a Permitted Lien) its interest in the Assets; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of EQT Gathering thereunder, and (2) Enter into any Contract relating to the Assets other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Assets; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the business of the Assets; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Gathering in a Transferred Contract or that has or would reasonably be expected to have a Gathering System Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; practices, and EQT Energy and EESH, as applicable, the Seller shall cause the Subsidiaries to use their commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current Business, goodwill and relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, its customers, suppliers Asset Purchase Agreement suppliers, employees, Governmental Authorities and other Persons with which either others. Except as provided in Schedule 5.1 of EQT Energy the Disclosure Schedules or EESH has significant business relations. By way of amplification and not limitationotherwise specifically set forth in this Agreement, between the date of this Agreement and the Closing Date for the Subco AssignmentDate, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, the Buyer (which consent shall not be unreasonably withheld), conditioned or delayedneither the Seller nor the Subsidiaries shall, in connection with the Business: (ia) Enter into any joint ventureexcept to the extent prohibited by the Indentures, strategic alliancesell, exclusive dealingtransfer, noncompetition encumber or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), otherwise dispose of (any Transferred Assets or any interest therein, other than pursuant to the Subco Contributionimmaterial dispositions (and where appropriate, corresponding replacements) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (vi) Enter enter into any contract, agreement or arrangement that would be a Material Contract if entered into prior to the date of this Agreement or modify or amend in any material respect any such existing contract, agreement or arrangement, (ii) enter into any lease for any new parcel of real Real Property that is not terminable without penalty on 60 days notice, (iii) modify or personal amend any lease for (A) any headend, (B) any other property or any renewals thereof involving a term of that would be Material Real Property and that serves more than one year 1,000 individually-billed subscribers, or rental obligation exceeding $100,000 per year in (C) any single case which relates to the Subco Business; other lease other than, for purposes of this clause (viC) Other than any immaterial modification or amendment made in the ordinary course of business consistent with past practice, permit the lapse of or (iv) enter into any right relating to Franchise or FCC License or modify or amend in any material intangible asset used in the Subco Businessrespect any such existing Franchise or FCC License; (viic) Commence grant or announce any increase in the base salaries payable to any Business Employees, other than as required by Law, pursuant to any Employee Plans or other ordinary increases not inconsistent with the past practices of the Seller and its Affiliates, but in no event shall the aggregate of such increases exceed 5% of the aggregate base salaries payable to all the Business Employees as of the date of this Agreement; (d) make any material change in any method of accounting or accounting practice or policy, except in accordance with CCI’s then current practice or as required by GAAP (in which case the Seller will promptly notify the Buyer of such material change); (e) make or rescind any election relating to Taxes, file any amended Tax Return, settle any Action other than cash Tax claim or assessment or consent to any waiver or extension of the limitation period applicable to any Tax claim or assessment, except for any elections, amendments, settlements or consents of CCI and its subsidiaries that do not involve affect the Business or the C-Corporations disproportionately as compared with CCI, taken as a whole (provided that no such election, amendment, settlement or consent shall have any covenants adverse effect on the Business or other agreements limiting the activities of EQT Energy, EESH or Subco relating to C-Corporations after the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000Closing); (viiif) With fail to implement procedures for disconnection and discontinuance of service to subscribers whose accounts are delinquent, in accordance with CCI’s practice in effect during the twelve months preceding the date of this Agreement; (g) fail to maintain in full force and effect existing policies of insurance with respect to the Subco BusinessBusiness or replacement insurance; (h) fail to deliver to the Buyer correct and complete copies of monthly System Reports promptly after such statements become available to the Seller; Asset Purchase Agreement (i) change the rates charged for Basic Services, accelerate Expanded Basic Services, High Speed Internet Services or Pay TV or add, delete, retier or repackage any analog or digital programming services other than annual rate increases and changes to channel positions made in the collection ordinary course of business and, except to the extent required under any Law (in which case the Seller will promptly notify the Buyer of any such change); (j) fail to maintain at least 30 days of inventory of customer premise and customer installation equipment or discount fail to maintain inventory of any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, other Equipment in the ordinary course of business consistent with past practice; (ixk) Take incur any actionliability that would constitute a material Assumed Liability if incurred prior to the date of this Agreement; (l) dispose of, license or intentionally permit to lapse any rights in, to or for the use of any material Intellectual Property included in the Transferred Assets; (m) fail to take make any actioncapital expenditures or repairs in the ordinary course of business consistent with the current budget and past practice of the Seller with respect to the Business; (n) settle any claims, actions, arbitrations, disputes or other proceedings that would result in a breach the Seller or any Subsidiary being enjoined in any material respect from engaging in the transactions contemplated by this Agreement or materially adversely affecting the System; (o) engage in any marketing or promotional activities; (p) waive, release or assign any material right relating to the Systems or the Transferred Assets; (q) fail to keep any (i) Material Contract or Permit (subject to the expiration of such Material Contract or Permit in accordance with its terms), (ii) lease for (A) any headend or (B) any other Material Real Property that serves more than 1,000 individually-billed subscribers or (iii) retransmission consent included in the Transferred Assets in full force and effect without material default thereunder; (r) issue or sell, or cause the C-Corporation Parent Company to issue or sell, any shares of capital stock of the C-Corporations, or any of their subsidiaries, or any options, warrants, convertible securities or other rights of any covenant made kind to acquire any such shares; or (s) fail to consider in good faith any requests by EQT Energy or EESH the Buyer to dispose of any Real Property included in the Subco Contracts or that has or would reasonably be expected Transferred Assets. This Section 5.1 notwithstanding, prior to have a Subco Material Adverse Effect; and (x) Announce an intentionthe Closing, enter into any formal or informal agreementthe Seller shall transfer, sell or otherwise make a commitment to do dispose of (1) any assets held by the C-Corporations that are not Transferred Assets and (2) any liabilities of the foregoing.C-Corporations that are not Assumed Liabilities. Asset Purchase Agreement

Conduct of Business Prior to the Closing. (a) Between Except as set forth on Schedule 5.1 of the Disclosure Schedules, between the date of this Agreement and the Closing Date of the Asset ContributionDate, unless EQM Buyer shall otherwise agree in writing and except as otherwise contemplated by this Agreement or writing, Talisker shall cause the Asset Disclosure Schedules, EQT Gathering hereby agrees that the ownership and operation of the Assets shall Business to be conducted only in the ordinary course consistent with past practice, and shall preserve substantially intact the organization of the Business, keep available the services of the current Business Employees and consultants of the Business (other than terminations in the ordinary course of business) and preserve the current relationships of the Business with customers, suppliers and other persons with which the Business has significant business relations; provided, however, for the avoidance of doubt, Talisker shall not be required to make any capital expenditures for the Business, other than capital expenditures on account of routine maintenance in the ordinary course of business consistent with past practice; and EQT Gathering shall use commercially reasonable efforts to (i) preserve intact the business organization and assets of EQT Gathering, (ii) keep available the services of the current officers and consultants of EQT Gathering, (iii) preserve intact the Assets and (iv) preserve the current relationships of EQT Gathering (solely with respect to the Assets) with distributors, customers, suppliers and other Persons with which EQT Gathering has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date of the Asset ContributionDate, except as required by Applicable Law, EQT Gathering Talisker shall not do, do or propose to do, directly or indirectly, any of the following in connection with the Business or the Business Assets without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayedBuyer: (ia) Enter into any joint ventureissue, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Assets; (ii) Sellsell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of or otherwise subject to any Lien Encumbrance any Business Assets (other than a Permitted Lien) its interest the Reserved Landlord Estate), other than sales or transfers of Inventory in the Assetsordinary course of business consistent with past practice; (iiib) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would be Asset Liabilities or that affect the Assets; (1) Amendamend, waive, or modify in any material respect or consent to the termination of any Material Contract Assumed Talisker Contract, or amend, waive, modify or consent to the termination of any Talisker’s rights of EQT Gathering thereunder, and (2) Enter or enter into any Contract relating to in connection with the Business or the Business Assets other than in the ordinary course of business consistent with past practice; (vc) Enter authorize, or make any commitment with respect to, any single capital expenditure (excluding capital expenditures related to the Canyons Golf Course or capital expenditures made in the ordinary course of business consistent with past practice) for the Business that is in excess of One Hundred Thousand Dollars ($100,000), except where there is imminent risk to life, health or safety; (d) enter into any lease of real or personal property or any renewals thereof in connection with the Business involving a term of more than one (1) year or rental obligation exceeding One Hundred Thousand Dollars ($100,000 100,000) per year in any single case which relates to the Assetscase; (vie) Other except in accordance with Schedule 5.1(e) of the Disclosure Schedules, increase the compensation payable or to become payable or the benefits provided to its Business Employees, except for normal merit increases consistent with past practice in salaries or wages of Business Employees who receive less than Fifty Thousand ($50,000) in total annual cash compensation from ASCU, or grant any severance or termination payment to, or pay, loan or advance any amount to, any Business Employee, or establish, adopt, enter into or amend any Employee Plan; (f) make any change in any method of accounting or accounting practice or policy affecting the financial statements of the Business, except as required by GAAP; (g) make, revoke or modify any Tax election, settle or compromise any Tax liability or file any Tax Return relating to the Business other than on a basis consistent with past practice; (h) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) relating to the Business or the Business Assets, other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets liabilities reflected or any other material intangible asset used reserved against in the business of the Assets; (vii) Commence Financial Statements or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Gathering relating to the Assets and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Assets, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, subsequently incurred in the ordinary course of business consistent with past practice; (ixi) Take cancel, compromise, waive or release any right or claim relating to the Business or the Business Assets, other than in the ordinary course of business consistent with past practice; (j) permit the lapse of any existing policy of insurance relating to the Business or the Business Assets; (k) permit the lapse of any right relating to material Talisker Canyons Intellectual Property or any other intangible asset used or held for use in connection with the Business; (l) accelerate the collection of or discount any Receivables, delay the payment of liabilities that would become Assumed Liabilities or defer expenses, reduce Inventories or otherwise increase cash on hand in connection with the Business, except in the ordinary course of business consistent with past practices; (m) commence or settle any Action relating to the Business, the Business Assets, the Additional Property or the Assumed Liabilities, except for settlements of Actions or potential Actions in the ordinary course of business consistent with past practice and so long as such settlement does not create any material obligation on behalf of Buyer or otherwise burden the Resort Premises; (n) incur any additional Funded Indebtedness, unless prior thereto Talisker has delivered to Buyer a Permitted Landlord Mortgagee Protection Agreement with respect to such Funded Indebtedness in the form attached hereto as Exhibit U with such additions, revisions or modifications thereto as may be approved by Buyer in its sole discretion; (o) take any action, or intentionally fail to take any action, that would cause any representation or warranty made by Talisker in this Agreement or any Transaction Document to be untrue or result in a breach of any covenant made by EQT Gathering Talisker in a Transferred Contract this Agreement, to the extent that such action or that omission has or would reasonably be expected to have a Gathering System Material Adverse Effect; andor (xp) Announce announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing. (b) Between the date of this Agreement and the Closing Date for the Subco Assignment, unless EQM shall otherwise agree in writing and except as otherwise contemplated by this Agreement or the Subco Disclosure Schedules, EQT Energy and EESH, as applicable, hereby agree that the ownership and operation of the Subco Business shall be conducted only in the ordinary course of business consistent with past practice; and EQT Energy and EESH, as applicable, shall use commercially reasonable efforts to (i) preserve intact the Subco Contracts and the Subco Business and (ii) preserve the current relationships of either of EQT Energy or EESH (solely with respect to the Subco Business) with distributors, customers, suppliers and other Persons with which either of EQT Energy or EESH has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date for the Subco Assignment, except as required by Applicable Law, neither EQT Energy nor EESH, as applicable, shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that materially affects the Subco Business or Subco Interests; (ii) Sell, pledge, distribute (or declare a distribution with respect to), dividend (or declare a dividend with respect to), dispose of (other than pursuant to the Subco Contribution) or otherwise subject to any Lien (other than a Permitted Lien) its interest in Subco, the assets of Subco or the Subco Contracts; (iii) Incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that would materially affect the Subco Interests or the Subco Business; (iv) (1) Amend, waive, or modify in any material respect or consent to the termination of the Subco Contracts or amend, waive, modify or consent to the termination of any rights of EQT Energy, EESH or Subco thereunder, and (2) Enter into any Contract relating to the Subco Business other than in the ordinary course of business consistent with past practice; (v) Enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Subco Business; (vi) Other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to any material intangible asset used in the Subco Business; (vii) Commence or settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of EQT Energy, EESH or Subco relating to the Subco Business and that do not involve payments individually or in the aggregate in excess of $25,000; (viii) With respect to the Subco Business, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (ix) Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by EQT Energy or EESH in the Subco Contracts or that has or would reasonably be expected to have a Subco Material Adverse Effect; and (x) Announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.