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

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between the date hereof and the Closing Date, it will (except as Purchaser otherwise agrees in its sole discretion, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business in the ordinary course and consistent with Seller's past practice (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assets.

Conduct of Business Prior to the Closing. (a) Seller covenants and agrees that, except as described in Section 5.1(a) of the Disclosure Schedule or as expressly permitted, required or intended by this Agreement and the Ancillary Agreements, between the date hereof and the Closing DateClosing, it will (except as Purchaser otherwise agrees in Seller shall not, and shall cause its sole discretionsubsidiaries not to, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of conduct the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business than in the ordinary course and consistent with Seller's ’s past practice. Without limiting the generality of the foregoing, except as described in Section 5.1(a) of the Disclosure Schedule, Seller shall, and shall cause its subsidiaries to, with respect to the Business, (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice and notify Purchaser of any changes in pricing policies not in accordance with past practice (taking into account provided that any Transferred Products sold in accordance with such changed pricing practices, if any, shall not constitute “Backlog” hereunder), such changes to be subject to the sale approval of Purchaser and such approval not to be unreasonably withheld where such change in pricing policy is a result of the transactions contemplated in this Agreement; (ii) not shorten or lengthen the customary payment cycles for any of its Receivables; (iii) use commercially reasonable efforts to (A) preserve intact business organization of the Business, (B) keep available to Purchaser the services of the Transferred Employees, provided however, that the covenants and agreements set forth in this paragraph shall not require Seller to increase compensation, add additional Benefits or incur any additional expenses with respect to the Transferred Employees, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Business Assets contemplated hereby and Seller's (D) preserve its current relationships with its Distribution Channel Participants, vendors and other agreements hereunderpersons with which it has significant business relationships; and (iv) except for such actions not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of Seller to be untrue or result in a breach of any covenant made by Seller in this Agreement. (b) Except as may be contemplated described in Section 5.1(b) of the Disclosure Schedule or as expressly permitted, required or intended by this Agreement and the Ancillary Agreements, Seller covenants and agrees that, prior to the Closing, without the prior written consent of Purchaser, Seller will not, and will cause its subsidiaries not to, do any of the following: (i) permit or agreed allow any of the Assets (whether tangible or intangible) to by Purchaser in a writing signed by Purchaserbe subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances that will be released at or prior to the Closing; (cii) not transfer enter into any Employee Purchase Order, Sales Order or other Material Contract that would constitute a Transferred Contract (which Material Contract shall permit the assignment thereof to Purchaser as defined of the Closing), other than acceptance of Sales Orders that constitute “Backlog” hereunder; (iii) amend, modify, terminate, consent to the termination of, cancel or compromise any Transferred Contract or any other material claims of Seller or its subsidiaries related to the Business that are included in the first sentence of Section 6.01(a)) to Assets or that are Seller Cross License IP, or waive any other division rights of substantial value to Seller or position its subsidiaries related to the Business that are included in the Assets; (iv) sell, transfer, lease, sublease, license or otherwise dispose of employment within any Asset or Seller Cross License IP, other than the acceptance of Sales Orders that constitute “Backlog” hereunder or the fulfillment of Sales Orders; (v) conduct the Business through any subsidiary or other entity other than Seller and the other Business Subsidiaries; (vi) make any material changes in the customary methods of operations of the Business, including, without limitation, practices and policies relating to manufacturing, purchasing, Inventories, marketing, selling and pricing except for changes permitted, required or intended by this Agreement and the Ancillary Agreements. (vii) (A) grant any increase, or announce any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to Seller or any of Seller's Subsidiaries its subsidiaries (whether in cash, stock or otherwise) to any other affiliates Employment Candidates, including, without limitation, any increase or change pursuant to any Seller Benefit Plan, or (B) establish or increase or promise to increase any benefits for Employment Candidates of the Business, in either case except as required by law or as may be generally available to similarly situated employees of Seller; (dviii) not terminate the employment disclose any secret or confidential Business Intellectual Property (except by way of any Employee (as defined issuance of a patent) except in the first sentence ordinary course of Section 6.01(a))business in accordance with past practices, or permit to lapse or go abandoned any Business Intellectual Property (or any registration or grant thereof or any application relating thereto) to which, or under which, Seller or any of its subsidiaries has any right, title, interest or license; (eix) not encourage or otherwise act fail to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof;maintain the Assets in good repair and operating condition, ordinary wear and tear excepted; or (fx) not change the base salaries amend, modify or bonus supplement any end-user rebate programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (implemented by Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assetsdate hereof.

Conduct of Business Prior to the Closing. Except for Sale Activities, actions contemplated by this Agreement, and as set forth in Section 6.01 of the Disclosure Schedules, from the Signing Date until the earlier of (A) termination of this Agreement in accordance with Article IX or (B) Closing, except as consented to in writing by Buyer, Seller covenants shall, and agrees thatshall cause its Subsidiaries to, between (ii) conduct the date hereof Business in the ordinary course of business consistent with past practice and (iii) use commercially reasonable efforts to maintain and preserve intact Seller’s and its Subsidiaries’ current business organization, assets, properties and operations and to preserve the rights, goodwill and relationships of its employees, Providers, Enrollees, suppliers, regulators, lenders and others having relationships with the Business. Without limiting the foregoing, from the Signing Date until the Closing Date, it will subject to Sale Activities, Seller shall, and shall cause its Subsidiaries to: (except a) use commercially reasonable efforts to preserve and maintain all Permits required for the conduct of the Business as Purchaser otherwise agrees currently conducted or the ownership and use of the Purchased Assets; (b) pay, discharge or satisfy the Liabilities, Taxes and other obligations of the Business which are not in its sole discretion, which as dispute when due in the ordinary course of business consistent with past practice; (c) not change or revoke any material Tax election; not settle or compromise any material claim or assessment in respect of Taxes; not surrender any right to clause claim a material Tax refund; not amend any material position on a Tax Return; not change any Tax accounting method; not enter into any closing agreement relating to any material Tax; and not consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (d) below will not unreasonably be withheld):defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation in the ordinary course of business consistent with past practice; (ae) perform in all material respects all of its obligations under all Provider Contracts and the Payor Contracts; (f) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets (including with respect to the maintenance of statutory contingent reserves sufficient to be in compliance with applicable Laws); (g) other than as set forth in Section 6.01(g) of the Disclosure Schedules, or as may be required by any Seller Employee Plan, employment agreement or applicable Law, not (i) enter into, adopt, amend or terminate any Seller Employee Plan; (ii) amend or terminate any Key Executive Employment Agreement; (iii) enter into a new employment agreement or retention agreement with any current or future employee with an annual base salary in excess of $200,000, provided that such agreement is not an Assumed Plan and does not increase compensation or benefits other than as permitted by Section 6.01(g)(v); (iv) make any increase in the compensation or benefits of any of its directors or officers; (v) increase the compensation or benefits of any employee of the Business who is not a director or officer except in the ordinary course of business and consistent with past practice for employees with an annual base salary of less than $100,000; and (vi) grant any severance or termination pay to any employee of the Business other than severance or termination pay in the ordinary course of business payable in full prior to the Closing Date; (h) not enter into, amend or terminate any labor agreement, collective bargaining agreement or similar labor related agreement; (i) without limitation to Section 4.06(n), not amend, terminate or fail to renew any Material Provider Contract or any Payor Contract, except for such immaterial amendments as may from time to time be required by the Governmental Authority having jurisdiction thereover; (j) other than in the ordinary course of business consistent with past practice, not (i) enter into, materially modify or terminate (except expirations in accordance with its terms) any Material Contract, or waive, release or assign any material rights or claims thereunder or (ii) enter into, modify, amend, renew or terminate any Contract or waive, release or assign any material rights or claims thereunder, which if so entered into, modified, amended, terminated, waived, released or assigned would reasonably be expected to (1) prevent or materially delay or impair the ability of the Seller and its Subsidiaries to consummate the transactions contemplated by this Agreement, (2) impair in any material respect the ability of the Seller and its Subsidiaries to conduct the Business in the ordinary course consistent with past practice or (3) adversely affect in a material respect the expected benefits of the transactions contemplated by this Agreement; (k) not enter into any Contract to support a community initiative or non-affiliate non-profit corporation or similar entity or charitable endeavor that would create any obligation on Buyer; (l) not amend the constituent documents of Seller (including by merger, consolidation or otherwise) or amend in any material respect the constituent documents of any Subsidiary of Seller (including by merger, consolidation or otherwise); (m) other than borrowings under the Seller’s Term Loan and other credit facilities and lines of credit in existence as of the Signing Date, not (i) incur or otherwise acquire, or modify in any material respect the terms of, any Indebtedness for borrowed money or assume, guarantee or endorse or otherwise become responsible for any such Indebtedness of any Person other than a Subsidiary of Seller, make any loans, advances or capital contributions to, or investments in, any other Person other than a Subsidiary of Seller or issue or sell any debt securities or calls, options, warrants, or other rights to acquire any debt securities of the Seller or its Subsidiaries, enter into any “keep well” or Contract to maintain any financial statement condition of another Person or enter into any arrangement (including any capital lease) having the economic effect of the foregoing; provided that no Indebtedness incurred by the Seller or its Subsidiaries shall have any voting rights associated therewith or (ii) redeem, repurchase, prepay, defease or cancel any Indebtedness for borrowed money, other than, in the case of clause (ii), (1) as required in accordance with its terms or expressly required by this Agreement or (2) in the ordinary course of business consistent with past practice; (n) not sell, transfer, assign, conveylease, license, movemortgage, relocatepledge, encumber encumber, allow to lapse, incur any Encumbrance on (other than a Permitted Encumbrance), or otherwise dispose of of, or agree to do any of the Business foregoing with respect to, any of the Purchased Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; except (bi) conduct, at Seller's expense, the Storage Products Business in the ordinary course and of business consistent with Seller's past practice, (ii) pursuant to Contracts in force on the date of this Agreement, (iii) such dispositions of assets no longer used in the ordinary course of business consistent with past practice (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions ’s or its Subsidiaries’ business as conducted as of Seller as may be contemplated by the date of this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (civ) not transfer any Employee such dispositions among the Seller and its Subsidiaries (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)than Xxxx Park LLC); (eo) not encourage defer any capital expenditure or otherwise act make or authorize any payment of, accrual or commitment for, capital expenditures in excess of Two Million Dollars ($2,000,000) in the aggregate, except those budgeted for in a budget previously made available to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereofBuyer; (fp) not change any material Tax or financial accounting methods, practices, policies or principles or elections from those utilized in the base salaries or bonus programs preparation of the Audited Financial Statements, other than any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalsuch changes as may be required under GAAP; (gq) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose not commence or settle of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior any Action relating to the Effective Date)Business, the Purchased Assets 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 will not create any material obligation on behalf of Buyer following the Closing; (hr) use Seller's best efforts not cancel, amend, compromise, terminate, release or waive any debts, rights or claims relating to secure and preserve good and marketable title in Seller's name in and to all of the Business or the Purchased Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (is) terminate not conclude of or agree to any license rights held corrective action plans, consents, decrees, actions or Orders, other than in the ordinary course of business consistent with past practice; (t) not adopt any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against Seller under any similar Law; (u) not purchase or otherwise acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise), or sale, lease or disposal, of any property, material asset, corporation, partnership, joint venture, limited liability company or other business organization or division or material assets thereof, other than in the ordinary course of business consistent with past practice; (v) not enter into any transaction with any Affiliate of Seller Subsidiary (other than its Subsidiaries) or any other affiliate officers or directors of Seller with respect or its Subsidiaries; (w) not allow to lapse any existing policy of insurance relating to the Business or the Purchased Assets; and (jx) terminate not enter into a Contract, commitment or cause arrangement to be released or expunged all Encumbrances on do any Purchased Assetsof the foregoing that would materially impair its ability to consummate the transactions contemplated by this Agreement in accordance with the terms hereof.

Conduct of Business Prior to the Closing. Seller covenants Except as otherwise required by this Agreement or applicable Law, during the period on and agrees that, between from the date hereof of this Agreement through and including the Closing DateDate or the termination of this Agreement, it Seller shall (i) conduct the Business in the ordinary course consistent with past practices in all material respects, (ii) maintain and preserve intact the current organization, operations and franchise of the Business, (iii) use its best efforts to preserve goodwill and relationships of its Business Employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Except as otherwise required by this Agreement or applicable Law, during the period on and from the date of this Agreement through and including the Closing Date or the termination of this Agreement, Seller will not, without the prior written consent of Buyer (except as Purchaser otherwise agrees not to be unreasonably withheld, conditioned or delayed), in its sole discretion, which as each case solely with respect to clause (d) below will not unreasonably be withheld):the Business: (a) not sellmortgage, transferpledge, assignsubject to a lien, conveyor grant a security interest in, license, move, relocate, encumber or suffer to exist or otherwise dispose of encumber, any of the Business Assets or permit any Seller Subsidiary Purchased Assets, excluding guarantees and letters of credit provided to customers in the ordinary course of business or any other affiliate of Seller to do soEncumbrances existing on the date hereof; (b) conductsell, at Seller's expensedispose of or license any of the Purchased Assets to any Person, the Storage Products Business except licenses in the ordinary course of business and consistent with Seller's past practice (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaserpractices; (c) not transfer intentionally omitted; (d) fail to pay and discharge any Employee trade payables or other material obligations relating to the Purchased Assets or the Business in accordance with Seller’s customary business practices as of the date hereof; (e) change financial accounting methods relating to or affecting the Purchased Assets, the Assumed Liabilities or the Business; (f) write up, write down or write off the book value of any Purchased Assets, except as defined consistent with past practices; (g) amend or terminate any Assigned Contracts, except in the first sentence ordinary course of Section 6.01(a)business; (h) to any other division amend the certificate of incorporation or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates by-laws of Seller; (di) not incur any Indebtedness or guarantee Indebtedness of another Person; (j) take any action to terminate or modify, or permit the employment lapse or termination of, the present insurance policies and coverage of Seller relating to or applicable to the Business or the Purchased Assets; (k) enter into, modify, amend, terminate or waive any Employee (as defined material right or obligation under any Contract that would constitute a Material Contract, except in the first sentence ordinary course of Section 6.01(a)business and consistent with past practices (whether directly or through distributors, resellers, partners and the like); (el) not encourage abandon or otherwise act fail to cause maintain any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereofIntellectual Property Assets; (fm) not change the base salaries grant or bonus programs of make any Employee commitment to grant any retention, severance or establish a bonus plan or termination payment to any new employee benefits for any Employee without Purchaser's prior written approvalconsultant; (gn) continue make any other material change in employment terms for any Business Employee; (o) fail to provide Purchaser comply in all material respects with reasonable access all Laws applicable to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer conduct of the Business Assets to Purchaser or the ownership and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and; (jp) terminate with respect to the Business, the Purchased Assets or cause the Assumed Liabilities: (i) make or change any Tax election, (ii) change an annual Tax accounting period or change a method of Tax accounting (except as required by Law), (iii) file any amended Tax Returns or make any claim for Tax refunds, (iv) enter into any closing agreement relating to be released Taxes or expunged all Encumbrances on (v) settle any Purchased AssetsTax claim, audit or assessment; (q) fail to maintain true, complete and accurate Books and Records in a manner consistent with Seller’s past practices; or (r) agree to do any of the things described in the preceding clauses of this Section 6.01.

Conduct of Business Prior to the Closing. Seller covenants and agrees thatExcept as described in ---------------------------------------- Schedule 7.1, between as required by applicable Laws or by a Governmental Entity or to ------------ the extent Buyer otherwise consents in writing (such consent not to be unreasonably withheld or delayed), during the period from the date hereof 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 DateOhio T&D Business and endeavor to preserve the goodwill and relationships with customers, it will (suppliers and others having business dealings with such business. Without limiting the generality of the foregoing and except as Purchaser otherwise agrees necessary to consummate the transactions contemplated in its sole discretionthis Agreement or as described on Schedule 7.1 or as required under applicable Laws or by any Governmental Entity, which as ------------ until the Effective Time, without the prior written consent of Buyer (such consent not to clause (d) below will not be unreasonably be withheld):withheld or delayed), Seller will: (a) not 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 levels of Inventories customarily maintained by Seller for use in connection with the Ohio T&D Business; (c) Not sell, transferlease (as lessor), assign, convey, license, move, relocate, encumber transfer or otherwise dispose of any of the Business Acquired Assets or permit any Seller Subsidiary of the Designated Vehicles, other than immaterial assets and assets (including Inventories) used, consumed or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business replaced in the ordinary course and of business consistent with Seller's past practice (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of SellerGood Utility Practices; (d) not terminate Not modify, amend or terminate, prior to the employment respective expiration date of any Employee (of the Transferred Contracts, Transferred Easements or any of the Permits with respect to such Acquired Assets in any material respect, other than as defined may be required in the first sentence of Section 6.01(a))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 its Affiliates may solicit, hire or transfer those individuals who are Current or Closing Employees of the Ohio T&D Business who are not encourage offered employment with Buyer in connection with the transactions contemplated hereby, (ii) increase salaries or otherwise act wages of Current Employees prior to cause 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 Employee not action prior to accept any offer of employment by Purchaser made pursuant the Effective Time to Section 6.01 hereofincrease 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 change the base salaries addressed in clauses (a) through (e) above or bonus programs (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 any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalrelated transactions; (g) continue Not enter into any written or oral contract, agreement, commitment or arrangement with respect to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation any of the sale and transfer of matters described in the Business Assets to Purchaser and Sub and the other transactions contemplated hereby foregoing paragraphs (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Datea) through (f); (h) use Seller's best Use commercially reasonable efforts to secure maintain the Owned Real Property, the Transferred Easements, the Transferred Lines and preserve good the Tangible Personal Property, in accordance with Good Utility Practices, ordinary wear and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibletear excepted; (i) terminate Make expenditures to operate the Ohio T&D Business and 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 which is attached as Schedule -------- 7.1(i); ------ (j) Not make any license rights held by change in any Seller Subsidiary method of accounting or accounting practice principles or policy that would impact the Ohio T&D Business or any of the Acquired Assets other affiliate than those changes required by GAAP; (k) Use commercially reasonable efforts to maintain the workforce of Seller the Ohio T&D Business intact and hire replacement workers, all as necessary to operate the Ohio T&D Business in accordance with Good Utility Practices; (l) Maintain workers compensation and general liability insurance coverage with respect to any the Acquired Assets and the Ohio T&D Business consistent in all material respects with the insurance coverage maintained by Seller as of the Purchased Assetsdate of this Agreement; and (jm) terminate Suspend 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 franchise agreements with the municipalities listed on Schedule -------- 7.1(m) so long as no such franchise agreement imposes obligations or cause ------ liabilities upon Seller which are more burdensome than, or otherwise exceed, in any material respect, the obligations and liabilities that would be imposed on Seller pursuant to be released or expunged all Encumbrances the form of franchise agreement provided to Buyer by Seller on any Purchased AssetsJuly 7, 2005.

Conduct of Business Prior to the Closing. (a) The Seller covenants and agrees that, between the date of this Agreement and the Closing Date, except as permitted by the prior written consent of the Purchaser: (x) the Business shall be conducted only in, and the Seller shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and (y) the Seller shall use its best efforts to preserve the Business substantially intact, to preserve the value of the Assets in existence on the date hereof, to comply with all material governmental and regulatory requirements applicable to the Business or the Assets and to preserve the present relationships of the Business with customers, suppliers and other persons with which the Business has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, the Seller shall not, between the date of this Agreement and the Closing Date, directly or indirectly, do, or propose or agree to do, any of the following without the prior written consent of the Purchaser: (i) make any tax election with respect to the Assets; (ii) sell (except in the ordinary course of business), assign, pledge, dispose of or encumber any of the Assets; (iii) except in the ordinary course of business, alter, amend, or settle any dispute under any agreement, contract, or right of the Seller relating to the Business or the Assets; (iv) fail to defend or initiate any material matter or proceed with any material matter before any governmental, regulatory or administrative authorities that is necessary to protect the Assets, including, without limitation, any appeal taken from the entry of the Sale Order or any motion or application filed in connection therewith; (v) fail to (A) maintain the Assets in customary repair, order and condition in all material respects, (B) maintain insurance for the Assets reasonably comparable in all material respects to that in effect on the date of this Agreement or (C) in the event of a casualty, loss or damage to any of the Assets prior to the Closing Date for which the Seller is insured, either repair or replace such damaged assets or, at the option of the Purchaser, transfer the proceeds of such insurance to the Purchaser; 53 (vi) fail to comply with all material legal and regulatory requirements and all material contractual obligations applicable to the Assets; (vii) terminate, replace, amend or otherwise modify any of the agreements included in the Assets or waive any of the obligations of the parties (other than the Seller) to such agreements or the Seller's rights under any of such agreements; or (viii) enter into any contract, commitment or lease in relation to the Business or the Assets which, if entered into on the date hereof, would be required to be disclosed on a Schedule to the Agreement. (b) The Seller agrees to consider in good faith any suggestions made by the Purchaser with respect to actions to be taken or not taken in the conduct of the Business between the date hereof and the Closing DateDate which action or inaction is necessary or desirable, it will (except as Purchaser otherwise agrees in its sole discretionthe opinion of the Purchaser, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber preserve the value of the Business or otherwise dispose of any of the Business Assets Assets. If the Purchaser suggests to the Seller that it is necessary or permit any Seller Subsidiary or any other affiliate desirable for the preservation of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business in the ordinary course and consistent with Seller's past practice (taking into account the sale value of the Business Assets contemplated hereby or any of the Assets, in the Purchaser's opinion, that an action not be taken and Seller's the Seller takes such action notwithstanding such suggestion, then, in addition to any other agreements hereunder) except for remedies of the Purchaser, the Purchaser shall not be obligated under Section 1.3 to assume, pay, perform or discharge any obligation or liability arising as a result of such actions of Seller as may be contemplated by action. The Purchaser shall have no liability, under this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits otherwise, for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation action or inaction of the sale and transfer of Seller that had been suggested by the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased AssetsPurchaser.

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between From the date hereof of this Agreement and until the earlier of the Closing Date and the Closing Date, it will date on which this Agreement is validly terminated pursuant to Section 9.1 (except as Purchaser otherwise agrees set forth in its sole discretion, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any Section 5.1 of the Business Assets Seller Disclosure Schedule, as expressly required by this Agreement, the other Transaction Documents or permit any Seller Subsidiary applicable Law or any other affiliate of COVID Action or as the Purchaser shall otherwise consent to in writing (such consent not to be unreasonably withheld, delayed or conditioned)), (A) the Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to do so; (bI) conduct, at Seller's expense, conduct the Storage Products Business in the ordinary course and consistent with Seller's past practice practice; (taking into account II) preserve intact in all material respects the sale business organization of the Business and maintain the Transferred Assets; and (III) preserve the goodwill of the customers, suppliers and others having business relations with the Business; and (B) without limiting the generality of the foregoing, the Seller shall not, and shall cause its Subsidiaries not to, to the extent relating to the Business or the Transferred Assets: i. subject, or permit or allow any of the Transferred Assets contemplated hereby and Seller's (whether tangible or intangible) to be subjected to any Encumbrance, other agreements hereunder) except for such actions than Permitted Encumbrances; ii. change any method of accounting or accounting practice or policy used by the Seller as may be contemplated of the date hereof, other than such changes as are required by this Agreement GAAP or agreed to by Purchaser in a writing signed by PurchaserGovernmental Authority; iii. except as required by applicable Laws or the terms of any Seller Benefit Plans as they exist on the date hereof, (cA) not transfer grant or announce any Employee (as defined increase in the first sentence of Section 6.01(a)) salaries, bonus opportunities or other compensation or benefits payable or to become payable to any of the Business Employees, other division than any base salary, wage rate or position bonus opportunity increases made in the ordinary course of business consistent with past practice; provided that any such increase shall not be greater than (1) 3% in the aggregate with respect to the aggregate base salaries and wages payable to all Business Employees and (2) 6% with respect to the base salaries or wages payable to any individual Business Employee or (B) enter into or adopt any employee benefit plan or employment within or severance agreement, or amend any Seller Benefit Plan, in each case, with respect to any Business Employee, other than changes in welfare benefits of the Seller or any of Seller's its Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined Affiliates in the first sentence ordinary course of Section 6.01(a)); (e) not encourage or otherwise act business consistent with past practice that apply equally to cause any Employee not to accept any offer all similarly situated employees of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan Seller or any new employee benefits for any Employee without Purchaser's prior written approvalof its Subsidiaries or Affiliates, as the case may be; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assets.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, that it shall not operate the Business between the date hereof and the Closing Date, it will (except as Purchaser otherwise agrees in its sole discretion, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of the Business Assets or permit any Seller Subsidiary or any Date other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business than in the ordinary course and consistent with the Seller's past practice (taking into account the sale practices and shall not take any action or fail to take any action which would result in any representation or warranty of the Seller being untrue in any material respect or result in any breach of any covenant. Without limiting the foregoing, without the prior written consent of the Purchaser, the Seller shall not with respect to the Assets or the Business: (a) make any unusual or extraordinary payments to or on behalf of, or increase the compensation or benefits or perquisites of, the Seller or any employee of the Seller employed in the Business Assets contemplated hereby and Seller's other agreements hereunderprior to Closing; (b) except for such actions of Seller as may be capital improvements contemplated by this Agreement the Nemak Project, acquire any property, plant, facility, furniture or agreed to by Purchaser equipment in a writing signed by Purchaserexcess of Fifty Thousand Dollars ($50,000) individually and Fifty Thousand Dollars ($50,000) in the aggregate; (c) not transfer enter into any Employee capital or operating leases (as defined in the first sentence including leases of Section 6.01(areal property)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate incur any debt obligations (including capitalized leases and credit facilities) or encumber any Assets or the employment of any Employee (as defined in the first sentence of Section 6.01(a))Business; (e) not encourage knowingly take or otherwise act fail to cause take any Employee not action which would reasonably be expected to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereofresult in a Material Adverse Effect on the Business or the Assets; (f) not change the base salaries sell, assign, convey, transfer, divest, or bonus programs otherwise dispose of any Employee Assets, inclusive of intellectual property, in full or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalin part; (g) continue to provide Purchaser pay, satisfy, accelerate or discharge any liabilities other than in the ordinary course consistent with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)past practices; (h) use Seller's best efforts effect or agree to secure and preserve good and marketable title in Seller's name in and effect any merger, acquisition or change of control transaction with respect to all of the Business or the Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) waive, transfer or convey any rights of value to the Business; (j) accelerate the collection of any accounts receivable of the Business; (k) delay payment of any accounts payable or accrued expenses of the Business; (l) create any allowances with respect to inventory, including without limitation raw materials, works in process or finished goods, make any change to the Seller's accounting policies or procedures used in the Business; (m) pay any stock dividend in kind out of any assets or property used in the Business; (n) lay off or terminate any license rights held by key employee employed in the Business; (o) increase any Seller Subsidiary salaries of employees of the Business other than pursuant to existing employment agreements; (p) cancel any insurance policy relating to the Business or any other affiliate of Seller the Owned Real Property or Leased Real Property used in the Business; (q) otherwise operate the Business than in the ordinary course consistent with respect past practices; or (r) agree or commit to any of the Purchased Assets; and (j) terminate foregoing, whether in writing or cause to be released or expunged all Encumbrances on any Purchased Assetsotherwise.

Conduct of Business Prior to the Closing. Seller covenants (a) Sellers covenant and agrees agree that, except as set forth in Section 5.01(a) of the Disclosure Schedule or as otherwise specifically contemplated by this Agreement, between the date hereof of this Agreement and the Closing Datetime of the Closing, it will (Sellers shall conduct the Business only in its ordinary course consistent with past practice. Without limiting the generality of the foregoing, except as Purchaser set forth in Section 5.01(a) of the Disclosure Schedule or as otherwise agrees contemplated by this Agreement, Sellers shall use all commercially reasonable efforts to (i) keep available the services of the key employees of the Business, except for key employees who also render services to Seller’s South Charleston Business; (ii) maintain and preserve the Business intact in all material respects and maintain in all material respects the ordinary and customary relationships of the Business with its sole discretionsuppliers, customers and others having business relationships with the Business, and (iii) continue in full force and effect without material modification the insurance policies referred to in Section 3.16 of the Disclosure Schedule. (b) Sellers covenant and agree that, except as set forth in Section 5.01(b) of the Disclosure Schedule or as otherwise specifically contemplated by this Agreement, between the date of this Agreement and the time of Closing, Sellers shall not, without the prior written consent of the Purchaser, which as to clause (d) below will consent shall not be unreasonably be withheld):withheld or delayed, do the following: (ai) not permit or allow any of the material assets or properties (whether tangible or intangible) forming part of the Business (other than certain Receivables pledged to a factor) to be subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances (including those of any factor arising from or in connection with the factoring of any Receivables) that will be released at or prior to the Closing; (ii) sell, transfer, assignlease, conveysublease, license, move, relocate, encumber license or otherwise dispose of any properties or assets of the Business Assets or permit any Seller Subsidiary or any Business, other affiliate than the sale of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business Inventories in the ordinary course and consistent with Seller's past practice (taking into account the sale of the Business Assets contemplated hereby consistent with past practice and Seller's other agreements hereunder) except for such actions the sale or disposition of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaserold and obsolete materials or; (ciii) not transfer deviate in any Employee (as defined material respect from the amount and timing of capital expenditure or commitments for any capital expenditure to be made relating to the Business from that provided in the first sentence 2004 calendar year capital expenditure budget of Section 6.01(a)) the Business provided to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate Purchaser prior to the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 date hereof; (fiv) not change make any material changes in the base salaries or bonus programs customary methods of any Employee or establish a bonus plan or any new employee benefits for any Employee operations of the Business, including without Purchaser's prior written approvallimitation practices and policies relating to manufacturing, purchasing, Inventories, tooling (and reimbursement thereof), marketing, selling, licensing and pricing other than in the ordinary course of the Business substantially consistent with past practice; (gv) continue make any 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 Two Hundred Thousand U.S. Dollars (US $200,000) individually or One Million U.S. Dollars (US $1,000,000) in the aggregate; provided that any such Indebtedness shall constitute Closing Indebtedness for purposes of this Agreement; (vi) grant or announce any increase in the wages, salaries, compensation, bonuses, incentives, severance or termination pay or benefits, pension or other benefits payable to provide Purchaser any Business Employee, other than as required by Law, pursuant to any Contract or Plan, or other increases with reasonable access respect to and non-executive officers, in each case in the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer ordinary course of the Business Assets to Purchaser and Sub and consistent with past practice of the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)Business; (hvii) use Seller's best efforts enter into any material Contract with respect to secure and preserve good and marketable title in Seller's name in and to all of the Business Assetsother than in the ordinary course of business consistent with past practice, free of all or amend or terminate or waive any material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleright under any Contract or lease constituting a Transferred Asset; (iviii) terminate take any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect action listed in Section 3.07; or (ix) commit to do any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assetsforegoing.

Conduct of Business Prior to the Closing. (a) The Seller covenants and agrees that, between the date hereof and the Closing Date, it will (the Seller shall conduct the Business and hold and use the Transferred Assets only in the ordinary course of the Business consistent with prior practice, except as Purchaser otherwise 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 agrees that, prior to the Closing, the Seller: (i) will use all reasonable efforts to preserve its relationships with its customers, suppliers and other persons with which it has significant business relationships in its sole discretion, which as to clause respect of the Business or the Transferred Assets; (dii) below will not unreasonably be withheld):(x) change its accounting methods, principles or practices used in respect of the Business or the Transferred Assets or (y) revalue any of the Transferred Assets; (aiii) will not incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any Liability solely in connection with the Business or the Transferred Assets, other than (x) Excluded Liabilities, (y) Liabilities that are discharged prior to the Closing and (z) trade or business obligations or Liabilities incurred in the ordinary course of the 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, assign, convey, license, move, relocate, encumber lease or otherwise dispose of any of the Transferred Assets, except for sales of inventory in the ordinary course of the Business; (v) will not grant any increase in salary, wages, bonuses, commissions or other compensation payable or to become payable to any of the Manufacturers Representatives, make any change in the manner in which any of the Manufacturers Representatives are compensated, or provide for any additional or supplemental benefits for any of the Manufacturers Representatives that would increase any of the Assumed Liabilities; (vi) 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 Assets or the Transferred Assets; (viii) will not license, sell, transfer pledge, dispose of or permit to lapse any Seller Subsidiary 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 other affiliate of the Transferred Assets except transactions in the ordinary course of the Business consistent with past practice and on terms that are not less favorable to the Seller than would be obtained in an arm's length transaction with an unrelated third party; (xi) will not permit the Inventories to exceed the limits set forth in Section 5.01(a) of the Disclosure Schedule; (xii) will not agree, whether in writing or otherwise, to do soanything described in clauses (ii) through (xi) above; (xiii) will make or cause to be made all necessary filings with respect to the Business or the Transferred Assets with all Governmental Authorities; and (xiv) will notify the Purchaser of the occurrence 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) conduct, at Notwithstanding the covenants of the Seller contained in Section 5.01(a) and notwithstanding the Seller's expense, the Storage Products Business in the ordinary course and consistent with Seller's past practice (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made agreement pursuant to Section 6.01 hereof; 2.01(a) (f) not xi), the Purchaser hereby agrees that the Seller may change the base salaries or bonus programs of any Employee or establish a bonus plan its legal name from "MPD Technologies Inc." to "Ericsson Amplifier Technologies Inc" or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to similar name. The Seller and the opportunity Purchaser shall cooperate fully with each other to meet and interview each Employee for allow the purpose of negotiating offers of employment contingent upon Seller to achieve such a name change while preserving the consummation right of the sale Purchaser to acquire the Seller's current name hereunder. Further, the Seller and transfer the Purchaser shall cooperate fully with each other to amend any export licenses (if necessary) to reflect such circumstances and changes. After the 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 the Business Excluded Assets to Purchaser and Sub and the other transactions contemplated hereby (Excluded Liabilities until such time as the Seller expressly acknowledges that it consents has amended its export licenses to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's reflect its name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assetschange.

Conduct of Business Prior to the Closing. Each Seller covenants and agrees that, between the date hereof and the Closing Date, it will (except as Purchaser otherwise agrees in its sole discretionwriting, which as such agreement not to clause (d) below will not be unreasonably be withheldwithheld or delayed): (a) not sell, transfer, assign, convey, license, move, relocate, encumber relocate or otherwise dispose of any material Purchased Asset (which, for purposes of this Section 5.01(a) only, is agreed to be any Purchased Asset with a value in excess of Twenty-Five Thousand Dollars ($25,000)) (except that Sellers may license Tax Products to end-users in accordance with Sellers' standard license terms for their Tax Products (as described in SCHEDULE 3.10), may sell Other Products to customers, may pay refunds to customers and may dispose of obsolete or damaged Tangible Assets, in each case in the Business Assets or permit any Seller Subsidiary or any other affiliate ordinary course of Seller to do sobusiness); (b) conduct, at Seller's expense, use its reasonable commercial efforts to conduct the Storage Products Business in the ordinary course and consistent with Seller's past practice (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunder) in all material respects except for such actions of Seller Sellers as may be contemplated required by this Agreement or agreed to by Purchaser in a writing signed by PurchaserAgreement; (c) not transfer any Employee (use its reasonable commercial efforts to carry on and preserve its business and its relationships with customers, suppliers, employees and others in substantially the same manner as defined it has prior to the date hereof and, if such Seller becomes aware of a material deterioration in the first sentence relationship with any supplier, officer or key employee (or material number of Section 6.01(aother employees)) to any other division or position of employment within Seller , or any customers that individually or in the aggregate are material to Sellers collectively or the Business taken as a whole, including any statements of intent by any of such persons to terminate or modify their relationship with either Seller's Subsidiaries or any other affiliates , promptly bring such information to the attention of SellerPurchaser in writing and, if requested by Purchaser, exert its reasonable commercial efforts to restore the relationship; (d) not enter into any agreement or arrangement with any third party that is inconsistent with the consummation of the transactions contemplated by this Agreement; (e) not make or approve any dividends or other distributions (other than as normal compensation in the ordinary course of business) to any of its shareholders, other than distributions to shareholders not to exceed Fifteen Million Dollars ($15,000,000) in the aggregate since March 31, 1998; (f) not terminate the employment of any Employee (as defined or terminate its contractual relationship with any independent contractor, except in the first sentence ordinary course of Section 6.01(a))business; (eg) not encourage or otherwise act (i) make any change to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs other compensation of any Employee of the non-officer Employees that are outside of the ordinary course of business, (ii) change any existing bonus program or establish a any new bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalEmployee, or (iii) make any change to the base salaries or other compensation of any corporate officer Employee; (gh) continue not make any loans to (or borrow from) any shareholders of either Seller or to any persons affiliated with or related to any shareholders of either Seller; (i) provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee of the Employees for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Purchased Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)hereby; (hj) reasonably cooperate with Purchaser in all other aspects of Purchaser's pre-Closing due diligence investigation of Sellers and make reasonably available to Purchaser, its attorneys, accountants and other agents for review and inspection, all of its financial records, the Purchased Assets and all books and records (excluding Sellers' customer lists), documents, technology (excluding source code) and facilities relating to the Purchased Assets; (k) use such Seller's best commercially reasonable efforts to secure and preserve to the extent it now exists, good and marketable title in such Seller's name in and to all of the Business Purchased Assets, free of all material EncumbrancesEncumbrances (except such Encumbrances as are disclosed in SCHEDULE 3.08(a)), and to cause the conditions to Closing set forth in Article VIII Section 8.02 to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (jl) terminate not take any actions that, if taken prior to the Effective Date, would make any of Sellers' representations and warranties set forth in Article III untrue as of the Effective Date or cause to be released or expunged all Encumbrances on any Purchased Assetsthe Closing Date.

Conduct of Business Prior to the Closing. Seller covenants The Sellers covenant and agrees that, agree that between the date hereof of this Agreement and the Closing Date, it will (except as Purchaser (i) 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 agrees 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 sole discretioncommercially 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, without the prior consent of Buyer (which as to clause (d) below will consent shall not be unreasonably be withheld):), Sellers shall not, in connection with the Retail Store Insurance Business: (a) not sell, transfer, assignencumber, conveymortgage, licensepledge, move, relocate, encumber charge or otherwise dispose (including, without limitation, in transactions involving any Affiliate of Sellers) of any of the Business Assets or permit any Seller Subsidiary Transferred Assets, or any interest therein, other affiliate than immaterial dispositions not exceeding $50,000 individually or $100,000 in the aggregate, in each case in the ordinary course of Seller to do sobusiness consistent with past practice; (b) conduct, at Seller's expense, the Storage Products Business grant or announce any 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 course and increases consistent with Seller's the past practice (taking into account the sale practices of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by PurchaserSellers; (c) not transfer enter into any Employee (as defined in the first sentence severance, termination, notice or change of Section 6.01(a)) to any other division or position of employment within Seller or control agreement with any of Seller's Subsidiaries or any other affiliates of Sellertheir directors, officers and Employees; (d) not terminate make any other change in employment terms for any of its directors, officers, and Employees outside the employment ordinary course of any Employee (as defined in the first sentence of Section 6.01(a))business; (e) not encourage incur or otherwise act become subject to cause any Employee not to accept any offer liabilities, except liabilities incurred in the ordinary course of employment by Purchaser made pursuant to Section 6.01 hereofbusiness consistent with past practice; (f) not change the base salaries cancel without fair consideration any debts or bonus programs claims owing to or held by them in excess of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval$250,000; (g) continue sell, assign, license, transfer, abandon or permit to provide Purchaser with reasonable access lapse any Permits (including, without limitation, transfers to and any Affiliate of Sellers), which, individually or in the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior aggregate, are material to the Effective Date)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; (h) use Seller's best efforts disclose any confidential information (other than pursuant to secure agreements requiring the disclosure to maintain the confidentiality of and preserve good and marketable title in Seller's name in and to preserving all of their rights in such confidential information) or 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 Intellectual Property primarily or exclusively related to the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleRetail Store Insurance Business; (i) terminate make any license rights held by any Seller Subsidiary or any capital expenditures in excess of $250,000 other affiliate than expenditures made in the ordinary course of Seller business consistent with respect to any of the Purchased Assets; andpast practice; (j) enter into, amend, accelerate, modify, cancel or terminate any Material Contract, or cause take any other action or enter into any other transaction other than in the ordinary course of business; or (k) commit to be released or expunged all Encumbrances on do any Purchased Assetsof the foregoing.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, between except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date hereof of this Agreement to the Closing, the Seller shall, and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date of this Agreement and the Closing DateClosing, it will without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as Purchaser otherwise agrees a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in its sole discretion, which as to clause (d) below will not unreasonably be withheldeach case in a manner consistent with the following): (a) not issue, grant, sell, transfer, assignpledge or create any Encumbrance (that will not be removed prior to or at Closing) over, conveyor amend the terms of, licenseany capital stock, movenotes, relocate, encumber bonds or otherwise dispose other securities of any member of the Business Assets or permit Xxxxxx Group, any Seller Subsidiary Transferred JV Interests or any securities convertible into or exchange for any shares of the capital stock or other affiliate equity interests of Seller any member of the Xxxxxx Group or grant or enter into any options, warrants, rights, agreements or commitments with respect to do sothe issuance of the capital stock or other equity interests of any member of the Xxxxxx Group, or amend any terms of any such securities; (b) conductsell, at Seller's expenselease, the Storage Products Business in the ordinary course and consistent with Seller's past practice (taking into account the sale transfer or otherwise dispose of or permit or allow any of the Business material Transferred Assets contemplated hereby and Seller's (whether tangible or intangible) to be subjected to any Encumbrance, other agreements hereunder) except for such actions of Seller as may than Permitted Encumbrances or Encumbrances that will be contemplated by this Agreement released at or agreed prior to by Purchaser in a writing signed by Purchaserthe Closing; (c) not transfer take any Employee action (as defined in including make any settlement of or compromise any Tax liability, change any Tax election (other than an election under Section 301.7701-3 of the first sentence Regulations) or Tax method of accounting or make any new Tax election (other than an election under Section 6.01(a)301.7701-3 of the Regulations) or adopt any new Tax method of accounting; surrender any right to claim a refund of Taxes or consent to any other division extension or position waiver of employment within Seller the limitation period applicable to any Tax claim or assessment) or omit to take any action, in each case outside the ordinary course of Seller's Subsidiaries business, if such action or omission would have the effect of increasing any other affiliates Tax liability with respect to the Business, any member of Sellerthe Xxxxxx Group or Purchaser for any period after the Closing Date; (d) not terminate the employment change any method of any Employee accounting or accounting practice or policy used by Dow (as defined in it relates to the first sentence of Section 6.01(aBusiness)), other than such changes as are required by GAAP or a Governmental Authority; (e) not encourage grant or otherwise act announce any increase in the salaries, bonuses or other benefits payable to cause any Employee not to accept any offer of employment Transferred Employee, other than as required by Purchaser made Law, pursuant to Section 6.01 hereofthe express terms of any Plans as in effect as of the date of this Agreement or other ordinary increases consistent with the past practices; (f) not change grant any rights to retention, severance or termination pay to, or enter into any material new (or materially amend any existing) employment, retention, severance or other agreement or arrangement with any director, officer, employee, agent or consultant of the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalBusiness; (g) continue to provide Purchaser with reasonable access to and implement any plant closing or mass layoff that could implicate the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)WARN Act; (h) use Seller's best efforts fail to secure and preserve good and marketable title in Seller's name in and exercise any rights of renewal with respect to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleany Leased Real Property that by its terms would otherwise expire; (i) terminate discharge, compromise, satisfy, waive or settle, or offer or propose to discharge, compromise, satisfy, waive or settle, any license rights held by Action (i) resulting in an obligation of any Seller Subsidiary or any other affiliate of Seller with respect to any member of the Purchased AssetsXxxxxx Group, to pay more than $1,000,000 in respect of discharging, compromising, satisfying, waiving or settling such Action; andor (ii) in respect of any claim of any member of the Xxxxxx Group to receive any payment of more than $1,000,000 in respect of settling any such Action; or (iii) that is otherwise material to the conduct of the business of the Xxxxxx Group, taken as a whole; (j) permit any member of the Xxxxxx Group to acquire (by merging or consolidating with, or by purchasing the stock or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business organization or any business or division thereof; (k) permit any member of the Xxxxxx Group to incur, create, assume or otherwise become liable for any Indebtedness, or guarantee any Indebtedness of any Person (other than a member of the Xxxxxx Group), except for any Indebtedness, guarantee or responsibility that will be repaid, cancelled or discharged in full prior to the Closing Time; (l) permit any member of the Xxxxxx Group to enter into, renew, extend, materially amend, cancel or terminate any Material Contract or cause agreement which if entered into prior to the date hereof would be released a Material Contract, other than customer or expunged all Encumbrances on supplier contracts in the ordinary course of business consistent with past practice; (m) permit any Purchased Assetsmember of the Xxxxxx Group to enter into any joint venture, jointly owned partnership or other similar joint ownership agreement; (n) abandon, assign or grant any Encumbrance in any material Owned Intellectual Property, other than in the ordinary course of business; (o) provide any material confidential information regarding the Business to any third party, except in the ordinary course of business consistent with past practice; or (p) agree to take any of the actions specified in Sections 5.01(a) – (o). Notwithstanding anything to the contrary in this Agreement, subject to compliance with applicable Law, Dow shall be permitted to declare and pay any dividends or make distributions or cash transfers (including in connection with any “cash sweep” arrangements) prior to the Closing Date.

Conduct of Business Prior to the Closing. Seller covenants and agrees thatWithout the written consent of Purchaser, between during the period from the date hereof through the Closing (or until the earlier termination of this Agreement) (the “Pre-Closing Period”), except (v) with respect to actions in connection with transferring 3DS Retained Business Assets to the 3DS Retained Business Entity pursuant to the Deed of Assignment attached hereto as Exhibit F (the “Deed of Assignment”) and such other transfer and assignment documents to be mutually agreed upon by the Purchaser and the Closing DateSeller, it (w) with respect to settling the Settled Intercompany Accounts required to be settled on or prior to Closing, (x) the actions contemplated by Section 7.4 and (y) the matters set forth on Schedule 6.1 under the heading “Non-Ordinary Course Actions” (with respect to transferring and assigning Business Assets to the Target Company or applicable Target Subsidiary and transferring and assigning 3DS Retained Business Assets to the 3DS Retained Business Entity and similar actions) and (z) as may be reasonably necessary to comply with applicable Law or sanctioned response of a Governmental Authority as a result of the outbreak of the novel corona virus (and resulting COVID-19 or related sickness), Seller will cause the Target Company and Target Subsidiaries to (i) conduct the Business only in the ordinary course consistent with past practice and (ii) use commercially reasonable best efforts to maintain and preserve intact the Business and to maintain satisfactory relationships with suppliers, customers, distributors, Business Employees and other Persons having material business relationships with the Business. Without limiting the foregoing, except as Purchaser otherwise agrees in its sole discretionset forth on Schedule 6.1, which as to clause (d) below will not unreasonably be withheld):during the Pre-Closing Period, no Target Company or Target Subsidiary shall do any of the following without the prior written consent of Purchaser: (a) not sellpay any non-cash dividend or make any other non-cash payment or distribution of Business Assets in respect of its capital stock or directly or indirectly redeem, transfer, assign, convey, license, move, relocate, encumber purchase or otherwise dispose of acquire any of capital stock of the Business Assets or permit any Seller Subsidiary Target Company or any other affiliate of Seller to do soTarget Subsidiary; (b) conductsell or dispose of any assets used in the Business having an aggregate value exceeding $25,000, at Seller's expense, other than the Storage Products Business sale of inventory in the ordinary course and of business consistent with Seller's past practice (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaserpractice; (c) not transfer acquire any Employee (as defined assets used in the first sentence Business outside of Section 6.01(a)) to any other division or position the ordinary course of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Sellerbusiness having an aggregate value exceeding $25,000; (d) not terminate the employment make any capital expenditures or expenditures in respect of any Employee (as defined in the first sentence of Section 6.01(a))capital additions having an aggregate value exceeding $50,000; (e) with respect to any Continuing Business Employee or individual independent contractor or individual consultant of the Target Company or any Target Subsidiary, (i) grant any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits thereto, other than in the ordinary course of business or as provided for in any Contract or Business Benefit Plan existing prior to the date hereof in excess of $100,000 in the aggregate; (ii) accelerate the vesting or payment of any compensation or benefit thereto; (iii) xxxxx xxxxxxxxx or termination or payment of any bonus thereto; (iv) enter into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) therewith except (A) for standard employment agreements that do not encourage provide benefits beyond those required by applicable Law and (B) in the ordinary course of business consistent with past practice; or otherwise act (v) change benefits payable under existing severance or termination pay policies of the Target Company or applicable Target Subsidiary or employment agreements to cause which any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereofsuch individual is a party; (f) not make any material change in any method of financial accounting or accounting practice with respect to the base salaries Business, except as required by changes in applicable Law or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalGAAP; (g) continue settle or agree to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)settle any Proceeding; (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the extent it may affect the Target Company, the Target Subsidiaries or the Business Assets, free make, revoke or modify any material Tax election, except as required by changes in applicable Law, change any annual accounting period for Taxes, adopt or change any Tax accounting method, except as required by changes in applicable Law, file any amended income or other material Tax Return, enter into any closing or other agreement with a Taxing Authority with respect to Taxes, settle or compromise any Tax claim or assessment, consent to the extension or waiver of all material Encumbrancesthe limitation period applicable to any Tax claim or assessment, and surrender any right to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleclaim a refund of Taxes, or file any Tax Return other than on a basis consistent with past practice; (i) terminate a Material Contract (other than a Contract that expires or terminates by its terms), accelerate any license rights held by any Seller Subsidiary or payment under a Material Contract or make any other affiliate of Seller with respect amendments to any Material Contracts other than amendments in connections with renewals of Material Contracts in the Purchased Assets; andordinary course of business consistent with past practice; (j) enter into any license, option or other Contract relating or pertaining to any material Owned Intellectual Property, other than end user license agreements entered into in the ordinary course of business consistent with past practice; (k) other than in the ordinary course of business consistent with past practice, enter into any Contract that would constitute a Material Contract, except renewals of Material Contracts on substantially similar or better terms and conditions; (l) apply for or accept (i) any Government Grant from the IIA or any other Governmental Authority, which Government Grant is extended to support Cimatron Israel’s research and development operations, or (ii) any material Government Grants from any other Governmental Authority; (m) waive any claims or rights of the Business with a value in excess of $25,000; (n) terminate the employment of any Business Employee who would have been a Continuing Business Employee but for such termination other than for cause; provided, however, that no Key Business Employee may be terminated for cause unless emergent business conditions, in the good faith determination of Seller, require immediate termination of such Key Business Employee; provided, further, that Seller will provide prompt written notice to Purchaser of the terms and conditions of the termination for cause of any Business Employee who would have been a Continuing Business Employee but for such termination; (o) (i) incur any Indebtedness for borrowed money in connection with the Business in an aggregate amount exceeding $50,000, except for unsecured obligations and liabilities or cause (ii) impose any Lien upon any of the Business Assets, in each case, other than in the ordinary course of business and consistent with past practice; or (p) agree or commit to be released or expunged all Encumbrances on do any Purchased Assetsof the foregoing.

Conduct of Business Prior to the Closing. Seller covenants and agrees thatSubject to any obligations as a debtor in possession under the Bankruptcy Code, between the date hereof and prior to the Closing Date, each Seller shall use its commercially reasonable efforts to preserve intact and operate in the ordinary course the Business consistent with past practice, including meeting its post-Petition Date obligations as they become due, in each instance taking into account the filing of the Petitions, the directives of the Bankruptcy Court and the additional covenants and agreements set forth herein; provided that the foregoing shall not prevent Sellers from rejecting Contracts that are not Assumed Contracts being assumed by Purchaser hereunder. Except as otherwise contemplated under this Agreement or set forth in SCHEDULE 5.01, from the date hereof until the Closing Date, without the prior written consent of Purchaser each Seller shall not, solely as it will (except as Purchaser otherwise agrees in its sole discretion, which as relates to clause (d) below will not unreasonably be withheld):the Business: (a) not amend its certificate of incorporation or by-laws (or other comparable organizational documents); (b) merge or consolidate with any other Person; (c) sell, transferlease, assignexchange, convey, license, move, relocate, encumber or otherwise dispose of any of the Business Acquired Assets or permit any Seller Subsidiary or any (other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business than transactions occurring in the ordinary course and of business consistent with Seller's past practice (taking into account practice) and subject to SECTION 5.01(n) with respect to Residency Agreements and Commercial Leases, for which the sale aggregate consideration paid or payable in any individual transaction is in excess of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement $25,000 or agreed to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in the first sentence aggregate in excess of Section 6.01(a)) to $100,000, or sell any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of SellerEquity Home owned by Sellers; (d) not terminate incur any financial indebtedness for borrowed money from third party lending sources (other than current trade accounts payable incurred in respect of property or services purchased in the employment ordinary course of business consistent with past practices) or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Employee Person, or make any loans or advances (as defined other than, in each case, in the first sentence ordinary course of Section 6.01(a)business consistent with past practice or which will otherwise be repaid prior to the Closing or which constitutes an Excluded Liability); (e) not encourage except in the ordinary course of business and consistent with past practice, enter into or otherwise act to cause amend (in any Employee not to accept any offer of employment by Purchaser made material respect) or, other than pursuant to Section 6.01 hereofits current terms, terminate, renew or extend any Material Contract relating to an Acquired Asset; (f) not change in the base salaries case of a Company Subsidiary or bonus programs of with respect to any Employee or establish a bonus plan or Facility, enter into any new employee benefits for line of business or introduce any Employee without Purchaser's prior written approvalnew product or service that is unrelated to the Business; (g) continue enter into, amend, terminate (other than pursuant to provide Purchaser its current terms), renew or extend any contract, agreement, lease, license, commitment, instrument, arrangement, relationship or understanding with reasonable access to and any Affiliate of a Seller including any stockholder, member, director, trustee or officer of a Seller (or any of their respective family members or Affiliates), except for transactions in the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer ordinary course of the Business Assets to Purchaser and Sub consistent with past practice between Company Subsidiaries or between a Company Subsidiary and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)Company; (h) use Seller's best efforts subject to secure SECTION 5.01(p), settle or compromise any Action or Proceeding or threatened Action or Proceeding relating to the Business, except in each case for (1) claims under policies and preserve good and marketable title certificates of insurance within applicable policy limits, (2) claims not in Seller's name in and to all excess of $50,000 so long as any such claims will not adversely affect any of the Business AssetsAcquired Assets and (3) any action, free of all material Encumbrances, and claim or proceeding referred to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleSECTIONS 1.02(l) OR 5.14; (i) subject to SECTION 5.01(p), pay, discharge or satisfy any liabilities or obligations relating to the Business, other than payment, discharge or satisfaction, in the ordinary course of business consistent with past practice; (j) enter into any agreement relating to the ownership and operation of the Acquired Assets, unless such agreement shall be fully cancelable or terminable without penalty on seventy-five (75) days' notice; (k) allow any Acquired Asset to become subject to any Encumbrance other than a Permitted Encumbrance; (l) in the case of a Company Subsidiary, directly or indirectly acquire assets of any Person other than in the ordinary course of business or offer to sell, or solicit any offers to purchase or negotiate for the sale or disposal of any Acquired Asset with any Person other than Purchaser other than immaterial personal property; (m) create or allow any severance obligation for Purchaser or any Seller with respect to any employee who may become a Transferred Employee, except for obligations that are Excluded Liabilities; (n) enter into or amend, modify, extend or terminate any license rights held by any Seller Subsidiary Property Agreement or any other affiliate Assumed Contract, except in the ordinary course of Seller the Business, on market terms, consistent with past practice, provided that, in no event shall Sellers (i) increase the entrance fee under any Residency Agreement in exchange for a decrease in monthly charges payable by the occupant thereunder, (ii) amend any Residency Agreement to reduce the amount payable by the occupant thereunder, (iii) grant any occupant under a Residency Agreement a free rent concession in excess of one (1) month or (iv) enter into any Commercial Lease; (o) enter into any agreement, or amend, modify, extend or terminate any existing agreement, relating to the construction, demolition, or alteration of any of the Real Property Assets, other than capital repairs required by Law or any Governmental Authority not in excess of $100,000 with respect to each Real Property Asset; (p) except with Purchaser's consent, which shall not be unreasonably withheld, settle any claim for overcharges under any Residency Agreement which may in any manner limit Purchaser's rights (including limiting or reducing the Rent it may charge) following the Closing; or (q) announce or enter into any legally binding commitment with respect to any of the Purchased Assets; and (j) terminate or cause foregoing. In addition, each Seller shall, insofar as pertinent to be released or expunged all Encumbrances on any Purchased Assets.the Business:

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between From the date hereof until the Closing, except as otherwise provided in this Agreement, as required by applicable Law or consented to in writing by Parent which consent shall not be unreasonably withheld, delayed or conditioned (provided, however, that Parent shall be deemed to have consented if Parent does not object in writing within three Business Days after a written request for such consent is delivered to Parent by the Company), the Company shall, (x) use its commercially reasonable efforts to conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, network affiliates, advertiser, customers, lenders, content providers and other suppliers, regulators and others having business relationships with the Company, it being understood and agreed that the Company and the Acquired Companies will be operating in a challenging environment, and the failure to successfully operate in the ordinary course of business or preserve intact such relationships, despite the Company’s commercially reasonable efforts to do so, shall not be deemed a breach of this covenant. Without limiting the foregoing, from the date hereof until the Closing Date, it will (except required by Law, the Company shall, except as Purchaser otherwise agrees in its sole discretion, which as to clause (d) below will not unreasonably be withheld):set forth on Section 5.01 of the Disclosure Schedules: (a) use its commercially reasonable efforts to perform all of its obligations under all Material Contracts relating to or affecting its properties, assets or business, in the ordinary course of business consistent with past practice; (b) pay its debts, Taxes and other obligations when due (taking into account extensions and except to the extent being negotiated or contested in good faith); (c) continue in full force and effect without material modification all material Insurance Policies or similar policies, to the extent commercially available on substantially the same terms (including costs) as currently in effect, except as required by applicable Law; (d) defend and protect its properties and assets from infringement or usurpation; (e) preserve and maintain all of its material Permits; (f) maintain its books and records in accordance with past practice; (g) comply in all material respects with all applicable Laws, except to the extent failure to comply would not sellmaterially impact the Company; (h) not amend its organizational documents other than in connection with the Company Roll-up; (i) not split, transfercombine or reclassification of any units of its membership interests; (j) not issue, assign, convey, license, move, relocate, encumber sell or otherwise dispose of any of the Business Assets its membership interests, or permit grant any Seller Subsidiary options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests (other affiliate of Seller than pursuant to do soa Benefit Plan); (bk) conductnot declare or pay any dividends or distributions on or in respect of any of its membership interests or redeem or purchase of its membership interests; (l) not materially change any of its methods of accounting or accounting practices, at Seller's expenseexcept as required by Law, GAAP or as disclosed in the Storage Products Business notes to the Financial Statements; (m) not incur, assume or guarantee any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course and of business consistent with Seller's past practice or that will be repaid prior to, or in connection with, the Closing; (taking into account n) not transfer, assign, sell or otherwise dispose of assets other than cash outside the sale ordinary course of business or cancellation of any long term debts or entitlements outside the ordinary course of business; (o) not transfer or assign or grant any exclusive license or sublicense of any material rights under or with respect to its Intellectual Property or to any Company Intellectual Property outside of the Business Assets ordinary course of business; (p) not impose any Encumbrance (other than Permitted Encumbrances) upon any of its properties, capital stock or assets, tangible or intangible, outside the ordinary course of business; (q) not (i) grant any material bonuses, whether monetary or otherwise, or material increase in any wages, salary and pension benefits in respect of its current or former officers or directors, other than as provided for in any Benefit Plan or required by applicable Law, (ii) grant any material severance or other compensation benefit other than those paid prior to the Closing or, if payable after Closing, that would be treated as a Current Liability of the Company, or (iii) act to accelerate the vesting or payment of any material compensation or benefit for any current or former officer or director; (r) not adopt, modify or terminate any: (i) employment, severance, retention or other agreement with any current or former officer or director to increase the payments by the Company or any Acquired Company thereunder after the Closing (unless treated as a Current Liability of the Company), (ii) material Benefit Plan to increase the payments by the Company or any Acquired Company thereunder after the Closing (unless treated as a Current Liability of the Company) or (iii) collective bargaining or other agreement with a Union; (s) not make any loan to (or forgive any material loan to), or enter into any other transaction with, any of its members or current or former managers and officers other than contemplated hereby and Seller's other agreements hereunderby this Agreement; (t) not adopt of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law, except for such actions of Seller as may be contemplated by this Agreement or agreed to required by Purchaser in a writing signed by Purchaserapplicable Law; (cu) not transfer any Employee acquire by merger or consolidation with, or by purchase of a substantial portion of the assets (as defined in outside the first sentence ordinary course of Section 6.01(abusiness)) to , membership interests or stock of, or by any other division or position of employment within Seller manner, any business or any of Seller's Subsidiaries Person or any division thereof other affiliates of Sellerthan as contemplated by this Agreement; (dv) not terminate endeavor to timely collect receivables consistent with the employment timing and manner of any Employee (as defined in the first sentence Company’s past collection practice and ordinary course of Section 6.01(a))business; (ew) not encourage or otherwise act to cause any Employee not to accept any offer timely pay the Company’s accounts payable and payroll consistent with the timing and manner of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs Company’s past payment practice and ordinary course of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assetsbusiness; and (jx) terminate not enter into any Contract to do any of the foregoing things it is restricted, or cause to be released any action or expunged all Encumbrances on any Purchased Assetsomission that would result in violation of the foregoing.

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between From the date hereof and until the Closing DateClosing, it will (except as Purchaser consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall use commercially reasonable efforts to maintain and preserve intact the Purchased Assets (and all goodwill relating thereto) and all respective relationships with customers, vendors, creditors, employees, landlords, agents, and any other Person having business relationships with them in the Ordinary Course. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Closing, except as otherwise agrees contemplated by this Agreement or as Buyer shall otherwise consent in its sole discretionadvance in writing (which consent shall not be unreasonably withheld or delayed), which as to clause (d) below will not unreasonably be withheld):Seller shall do the following: (a) not sellpay all undisputed post-petition bills and invoices for post-petition goods or services promptly when due (including, transferwithout limitation, assign, convey, license, move, relocate, encumber or otherwise dispose of any of post-petition lease payments with respect to any Real Property Leases that are Assigned Contracts) through the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do soClosing Date; (b) conductuse its commercially reasonable efforts to keep and maintain possession of and compliance with the terms of all Permits necessary or required by Law to own, at Seller's expense, lease and operate its respective properties (including the Storage Products Purchased Assets) and to carry on the Business in or that are material to the ordinary course and consistent with Seller's past practice (taking into account the sale operation of the Business Assets contemplated hereby or the Purchased Assets, including by taking all actions and Seller's other agreements hereunder) except for submitting all payments, applications, and filings necessary to renew any such actions of Seller as may be contemplated by this Agreement or agreed Permit due to by Purchaser in a writing signed by Purchaserexpire at any time before the Closing Date; (c) not transfer any Employee (as defined in protect, defend and maintain the first sentence validity and enforceability of Section 6.01(a)) all Intellectual Property Assets and all Intellectual Property licensed to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller;it, including by taking all actions and timely submitting all payments and filings due before the Closing Date; and (d) not terminate maintain insurance coverage with financially responsible insurance companies substantially similar in all material respects to the employment of any Employee (insurance coverage maintained by the Business and Seller as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assetsdate hereof.

Conduct of Business Prior to the Closing. Seller covenants and agrees thatExcept as set forth on Schedule 5.1 of the Disclosure Schedules, between the date hereof of this Agreement and the Closing Date, it will unless Buyer shall otherwise agree in writing, Talisker shall cause the 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 (except as Purchaser otherwise agrees other than terminations in its sole discretionthe ordinary course of business) and preserve the current relationships of the Business with customers, suppliers and other persons with which as the Business has significant business relations; provided, however, for the avoidance of doubt, Talisker shall not be required to clause (d) below will 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. By way of amplification and not unreasonably be withheld):limitation, between the date of this Agreement and the Closing Date, Talisker shall not 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 Buyer: (a) not issue, sell, transferpledge, assign, convey, license, move, relocate, encumber dispose of or otherwise dispose of subject to any of the Encumbrance any Business Assets (other than the Reserved Landlord Estate), other than sales or permit any Seller Subsidiary or any other affiliate transfers of Seller to do soInventory in the ordinary course of business consistent with past practice; (b) conductamend, at Seller's expensewaive, modify or consent to the Storage Products termination of any Assumed Talisker Contract, or amend, waive, modify or consent to the termination of Talisker’s rights thereunder, or enter into any Contract in connection with the Business or the Business Assets other than in the ordinary course and of business consistent with Seller's past practice (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaserpractice; (c) not transfer authorize, or make any Employee commitment with respect to, any single capital expenditure (as defined excluding capital expenditures related to the Canyons Golf Course or capital expenditures made in the first sentence ordinary course of Section 6.01(abusiness 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 any other division life, health or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Sellersafety; (d) not terminate enter into any lease of real or personal property in connection with the employment Business involving a term of more than one (1) year or rental obligation exceeding One Hundred Thousand Dollars ($100,000) per year in any Employee (as defined in the first sentence of Section 6.01(a))single case; (e) not encourage except in accordance with Schedule 5.1(e) of the Disclosure Schedules, increase the compensation payable or otherwise act to cause 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 not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereofPlan; (f) not make any change in any method of accounting or accounting practice or policy affecting the base salaries or bonus programs financial statements of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalthe Business, except as required by GAAP; (g) continue make, revoke or modify any Tax election, settle or compromise any Tax liability or file any Tax Return relating to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)than on a basis consistent with past practice; (h) use Seller's best efforts pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) relating to secure and preserve good and marketable title in Seller's name in and to all of the Business or the Business Assets, free other than the payment, discharge or satisfaction, in the ordinary course of all material Encumbrancesbusiness consistent with past practice, and to cause of liabilities reflected or reserved against in the conditions to Closing set forth Financial Statements or subsequently incurred in Article VIII to be fulfilled as promptly as possiblethe ordinary course of business consistent with past practice; (i) terminate cancel, compromise, waive or release any license rights held by any Seller Subsidiary right or any claim relating to the Business or the Business Assets, other affiliate than in the ordinary course of Seller business consistent with respect to any of the Purchased Assets; andpast practice; (j) terminate 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 released untrue or expunged all Encumbrances on result in a breach of any Purchased Assetscovenant made by Talisker in this Agreement, to the extent that such action or omission has or would reasonably be expected to have a Material Adverse Effect; or (p) 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) Seller covenants and agrees that, between during the period from the date hereof and until the Closing Date, it will (except as contemplated by this Agreement, in the ordinary course of business consistent with past practice, contemplated by the Budget delivered by Seller to Purchaser, as set forth in Schedule 1.1(a)(iii) attached hereto, as required by Law or as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court as of the date hereof, or unless Purchaser shall otherwise agrees consent in its sole discretionwriting, which as such consent not to clause (d) below will not be unreasonably be withheld):withheld or delayed: (ai) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any the business of the Business Assets or permit any Seller Subsidiary or any other affiliate Tower Group shall be conducted in the ordinary course of Seller business consistent with past practice including, without limitation, with respect to do soits payment of accounts payables and collection of accounts receivable; (bii) conductthe Tower Group shall use its reasonable best efforts to preserve its present relationships with customers and employees, at Seller's expenseliaisons, licensees, distributors, wholesalers, franchisees, material suppliers and other Persons with which it has significant business relations or are otherwise material to the business of the Tower Group; (iii) the Tower Group shall comply in all material respects with applicable Laws; (iv) the Tower Group shall use commercially reasonable efforts to preserve and maintain, in all material respects and consistent with past practice, the Storage Products material Acquired Assets and the material assets and businesses of the Foreign Entities in the condition in which they existed on the date hereof, ordinary wear and tear excepted, other than assets no longer used or useful in the Tower Group’s business; (v) the Tower Group shall maintain its Business Records in the ordinary course of business and in accordance with GAAP or, in the case of a Foreign Entity, in accordance with generally accepted accounting principles of the jurisdiction of organization of such Foreign Entity and in a manner sufficient to permit reconciliation to GAAP within thirty (30) calendar days from the last day of each calendar month and to deliver to Purchaser consolidated with respect to the Company Subsidiaries statements of income for the calendar month then ended, and the related balance sheets of the Tower Group as of the end of such calendar month, in each case prepared in accordance with GAAP (other than the absence of footnote disclosures and subject to year end audit adjustments and other than financial statements of Foreign Entities not regularly prepared in accordance with GAAP, which financial statements shall be prepared in accordance with the generally accepted accounting principles of the jurisdiction of organization of such Foreign Entity) and accompanied by a certificate of the Chief Financial Officer of the Company on behalf of the Company and not in his personal capacity stating that such financial statements fairly present in all material respects the consolidated financial condition and results of operations of the Tower Group as of such date and that the other information accompanied thereto is true, accurate and correct in all material respects (the “Monthly Representation Report”); (vi) the 2006 Audited Statements shall be completed and delivered to Purchaser in final form by July 5, 2007; (vii) concurrently with the delivery thereof to the applicable lessor, trustee, holder or lender under the DIP Loan Credit Agreement, the Second Lien Loan Agreement and the Industrial Revenue Bond loan agreement, Seller shall deliver to Purchaser copies of all statements, reports, certificates, financial statements and other information required to be delivered pursuant thereto; (viii) such daily, weekly and monthly financial reports as Seller has been providing to Purchaser or its Affiliates, prepared in good faith and in a manner and methodology consistent with current practice in all material respects (including notice to Purchaser in writing substantially every day of the amount of the DIP Loan net of Seller’s domestic entities’ unrestricted cash); (ix) collect all accounts receivables and pay all accounts payables in the ordinary course and consistent with Seller's past practice practices; (taking into account x) take all commercially reasonable actions requested by Purchaser to receive or obtain the sale consent of each party to any Assumed Contract to the assignment of any Assumed Contract to Purchaser (including, without limitation, those agreements set forth on Schedule 5.1(a)(x)) or to obtain the waiver of any change in control provision to the extent contained in any contract to which a Foreign Entity is a party, to the extent upon consummation of the Business Assets transactions contemplated hereby and Seller's other agreements hereunder) except than such Assumed Contracts pursuant to which such party’s consent will be unnecessary if the Orders of the Bankruptcy Court contemplated hereby are entered by the Bankruptcy Code. Nothing in this Agreement shall obligate any Seller to incur any expense, cost or other Liability for such actions consent; and (xi) to the maximum extent permitted by applicable Law, furnish Purchaser such information concerning employees of Seller the Tower Group as Purchaser may be reasonably request from time to time. (b) Between the date of this Agreement and the Closing Date, except as otherwise contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (Agreement, and except as defined otherwise provided herein, in the first sentence ordinary course of Section 6.01(a)business, contemplated by the Budget, as set forth in Schedule 5.1(b) to any other division attached hereto, as required by Law, or position of employment within Seller as otherwise required, authorized or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made restricted pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation an Order of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser Bankruptcy Court entered prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all date hereof, no member of the Business AssetsTower Group shall without the prior written consent of Purchaser, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to which consent shall not be fulfilled as promptly as possible;unreasonably withheld or delayed: (i) terminate amend or otherwise change its certificate of incorporation or by-laws or other comparable organizational instruments; (ii) amend, terminate, modify or renew any license Assumed Contract or contracts of the Foreign Entities, other than in the ordinary course of business or as otherwise required by Law; (iii) enter into any material transaction or agreement (including joint venture, partnership or other similar agreements or Collective Bargaining Agreements), other than those material transactions or agreements entered into in the ordinary course of business or as otherwise required by Law; (iv) sell, convey, transfer, assign or encumber, other than for Permitted Encumbrances or assuming entry of the Sale Order by the Bankruptcy Court as will not effect receipt by Purchaser of the Acquired Assets and Assumed Contracts free and clear of all Claims, Interests or Encumbrances (other than Permitted Encumbrances), any of the Acquired Assets except for nonmaterial assets sold, abandoned or transferred in the ordinary course of business; (v) repatriate any funds from any of the Foreign Entities or lend or invest any additional amount in any Foreign Entity or utilize any funds of any Foreign Entity to repay amounts due to the DIP Lenders; provided, however, that to the fullest extent permitted by applicable Law and such as not to constitute a default under an agreement to which it is a party, Seller shall use its reasonable best efforts, (A) prior to Closing, to repatriate all funds in Algoods, Inc., subject to the resolution of tax liens, and Tower Automotive s.r.o., and (B) be permitted to take the actions identified on Schedule 5.1(b), and with respect clauses (A) and (B) of this subsection (v), Seller shall be permitted to utilize any funds repatriated thereof to repay amounts due to the DIP Lenders; (vi) take any affirmative steps to close any facility; (vii) except as will not be in place or in force immediately following the Closing or that will not require Purchaser to expend any amount, issue, deliver, sell, pledge, dispose of or encumber any shares of capital stock of any class of any Foreign Entity, or any options, warrants, convertible securities or other rights held by of any Seller Subsidiary kind to acquire any shares of capital stock of any Foreign Entity, or any other affiliate ownership interest, of Seller with respect any Foreign Entity; (viii) except (A) to the extent required under any Employee Plan, (B) in the ordinary course of business, (C) as required by applicable Law, or (D) as required pursuant to any Collective Bargaining Agreement or other existing agreement, increase the compensation or fringe benefits of any of its directors, officers or employees, or establish, adopt, enter into or amend or terminate any Employee Plan; (ix) except as will not be in place or in force immediately following the Closing, lease, license, mortgage, hypothecate, pledge, sell, sublease, grant any material easement affecting and/or transfer any interest in any Owned Real Property or any improvements thereon or on any Leased Real Property, or materially amend, extend or terminate any leasehold interest in any Leased Real Property; (x) other than pursuant to existing agreements, irrespective of whether or not in the ordinary course of business, (A) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances, except for refinancings of existing indebtedness for borrowed money except as permitted in clause (C) below; or (B) amend, modify or supplement the terms and conditions of the Purchased Assets; andDIP Loan Credit Agreement, the Second Lien Loan, the Industrial Revenue Bonds or any Foreign Financial Indebtedness or (C) permit any Foreign Entity to incur any Foreign Financial Indebtedness other than working capital borrowing under facilities in effect on the date hereof or refinancings of existing credit facilities that expire prior to the Closing as expressly set forth on Schedule 5.1(b), but only on then existing market terms and with a principal and facility size not in excess of the principal and facility size of such expiring facilities and provided further that not less than five (5) Business Days prior to entering into any such replacement facility (or as much time as is reasonably practicable under the circumstances if five (5) business days notice is not reasonably practicable) Purchaser is provided with a complete copy of the commitment letter or term sheet and any material agreement related thereto; (jxi) terminate authorize or cause incur any capital expenditure which, over the lifetime of the particular project, is reasonably projected to be released cost in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), other than as expressly set forth in the Budget; provided, however that the foregoing restriction shall not apply to the extent (and only to the extent) that Seller reasonably determines that it is required to incur any emergency capital expenditures in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) to avoid the shutdown of a facility or expunged all Encumbrances disruption of customer production; (xii) open, provide or otherwise arrange for any letter of credit in addition to the ones set forth on Schedule 3.2(b), other than to replace letters of credit that are expiring by their terms with new letters of credit that have substantially the same terms and conditions and that collateralize the same obligation of the expiring letter of credit; (xiii) settle or dismiss any Purchased Assets.material action threatened against, relating to or involving the Tower Group in connection with any business, asset or property of the Tower Group (including, without limitation, any action relating to any Metalsa S. de X.

Conduct of Business Prior to the Closing. (a) Seller covenants and agrees that, between the date hereof and the Closing Date, it will (except as Purchaser otherwise agrees in shall cause the Company to conduct its sole discretion, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business in the ordinary course and consistent with Seller's past its prior practice (taking into account the sale except as described in Section 5.01(a) of the Business Assets contemplated hereby Disclosure Schedule or except as otherwise specifically provided in this Agreement. (b) Except as otherwise specifically provided in this Agreement, the Seller covenants and Selleragrees that, prior to the Closing and without making any commitment on Purchaser's behalf, it will cause the Company (i) to use all commercially reasonable efforts to preserve substantially intact its business organization, goodwill, Permits and insurance licenses, (ii) to keep available to the Purchaser the services of Current Employees, (iii) to comply in all material respects with all laws, statutes, ordinances, rules and regulations applicable to the Company, (iv) to take all commercially reasonable steps to preserve the current relationships of the Company with its brokers, reinsurance intermediaries, ceding companies, reinsurers, agents, managing general agents, suppliers and other agreements hereunderpersons with which the Company has significant business relationships, and (v) except for such actions of Seller as may be contemplated to perform its obligations under all Reinsurance Agreements, Contracts and commitments to which it is a party or by this Agreement or agreed to by Purchaser in a writing signed by Purchaser;which it is bound or subject. (c) not transfer any Employee (as defined The Seller covenants and agrees that prior to the Closing Date, it will cause the Company to maintain its books and records in the first sentence usual, regular and ordinary manner consistent with past practices; to use commercially reasonable efforts to continue in full force and effect the policies of insurance listed in Section 6.01(a3.19 of the Disclosure Schedule or comparable substitute policies and will promptly notify Purchaser of any cancellation or non-renewal of such insurance; and to use commercially reasonable efforts to maintain all of its assets and Properties in good repair, working order and operating condition (subject only to ordinary wear and tear). (d) The Seller covenants and agrees that it will not allow the Company to amend, commute, terminate or waive any of its rights under any Reinsurance Agreement pursuant to which the Company has ceded or transferred any portion of its obligations or liabilities, except as otherwise contemplated by Section 5.13. (e) The Seller covenants and agrees to cause the Company to commence preparation of and, consistent with past practice and on a timely basis, if required prior to the Closing Date, file with or submit to the Massachusetts Insurance Division and any other insurance department or other regulatory authority with which the Company is required to make such filings or submissions, and, if filed prior to the Closing Date, deliver to the Purchaser true and complete copies of, the quarterly statutory statement for each quarter of 1999 ended prior to the Closing Date, together with all related notes, exhibits and schedules thereto. All such quarterly statements filed with or submitted to the Massachusetts Insurance Division and any other insurance department, or regulatory authority (i) shall be prepared from the books of account and other financial records of the Company, (ii) shall be filed with or submitted to the Massachusetts Insurance Division, and such other insurance departments and regulatory authorities, on forms prescribed or permitted thereby, (iii) shall be prepared in accordance with SAP applied on a basis consistent with the past practices of the Company (except as set forth in the notes, exhibits or schedules thereto), and shall comply on their respective dates of filing or submission with the Massachusetts Insurance Code and the laws of such other jurisdictions, (iv) shall present fairly the statutory assets, liabilities, capital and surplus, results of operations and cash flows of the Company as of the dates thereof or for the periods covered thereby (subject to normal estimation of accruals and reserves and normal year-end audit adjustments), and (v) shall not use any accounting practices that are permitted than prescribed by the Massachusetts Insurance Division. (f) The Seller covenants and agrees that, prior to the Closing, it will not permit the Company to amend its Charter or By-laws or merge or consolidate or sell all or substantially all of its assets (other than ordinary course trading of its investment portfolio consistent with its investment guidelines and past practice), or obligate itself to do so, with or into or to any other division entity, without the prior written consent of the Purchaser. (g) Except as otherwise specifically permitted by this Agreement, the Seller covenants and agrees that, without the prior written consent of the Purchaser, it will not permit the Company or position any Subsidiary thereof prior to the divestiture thereof pursuant to Section 5.14(a) hereof), prior to the Closing, to: (i) change in any material respect its accounting methods, principles or practices except as required by SAP or GAAP or change in any material respect its underwriting, reinsurance, marketing, establishment of employment within reserves, investment or claims adjustment policies or practices; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect of the Shares or any other securities or redeem, repurchase or otherwise acquire any equity securities; (iii) make any payment pursuant to the Tax Sharing Agreement, other than a payment consistent with past practice that is related to the Tax liability of the Company and (i) with respect to payments for periods (or portions thereof) beginning after the Reference Date which has been consented to by Purchaser, which consent may not be unreasonably delayed or withheld and (ii) with respect to payments for the periods (or portions thereof) that end on or before the Reference Date, that are reflected in the Tax Reserve; (iv) revalue any of its assets, including, without limitation, writing off notes or accounts receivable, other than in the ordinary course of business consistent with past practice; (v) establish or increase any bonus, insurance, severance, termination, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plans, or otherwise increase the compensation payable or to become payable to any of the Employees or any directors, officers or employees of the Company, except salary increases as may be required by law, and salary increases to non-officers, in the ordinary course of business consistent with past practice and not in excess of five percent (5%) per annum in the aggregate; (vi) enter into any employment, bonus, incentive or defined compensation, severance or termination agreement with any of the Employees or any directors, officers, other employees or consultants or establish, adopt or enter into any collective bargaining agreement or adopt or amend any Plan; (vii) create, incur, assume, maintain or permit to exist any Encumbrances on any Property of the Company other than Permitted Encumbrances; (viii) create, incur or assume any indebtedness for borrowed money, including obligations in respect of capital leases, or guarantee any indebtedness for borrowed money or any other obligation of any other Person; (ix) subject to Section 5.14(b), pay or discharge any material claim, liability or Encumbrance (whether absolute, accrued, contingent or otherwise), or waive any right, other than in the ordinary course of business consistent with past practice or pursuant to binding contractual obligations of the Company in existence on the date hereof; (x) hire any new employees, agents or consultants, except for those earning less than $30,000 per annum who are hired in the ordinary course of business consistent with past practice to replace departed employees; (xi) authorize or make any capital expenditure in excess of an aggregate of $30,000; (xii) issue or agree to issue any shares of its capital stock or securities exchangeable for or convertible into such capital stock; (xiii) become a party to any agreement (other than Reinsurance Agreements in the ordinary course of business consistent with past practice) which, if it existed on the date hereof, would be required to be listed in the Disclosure Schedule, or, other than in the ordinary course of business and consistent with past practice, amend or terminate any existing Reinsurance Agreement or, other than in the ordinary course of business and consistent with past practice, amend or terminate any other Contract; (xiv) subject to Section 5.14(a), dispose of or acquire any assets other than in the ordinary course of business for fair value and consistent with past practice; (xv) make any investments in noninvestment grade securities; (xvi) abandon, modify, waive, terminate or otherwise change any of the insurance licenses described in Section 3.02 of the Disclosure Schedule or Permits of the Company, except as may be required by law or by any applicable insurance or other regulatory authority; (xvii) enter into any commutation of any ceded Reinsurance Agreement; (xviii) make any loan, advance or capital contribution to or investment by the Company in any Person, except in the ordinary course of business and consistent with past practice; (xix) enter into any transaction or commitment made, or any contract or agreement between the Company on the one hand, and the Seller or any of Seller's Subsidiaries or any its Affiliates on the other affiliates of Sellerhand; (dxx) not terminate consider or adopt a plan of complete or partial liquidation, dissolution, rehabilitation, restructuring, recapitalization, re-domestication or other reorganization; (xxi) enter into any joint venture, partnership, managing general agency or similar arrangement with any Person; (xxii) settle or compromise any material claims against the employment Company (other than the payment of any Employee (as defined claims on insurance policies or under Reinsurance Agreements, in each case in the first sentence ordinary course of Section 6.01(a)business consistent with past practice); (exxiii) not encourage take any action or otherwise act to cause any Employee not to accept any offer course of employment by Purchaser made pursuant to Section 6.01 hereofaction inconsistent with its compliance with the covenants and agreements contained in this Agreement; (fxxiv) not change the base salaries take or bonus programs of agree to commit to take any Employee action that would make any representation or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation warranty of the sale and transfer of Seller contained herein inaccurate in any material respect at the Business Assets Closing or omit to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents take any action necessary to prevent any such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title representation or warranty from being inaccurate in Seller's name in and to all of the Business Assets, free of all any material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assetsat such time; and (jxxv) terminate transfer to or cause from the Seller or any Subsidiary of the Company any Property or asset relating to be released or expunged all Encumbrances on any Purchased Assetsthe Business, SUBJECT, HOWEVER, to the second sentence of Section 5.14(a) hereof.

Conduct of Business Prior to the Closing. Except as otherwise required by applicable Requirements of Laws or as contemplated by or necessary to effectuate this Agreement, and except for matters identified in Section 7.1 of the Seller covenants and agrees thatDisclosure Schedules, between from the date hereof of this Agreement through the Closing, unless Buyer otherwise consents in advance in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Seller and the Closing DateCompany will conduct the Business only in the ordinary course consistent in all material respects with past practice. Without limiting the generality of the foregoing, it will (except as Purchaser otherwise agrees in its sole discretion, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any Seller and the Company shall keep and maintain the assets of the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller in sufficient operating condition and repair to do so; (b) conduct, at Seller's expense, enable it to conduct the Storage Products Business in the ordinary course of business in all material respects, comply with all Requirements of Laws and use its commercially reasonable efforts, consistent with Seller's past practice (taking into account good business practice, to maintain the sale business organization of the Business Assets contemplated hereby Company intact and Seller's other agreements hereunder) except for such actions to preserve the goodwill of suppliers, contractors, licensors, employees, customers, distributors, Governmental Authorities and others having business relations with Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (c) connection with the Business. In furtherance and not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation limitation of the sale foregoing, the parties will use their commercially reasonable efforts facilitate the receipt and transfer processing of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser insertion orders prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material EncumbrancesClosing, and to cause promptly issue invoices for all insertion orders received prior to Closing. For the conditions avoidance of doubt, from and after November 1, 2018 through the Closing Date, Seller will be authorized to Closing loan funds to the Company, and the Company will be authorized to borrow funds from the Seller, up to the limits set forth in Article VIII the definition of “Indebtedness”, for required working capital pursuant to the Loan Agreement, which loan(s) may be evidenced by an amendment to the Loan Agreement and/or the Note in such form as Seller may determine, provided, however, that such amounts in excess of the limits set forth in the definition of “Indebtedness” may be deemed to be fulfilled Indebtedness as promptly as possible; (i) terminate any license rights held by any described in such definition. Seller Subsidiary or any other affiliate of Seller with respect to any understands and agrees that, for purposes of the Purchased Assets; and (j) terminate or cause Amended and Restated Note to be released or expunged all Encumbrances on delivered at the Closing, any Purchased Assetssuch additional borrowing by the Company from the Seller will be subject to the limitations contained in the definition of “Indebtedness” and Section 2.2.

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and the Closing, unless the Buyer shall otherwise agree in writing, the Seller covenants shall: (i) conduct the business of the Systems in accordance with applicable Law and Permits and only in the Ordinary Course of Business (including maintaining credit and collection policies, continuing sales and marketing efforts (subject to compliance with Section 5.1(c)), making capital expenditures (including expenditures relating to maintenance of the Transferred Assets but excluding expenditures relating to Capital Projects, which shall be governed exclusively by Section 5.1(b)) and fulfilling installation requests; (ii) use its commercially reasonable efforts to preserve the business of the Systems in the ordinary course and maintain its relationships with Government Authorities, customers, suppliers, creditors and employees (provided that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business); and (iii) take the actions described in Section 5.1(a) of the Disclosure Schedules. (b) Between the date of this Agreement and the Closing, if the Seller receives a request or invitation from a municipality, developer or builder to complete a line extension or place conduit or cable in a new development (including those identified in Section 5(b) of the Disclosure Schedules) (each, a “Capital Project”), the Seller shall provide written notice thereof to the Buyer (each, a “Capital Project Notice”), which notice shall contain a reasonable description of the Capital Project to be completed and an itemized estimate of the related out-of-pocket costs and expenses to be incurred in connection with such Capital Project (collectively, the “Compliance Costs”). No later than the 10th Business Day after receipt of any Capital Project Notice, the Buyer shall send written notice to the Seller informing the Seller that Buyer (A) approves such Capital Project and Compliance Costs and agrees thatto pay such Compliance Costs either directly or by disbursement from the Pre-Closing Escrow Agent in accordance with Section 2.7(b) or (B) does not approve such Capital Project or Compliance Costs (in which case the Seller shall have no obligation to complete such Capital Project. If the Buyer does not respond within such ten Business Day period, the Capital Project set forth in the Capital Project Notice shall be deemed to have been disapproved by the Buyer. In the event Buyer approves any such Capital Project, the Seller shall move forward with such project on a timely basis and manage such project in consultation with the Buyer. Any Compliance Costs paid by the Buyer pursuant to this Section 5.1(b) shall be subject to reimbursement if and when required under Section 2.7(d). In no event shall the Seller be obligated to incur any Compliance Costs. (c) Except as provided in Section 5.1(a) and Section 5.1(b) of the Disclosure Schedules, between the date hereof of this Agreement and the Closing Date, it will without the prior written consent of the Buyer (except as Purchaser otherwise agrees in its sole discretionwhich consent shall not be unreasonably withheld), which as to clause (d) below will not unreasonably be withheld):the Seller shall not: (ai) not sell, transfer, assignencumber, conveylease, sublease, license, move, relocate, encumber sublicense or otherwise dispose of any of the Business Transferred Assets or permit any Seller Subsidiary or any interest therein, other affiliate than immaterial dispositions in the Ordinary Course of Seller to do soBusiness; (bii) conductenter into any contract, agreement or arrangement that would be a Material Contract if entered into prior to the date of this Agreement, or amend any contract if it was a Material Contract or would be after giving effect to such amendment; (iii) without limiting Section 5.1(c)(ii), (A) change the programming line-up with respect to any Systems, except to the extent required by Law, (B) enter into or amend any Programming Agreement that results in additional Launch Fees or (C) enter into any Retransmission Agreement or any renewal thereof (provided that the Buyer shall approve any such Retransmission Agreement (or renewal) that is commercially reasonable and has similar terms and conditions (including with respect to consideration given by the Seller or a System to the originating station in exchange for consent to retransmit a broadcasting signal) that are not more onerous with respect to the Systems as terms and conditions agreed to by the Buyer Group at Seller's expenseany time on or after the date hereof with respect to the Buyer Group’s cable systems); (iv) engage in any sales, marketing, promotional, subscriber installation, collection or disconnection practices outside the Storage Products Ordinary Course of Business or inconsistent with past practices or offer discounts pursuant to selling, marketing or promotional campaigns other than those campaigns identified on Section 5.1(c)(iv) of the Disclosure Schedules; (v) (A) increase the compensation of any System Employee, except for increases in salary or wage rates in the ordinary course Ordinary Course of Business or as required by the terms of agreements or plans currently in effect and consistent with Seller's past practice (taking into account the sale listed on Section 3.9 of the Business Assets contemplated hereby Disclosure Schedules, (B) establish, amend, pay, agree to grant or increase any Retention Bonus or any similar benefit under any plan, agreement, award or arrangement, other than such as will be fully paid and Seller's satisfied on or prior to the Closing Date and the related liabilities of which will be Excluded Liabilities, or other agreements hereunderthan as required pursuant to any existing plan, agreement, award or arrangement currently in effect and listed on Section 3.9 of the Disclosure Schedules, (C) hire any employee with annual compensation in excess of $50,000, (D) enter into any new employment or severance agreement or amend (except as required to satisfy applicable Law) any such existing agreement with any System Employee (provided that the foregoing shall not restrict the Seller from taking any such action so long as the Buyer will not be bound by any such action if the System Employee becomes a Transferred Employee), or (E) establish, adopt, enter into, amend (except as required to satisfy applicable Law) or terminate any Employee Plan providing for severance, termination pay, pension, retirement, health, welfare or other benefits (provided that the foregoing shall not restrict the Seller from taking any such action which reduces or eliminates benefits so long as the Buyer will not be bound by any such action (including as it may relate to the terms of any offer to any System Employee pursuant to Section 5.4(a)) if any System Employee covered thereby becomes employed by a Buyer in connection with the Transaction); (vi) make any material change in any method of accounting, accounting practice or policy or in any material method of Tax accounting, except as required by GAAP; (vii) fail to implement procedures for disconnection and discontinuance of service to subscribers whose accounts are delinquent, in the Ordinary Course of Business, or who request termination of service; (viii) fail to maintain in full force and effect existing policies of insurance with respect to the Systems or replacement insurance; (ix) settle any claim, action, arbitration, dispute or other proceeding that would result in Seller being enjoined in any respect material to the Transaction or the Systems or that would have a material adverse effect on the Systems after the Closing; (x) except for such actions capital expenditures, acquire any material assets or any business or other cable systems in one or a series of Seller related transactions, other than (A) pursuant to agreements in effect as may be contemplated of the date hereof and set forth on Section 5.1(c)(x) of the Disclosure Schedules, (B) assets acquired by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates the Systems in the Ordinary Course of SellerBusiness and (C) Assets that constitute Excluded Assets; (dxi) not terminate fail to (A) maintain inventories and supplies sufficient for the employment operation of any Employee (as defined the Systems in the first sentence Ordinary Course of Business (which shall include inventory having a cost basis of not less than $225,000 in the aggregate), (B) maintain the material Transferred Assets in sufficient operating condition for immediate use in the Ordinary Course of Business, ordinary wear and tear excepted, or (C) replace any material Equipment or vehicles of the System with Equipment or vehicles that are of equal or greater value; provided, that clause (C) shall not apply to any particular Upgrade Equipment that has been used in an upgrade of the Systems and Seller can demonstrate such use to Buyer’s reasonable satisfaction; (xii) fail to use commercially reasonable efforts to (A) renew any material Permits that expire prior to the Closing Date, or (B) prevent any material Permits (including any Franchise) from expiring or being revoked, suspended or adversely modified, in each case subject in all respects to the Buyer’s rights under Section 6.01(a)5.6(c)(iii); (exiii) not (A) solicit, initiate or encourage the submission of any proposal or otherwise act offer from any Person relating to cause the acquisition of any capital stock of the Seller or any of the Systems or other voting securities, or any substantial portion of the Transferred Assets or the Systems, or (B) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing; (xiv) directly or indirectly, solicit for employment or hire (or permit any Affiliate of the Seller to solicit for employment or hire) any System Employee not (other than any former System Employee whose employment by or with respect the Systems ended at least 180 days prior to accept any offer such solicitation or hire) for purposes of employment by Purchaser made pursuant the Seller or its Affiliates with respect to Section 6.01 hereof;other cable systems or businesses; or (fxv) not change the base salaries authorize or bonus programs of enter into, or announce an intention to authorize or enter into, any Employee agreement or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller commitment with respect to any of the Purchased Assets; andforegoing. (jd) terminate From the date of this Agreement until the Closing Time, the Seller shall commence any permitting processes (including with respect to pole permits) and begin any necessary makeready engineering as Buyer may request such that any line extension or cause System buildout projects to be released or expunged undertaken by the Buyer after the Closing can commence as soon as reasonably practicable after the Closing. The Buyer shall pay all Encumbrances on any Purchased Assetsdocumented out-of-pocket expenditures of the Seller related to such activities within 10 Business Days of invoice (in form and substance reasonably satisfactory to the Buyer). Any such payment shall be made by wire transfer of immediately available funds to an account specified by the Seller. The Seller shall cooperate with the Buyer and its representatives with respect to the activities contemplated under this Section 5.1(d).

Conduct of Business Prior to the Closing. (a) Seller covenants and agrees that, that between the date hereof and the Closing Date, it will (except as Purchaser otherwise agrees in Seller shall cause the Division to conduct its sole discretion, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business in the ordinary course and consistent with Sellerpast practice. (b) Seller covenants and agrees that, prior to the Closing Date, and without making any commitment on Purchaser's past practice (taking into account behalf, Seller will use all reasonable efforts to preserve substantially intact the sale business organization of the Division, to keep available to Purchaser the services of the employees and consultants of the Business Assets contemplated hereby and Seller's to preserve the current relationships of the Division with its clients, customers, suppliers and other agreements hereunder) except for such actions of persons with which the Seller as may be contemplated by this Agreement has significant business relationships with respect to the Division or agreed to by Purchaser in a writing signed by Purchaser;the Business. (c) not transfer any Employee (as defined Seller covenants and agrees that, prior to the Closing Date, Seller will maintain the books and records of the Division in the first sentence usual, regular and ordinary manner consistent with past practices; and to use all reasonable efforts to maintain all of Section 6.01(athe Purchased Assets in good repair, working order and operating condition (subject only to ordinary wear and tear)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller;. (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to Seller covenants and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser agrees that, prior to the Effective Closing Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to , Seller will not merge, amalgamate or consolidate or sell all or substantially all of the Business Assetsits Assets and Property including, free of all material Encumbranceswithout limitation, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and, or obligate itself to do so, with or into or to any other Person, without the prior written consent of Purchaser. (je) terminate Except as could not have a material adverse effect on the Business or cause Condition of the Division, Seller covenants and agrees that, prior to the Closing Date, Seller will (i) comply with all material applicable Laws, (ii) file all Tax Returns required to be released filed with any Governmental or expunged Regulatory Authority and make timely payments of applicable Taxes when due; and (iii) take all Encumbrances on any Purchased Assetsreasonable actions necessary to be in compliance with, and to maintain the effectiveness of, all material Permits.

Conduct of Business Prior to the Closing. (1) Seller covenants and agrees that, between the date hereof and the Closing Date, it will (except as Purchaser otherwise agrees in shall cause the Company to conduct its sole discretion, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business in the ordinary course and consistent with Sellerits prior practice except as described in Section 5.01(a) of the Disclosure Schedule or except as otherwise specifically provided in this Agreement. (2) Except as otherwise specifically provided in this Agreement, the Seller covenants and agrees that, prior to the Closing and without making any commitment on Purchaser's behalf, it will cause the Company (i) to use all commercially reasonable efforts to preserve substantially intact its business organization, goodwill, Permits and insurance licenses, (ii) to keep available to the Purchaser the services of Current Employees, (iii) to comply in all material respects with all laws, statutes, ordinances, rules and regulations applicable to the Company, (iv) to take all commercially reasonable steps to preserve the current relationships of the Company with its brokers, reinsurance intermediaries, ceding companies, reinsurers, agents, managing general agents, suppliers and other persons with which the Company has significant business relationships, and (v) to perform its obligations under all Reinsurance Agreements, Contracts and commitments to which it is a party or by or to which it is bound or subject. (3) The Seller covenants and agrees that prior to the Closing Date, it will cause the Company to maintain its books and records in the usual, regular and ordinary manner consistent with past practices; to use commercially reasonable efforts to continue in full force and effect the policies of insurance listed in Section 3.19 of the Disclosure Schedule or comparable substitute policies and will promptly notify Purchaser of any cancellation or non-renewal of such insurance; and to use commercially reasonable efforts to maintain all of its assets and Properties in good repair, working order and operating condition (subject only to ordinary wear and tear). (4) The Seller covenants and agrees that it will not allow the Company to amend, commute, terminate or waive any of its rights under any Reinsurance Agreement pursuant to which the Company has ceded or transferred any portion of its obligations or liabilities, except as otherwise contemplated by Section 5.13. (5) The Seller covenants and agrees to cause the Company to commence preparation of and, consistent with past practice and on a timely basis, if required prior to the Closing Date, file with or submit to the Massachusetts Insurance Division and any other insurance department or other regulatory authority with which the Company is required to make such filings or submissions, and, if filed prior to the Closing Date, deliver to the Purchaser true and complete copies of, the quarterly statutory statement for each quarter of 1999 ended prior to the Closing Date, together with all related notes, exhibits and schedules thereto. All such quarterly statements filed with or submitted to the Massachusetts Insurance Division and any other insurance department, or regulatory authority (taking into i) shall be prepared from the books of account the sale and other financial records of the Business Assets contemplated hereby Company, (ii) shall be filed with or submitted to the Massachusetts Insurance Division, and Seller's such other agreements hereunderinsurance departments and regulatory authorities, on forms prescribed or permitted thereby, (iii) shall be prepared in accordance with SAP applied on a basis consistent with the past practices of the Company (except as set forth in the notes, exhibits or schedules thereto), and shall comply on their respective dates of filing or submission with the Massachusetts Insurance Code and the laws of such other jurisdictions, (iv) shall present fairly the statutory assets, liabilities, capital and surplus, results of operations and cash flows of the Company as of the dates thereof or for such actions the periods covered thereby (subject to normal estimation of accruals and reserves and normal year-end audit adjustments), and (v) shall not use any accounting practices that are permitted than prescribed by the Massachusetts Insurance Division. (6) The Seller covenants and agrees that, prior to the Closing, it will not permit the Company to amend its Charter or By-laws or merge or consolidate or sell all or substantially all of its assets (other than ordinary course trading of its investment portfolio consistent with its investment guidelines and past practice), or obligate itself to do so, with or into or to any other entity, without the prior written consent of the Purchaser. (7) Except as otherwise specifically permitted by this Agreement, the Seller covenants and agrees that, without the prior written consent of the Purchaser, it will not permit the Company or any Subsidiary thereof prior to the divestiture thereof pursuant to Section 5.14(a) hereof), prior to the Closing, to: (1) change in any material respect its accounting methods, principles or practices except as required by SAP or GAAP or change in any material respect its underwriting, reinsurance, marketing, establishment of reserves, investment or claims adjustment policies or practices; (2) declare, set aside or pay any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect of the Shares or any other securities or redeem, repurchase or otherwise acquire any equity securities; (3) make any payment pursuant to the Tax Sharing Agreement, other than a payment consistent with past practice that is related to the Tax liability of the Company and (i) with respect to payments for periods (or portions thereof) beginning after the Reference Date which has been consented to by Purchaser, which consent may not be unreasonably delayed or withheld and (ii) with respect to payments for the periods (or portions thereof) that end on or before the Reference Date, that are reflected in the Tax Reserve; (4) revalue any of its assets, including, without limitation, writing off notes or accounts receivable, other than in the ordinary course of business consistent with past practice; (5) establish or increase any bonus, insurance, severance, termination, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plans, or otherwise increase the compensation payable or to become payable to any of the Employees or any directors, officers or employees of the Company, except salary increases as may be contemplated required by this Agreement or agreed law, and salary increases to by Purchaser non-officers, in a writing signed by Purchaserthe ordinary course of business consistent with past practice and not in excess of five percent (5%) per annum in the aggregate; (c6) not transfer enter into any Employee employment, bonus, incentive or defined compensation, severance or termination agreement with any of the Employees or any directors, officers, other employees or consultants or establish, adopt or enter into any collective bargaining agreement or adopt or amend any Plan; (as defined 7) create, incur, assume, maintain or permit to exist any Encumbrances on any Property of the Company other than Permitted Encumbrances; (8) create, incur or assume any indebtedness for borrowed money, including obligations in respect of capital leases, or guarantee any indebtedness for borrowed money or any other obligation of any other Person; (9) subject to Section 5.14(b), pay or discharge any material claim, liability or Encumbrance (whether absolute, accrued, contingent or otherwise), or waive any right, other than in the first sentence ordinary course of Section 6.01(a)business consistent with past practice or pursuant to binding contractual obligations of the Company in existence on the date hereof; (10) hire any new employees, agents or consultants, except for those earning less than $30,000 per annum who are hired in the ordinary course of business consistent with past practice to replace departed employees; (11) authorize or make any capital expenditure in excess of an aggregate of $30,000; (12) issue or agree to issue any shares of its capital stock or securities exchangeable for or convertible into such capital stock; (13) become a party to any agreement (other division than Reinsurance Agreements in the ordinary course of business consistent with past practice) which, if it existed on the date hereof, would be required to be listed in the Disclosure Schedule, or, other than in the ordinary course of business and consistent with past practice, amend or position terminate any existing Reinsurance Agreement or, other than in the ordinary course of employment within business and consistent with past practice, amend or terminate any other Contract; (14) subject to Section 5.14(a), dispose of or acquire any assets other than in the ordinary course of business for fair value and consistent with past practice; (15) make any investments in noninvestment grade securities; (16) abandon, modify, waive, terminate or otherwise change any of the insurance licenses described in Section 3.02 of the Disclosure Schedule or Permits of the Company, except as may be required by law or by any applicable insurance or other regulatory authority; (17) enter into any commutation of any ceded Reinsurance Agreement; (18) make any loan, advance or capital contribution to or investment by the Company in any Person, except in the ordinary course of business and consistent with past practice; (19) enter into any transaction or commitment made, or any contract or agreement between the Company on the one hand, and the Seller or any of Seller's Subsidiaries or any its Affiliates on the other affiliates of Sellerhand; (d20) not terminate consider or adopt a plan of complete or partial liquidation, dissolution, rehabilitation, restructuring, recapitalization, re- domestication or other reorganization; (21) enter into any joint venture, partnership, managing general agency or similar arrangement with any Person; (22) settle or compromise any material claims against the employment Company (other than the payment of any Employee (as defined claims on insurance policies or under Reinsurance Agreements, in each case in the first sentence ordinary course of Section 6.01(a)business consistent with past practice); (e23) not encourage take any action or otherwise act to cause any Employee not to accept any offer course of employment by Purchaser made pursuant to Section 6.01 hereofaction inconsistent with its compliance with the covenants and agreements contained in this Agreement; (f24) not change the base salaries take or bonus programs of agree to commit to take any Employee action that would make any representation or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation warranty of the sale and transfer of Seller contained herein inaccurate in any material respect at the Business Assets Closing or omit to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents take any action necessary to prevent any such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title representation or warranty from being inaccurate in Seller's name in and to all of the Business Assets, free of all any material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assetsat such time; and (j25) terminate transfer to or cause from the Seller or any Subsidiary of the Company any Property or asset relating to be released or expunged all Encumbrances on any Purchased Assetsthe Business, subject, however, to the ------- ------- second sentence of Section 5.14(a) hereof.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except (a) to the extent the Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld), (b) as permitted or contemplated by this Agreement, (c) as may be necessary or appropriate to carry out the transactions contemplated by this Agreement, or (d) as may be required to facilitate compliance with any Laws, between the date hereof and the Closing DateClosing, it will (except as Purchaser otherwise agrees in its sole discretionthe Seller shall not, which as to clause (d) below will and shall not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber suffer or otherwise dispose of any permit conduct of the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business than in the ordinary course and consistent with Seller's the past practice (taking into account the sale of 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 Assets contemplated hereby and Seller's other agreements hereunderin accordance with past practice; (b) except not shorten or lengthen the customary payment cycles for such actions any of Seller as may be contemplated by this Agreement the payables or agreed to by Purchaser in a writing signed by Purchaser; receivables of the Business; (c) use its reasonable best efforts to (i) preserve intact the Assets and the organization of the Business, (ii) use commercially reasonable efforts to keep available to the Purchaser the services of the employees to be designated in writing by the Purchaser to the Seller in writing pursuant to Section 6.1 and (iii) preserve the Business' current relationships with its customers, suppliers and other persons with which it has significant business relationships; and (d) use commercially reasonable efforts to not transfer engage in any Employee practice, take any action, fail to take any 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 the Seller in this Agreement. The Seller covenants and agrees that, prior to the Closing, without the prior written consent of the Purchaser, the Seller will not and will not suffer or permit the occurrence of (as defined a) any of the things enumerated in the first second sentence of Section 6.01(a)3.14 or (b) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment entering into of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased AssetsMaterial Contract.

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between From the date hereof and Execution Date until the earlier to occur of the Closing DateDate or the termination hereof, it will (except as Purchaser required or contemplated by this Agreement, required by Law (including any Antitrust Laws) or any Governmental Authority as set forth on Schedule 6.01, actions taken or omitted in response to potential Coronavirus (COVID-19) pandemic, or otherwise agrees consented to by Buyer in its sole discretionwriting, which as consent shall not be unreasonably withheld, conditioned or delayed, Seller Entities shall use commercially reasonable efforts to clause (d) below will not unreasonably be withheld):cause each of the following to occur with respect to the Business: (a) not sellSeller Entities shall operate the Business and the Facilities only in the ordinary course of business, transferon a basis consistent with past practice, assign, convey, license, move, relocate, encumber or otherwise dispose of any keeping each of the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business Facilities stocked with Inventory in the ordinary course and consistent with Seller's past practice and adequately staffed with Employees; (taking into account the sale of b) Seller Entities shall keep the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaserthe Facilities substantially intact, including the present operations, physical facilities, working conditions, and relationships with suppliers, customers and Employees; (c) not transfer any Employee (Seller Entities shall meet their contractual obligations in all material respects and perform and pay their obligations in all material respects as defined they mature in the first sentence ordinary course of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Sellerbusiness; (d) Seller Entities shall not terminate the employment sell, lease, dealerize, or otherwise transfer or dispose of any Employee (as defined Purchased Assets, except for the sale of Inventory in the ordinary course of business or if replaced by tangible, personal property of equal or greater value or except in connection with the exercise by a third party of their right of first sentence refusal or other purchase right existing in an Assigned Contract; provided, further, that in the event the Seller Entities sell, lease, dealerize, or otherwise transfer or dispose of Section 6.01(aany Real Property with Buyer’s consent between the Execution Date and the Closing Date or in the event that any tenant under a Tenant Lease or other third party exercises its right of first refusal or other purchase right under its Assigned Contract to purchase any Purchased Asset (for the avoidance of doubt, upon any such sale or disposition of a Purchased Asset such item shall no longer constitute a Purchased Asset for purposes of this Agreement)), any and all net proceeds (for the avoidance of doubt, all costs and expenses associated with effectuating such sale, lease or other transfer or disposition shall be deducted in determining net proceeds, and ongoing lease or dealerization payments shall not be deemed to be proceeds) received from such sale or transfer (including, without limitation, so-called “key money” received by any Seller Entity in connection with any such transfer or disposition) and from “key money” received from any such lease or dealerization shall be fully and promptly disclosed in writing by the Seller Entities to Buyer and shall be made a credit at Closing against the Closing Purchase Price; (e) Seller Entities shall not encourage create any easement, restriction or otherwise act other Encumbrance on the Real Properties not contemplated by this Agreement, or grant any lien or security interest on any portion of the Real Properties to cause secure any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereofindebtedness or performance obligation; (f) not change Seller Entities shall maintain the base salaries or bonus programs Facilities, buildings, structures and other improvements and machinery and equipment and vehicles constituting any of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalthe Purchased Assets in good operating condition and repair in all material respects (ordinary wear and tear excepted); (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose Seller shall promptly advise Buyer in writing of negotiating offers any change, removal, or disposition of employment contingent upon the consummation any Real Property, Supply Agreement, Tenant Leases, transportation customers, loss of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby a top 20 CG&I customer (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)revenue dollars) or any Material Adverse Effect; (h) use Except as otherwise mutually agreed by Xxxxx and Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material EncumbrancesSeller Entities shall not terminate, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleextend, modify or materially alter any Assumed Benefit Plan; (i) terminate Seller Entities shall perform and comply with each Material Contract in all material respects (and shall provide Buyer with notice of any license rights held by material defaults under any Seller Subsidiary or any other affiliate of Seller with respect to Assigned Contracts), and not do any of the following that would be binding upon the Assets or Buyer after Closing: (i) terminate, extend, modify or materially alter any Material Contracts or enter into any new Contracts or other agreements affecting the Business or the Facilities that would be binding upon the Facilities, Business or Buyer after Closing; (ii) Except as otherwise mutually agreed by Xxxxx and Seller, Seller shall not authorize any new capital expenditures or commitments over $100,000, unless such capital expenditure or commitment will be paid entirely prior to Closing; or (iii) materially change their accounting policies or procedures in a manner that would have an adverse effect on the Purchased Assets; and (j) terminate , except to the extent required to conform with GAAP or cause to be released applicable Law, or expunged all Encumbrances on any Purchased Assetschange their respective fiscal years.

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 or applicable Law, or as required by the terms of any Contract, between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.01, the Seller shall (i) conduct (and the Seller shall cause the Asset Sellers to conduct) the Business in the ordinary course and in a manner consistent with past practice, (ii) use its reasonable efforts to preserve intact in all material respects the Business and the Seller’s organization relating to the Business, (iii) use commercially reasonable efforts to keep available the services of the Company’s current officers, employees and consultants (iv) maintain and preserve intact the Company’s current relationships with customers, suppliers, distributors, creditors and other Persons with which the Business has significant business relations, and (v) use reasonable efforts to comply with applicable Law. Except as described in Section 5.01 of the Disclosure Schedule, the Seller covenants and agrees that, between the date hereof and the earlier of the Closing DateDate and the date on which this Agreement is terminated pursuant to Section 9.01, it will without the prior written consent of the Purchaser (except as Purchaser otherwise agrees in its sole discretionsuch consent not to be unreasonably withheld, which as conditioned or delayed), none of the Acquired Companies and, to clause (d) below will not unreasonably be withheld):the extent Related to the Business, the Seller or the Asset Sellers will: (a) not sell(i) issue or sell any capital stock, transfernotes, assignbonds or other securities of the Acquired Companies (or any option, conveywarrant or other right to acquire the same), license, move, relocate, encumber or otherwise dispose of (ii) redeem any of the Business Assets capital stock of the Acquired Companies, or permit (iii) declare, make or pay any dividends or distributions to the holders of capital stock of the Acquired Companies, other than dividends, distributions and redemptions declared, made or paid by the Company solely to the Seller or by any Acquired Subsidiary solely to the Company or any other affiliate of Seller to do soanother Acquired Subsidiary; (b) conductissue, at Seller's expensesell, lease, transfer or otherwise dispose (other than the Storage Products Business sale of inventory in the ordinary course and consistent with Seller's past practice (taking into account the sale course) of or permit or allow all or any portion of any of the Business Assets contemplated hereby and Seller's (whether tangible or intangible) or any Transferred Leased Real Property to be subjected to any Encumbrance, other agreements hereunder) except for such actions of Seller as may than Permitted Encumbrances or Encumbrances that will be contemplated by this Agreement released at or agreed prior to by Purchaser in a writing signed by Purchaserthe Closing; (c) not transfer any Employee (as defined in amend or restate the first sentence Governing Documents of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Sellerthe Acquired Companies; (d) not terminate incur any Indebtedness (other than any Indebtedness between any Acquired Company, on the employment one hand, and any other Acquired Company or Acquired Companies, on the other hand) in excess of any Employee (as defined $250,000 individually or $1,000,000 in the first sentence of Section 6.01(a))aggregate; (e) not encourage acquire, dispose of, transfer, abandon, license or otherwise act subject to cause an Encumbrance (other than Permitted Encumbrances), any Employee not to accept asset or property of the Business (including any offer material Intellectual Property) in excess of employment by Purchaser made pursuant to Section 6.01 hereof$250,000 individually or $1,000,000 in the aggregate other than in the ordinary course of business; (f) not waive, or delay payment of, any account payable or other Liability of the Business beyond its due date or the date when such Liability would have been paid in the ordinary course of business or otherwise make any material change to any customer collection practices relating to the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalBusiness; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser enter into, extend, materially amend, cancel or terminate any Material Contract or any agreement which, if entered into prior to the Effective Date)date hereof, would be a Material Contract other than (w) Contracts that do not involve payments in excess of $500,000 in any calendar year or (x) customer or supplier Contracts in the ordinary course of business; (h) use Seller's best efforts to secure and preserve good and marketable title enter into, extend, renew, amend, assign, sublease, transfer, cancel, terminate or otherwise modify any Transferred Lease, acquire any interest in Seller's name in and to all Real Property, or enter into any lease or other agreement for the use, occupancy or purchase of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleReal Property; (i) terminate unless required by applicable Law or existing written agreements or Seller Plans or Company Plans as in effect on the date hereof, (A) award bonuses or increase the compensation or other benefits payable or provided to any license rights held by of the Business Employees, other than ordinary course of business increases that are consistent with past practice; (B) enter into any Seller Subsidiary employment, change of control, severance or retention agreement with any Business Employee, except for severance arrangements in the ordinary course of business or any other affiliate retention agreements for which Seller is solely responsible for payment entered into in contemplation of Seller this transaction; (C) transfer any Business Employee out of the Acquired Companies or transfer any employee into the Acquired Companies; (D) with respect to any Business Employee whose annual base salary is in excess of $150,000, terminate such Business Employee, except for any termination for cause or otherwise in good faith for reasons unrelated to the consummation of the Purchased Assetstransactions completed in this Agreement or the Closing; and(E) without providing prior notice to, and consulting on a good faith basis with, Purchaser, promote or hire any Business Employee or any individual who would constitute a Business Employee immediately following such promotion or hiring, except for any promotion or hiring of an individual with an annual base salary not in excess of $150,000; provided, however, that the hiring or promotion of any individual to fill a vacancy left by the departure of a Business Employee shall be permitted in any event; (F) establish, adopt, enter into or amend any Company Plan (or that would be a Company Plan if in effect on the date hereof), or, provide compensatory grants under any Company Plan, for the benefit of any Business Employees or any of their beneficiaries, except as otherwise permitted pursuant to clauses (A), (B) or (C) of this Section 5.01 or where such action would not result in liability to the Purchaser; or (G) solicit for employment in roles at Seller and its Affiliates unrelated to the Business any Business Employee except as disclosed in writing to Purchaser prior to the date of this Agreement; (j) terminate change any method of accounting or cause accounting practice or policy used by the Seller or the Asset Sellers (in each case, as it relates to be released the Business) or expunged all Encumbrances on any Purchased Assetsof the Acquired Companies, other than such changes required by GAAP; (k) pay or discharge, enter into any settlement with respect to, or waive or compromise, any Action that is material to the Business; (l) make, change or revoke any material Tax election, change any material Tax accounting method, file any material amended Tax Return, settle or compromise any audit or other proceeding relating to a material amount of Tax, enter into any closing agreement, extend the statute of limitations period for the assessment or collection of any Tax, or surrender any right to claim a material Tax refund; (m) agree to take any of the actions specified in this Section 5.01, except as contemplated by this Agreement and the Ancillary Agreements; or (n) create or organize any subsidiary in the United States or under the laws of the United States, any state thereof or the District of Columbia.

Conduct of Business Prior to the Closing. Except as required by applicable Law, as otherwise contemplated by or necessary to effectuate the Transaction Agreements, and except for matters identified in Section 7.01 of the Seller covenants and agrees thatDisclosure Schedule, between from the date hereof and of this Agreement through the Closing DateClosing, it will unless Buyer otherwise consents in advance in writing (except as Purchaser otherwise agrees in its sole discretionwhich consent shall not be unreasonably withheld, which as delayed or conditioned), Seller shall cause HLIKK to clause (d) below will not unreasonably be withheld): (a) not sellmaintain its corporate existence, transferpay its taxes when due, assign, convey, license, move, relocate, encumber or otherwise dispose of any of and conduct the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business in the ordinary course and consistent with Seller's past practice and (taking into account i) use its reasonable best efforts to maintain in effect all of its Permits, and comply with all Laws and Governmental Orders applicable to HLIKK, its assets, properties or business, and (ii) use its reasonable best efforts to maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it and carry on its business in compliance with Material Contracts (including performing its obligations thereunder), in the sale ordinary course of business consistent with past practice, (b) not terminate without cause the Business Assets contemplated hereby services of executive officers and Seller's key Employees of HLIKK (for the avoidance of doubt, other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; than the Expat Employees), (c) maintain its books and records in the ordinary course consistent with past practice, (d) within fifteen (15) days of obtaining Knowledge of any material event or material occurrence not transfer any Employee in the ordinary course of either its business or, solely with respect to obligations under a Seller Guarantee or Other Guarantee (as defined in the first sentence Assignment, Assumption, Hold Harmless and Indemnification Agreement), the business of Section 6.01(a)) to any other division guarantor thereunder, notify Buyer of such event or position occurrence unless at the time such notice is required such event or occurrence is no longer material, including as a result of employment within actions taken by Seller or its Affiliates, and (e) refrain from taking any of Seller's Subsidiaries the following actions: (i) declare, set aside, make or pay any dividend or other affiliates distribution in respect of Sellerthe Capital Stock of HLIKK; (dii) not terminate the employment repurchase, redeem, repay or otherwise acquire any outstanding Capital Stock of HLIKK; (iii) transfer, issue, sell or dispose of any Employee Capital Stock or other securities of HLIKK or grant options, warrants, calls or other rights to purchase or otherwise acquire Capital Stock or other securities of HLIKK; (as defined iv) effect any recapitalization, reclassification, stock split or like change in the first sentence capitalization of Section 6.01(a)HLIKK; (v) amend any material internal rule (including, but not limited to, the articles of incorporation (teikan) or other organizational documents of HLIKK); (evi) not encourage make any material change in the underwriting policies, practices or otherwise act to cause principles of HLIKK in effect on the date hereof (other than any Employee not to accept any offer change required by applicable Law or Japanese GAAP or in the ordinary course of employment by Purchaser made pursuant to Section 6.01 hereofbusiness); (fvii) make any change in the claims administration, reserving or financial accounting policies, practices or principles of HLIKK, as applicable, in effect on the date hereof (other than any change required by applicable Law or Japanese GAAP or, in the case of claims administration, in the ordinary course of business); (viii) incur any indebtedness for borrowed money or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances in each case, other than (A) in the ordinary course of business or (B) pursuant to intercompany borrowing arrangements that will be repaid in full and terminated at the Closing; (ix) other than in the ordinary course of business, modify, amend (in any material respect) or terminate (other than at its stated expiry date) or cause any event or circumstance which entitles the counterparty to terminate, any Material Contract or enter into any contract which would, if entered into prior to the date hereof, have been a Material Contract; (x) other than pursuant to a written agreement or as required by the terms of any Benefit Plan, (A) increase (or commit to increase) the wages, salaries, bonuses (including but not change limited to retention bonuses), incentives, other compensation, pension or other benefits payable to any of its current Employees or former employees (for the base salaries avoidance of doubt, other than the Expat Employees), (B) enter into, establish or bonus programs adopt (or commit to enter into, establish or adopt) any plan, program, policy, agreement, arrangement or practice that would be a Benefit Plan if such plan, program, policy, agreement, arrangement or practice was in effect on the date of this Agreement, or (C) amend (or commit to amend) any Benefit Plan other than amendments made with respect to plan administration that impact neither the amount of benefits payable to any participant thereunder nor the eligibility of any Employee or establish former Employee to participate therein, provided that Buyer is notified in writing of such amendment (or commitment to amend) and provided a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalcopy thereof; (gxi) continue enter into, or amend in any material respect, any employment contracts with executive officers or directors, except as required by Law; (xii) other than with respect to the Investment Assets or in the ordinary course of business, purchase, sell, lease, exchange or otherwise dispose of or acquire any material property or assets in any individual transaction in excess of ¥100,000,000 or in the aggregate in excess of ¥500,000,000; (xiii) settle any litigation or claim against HLIKK (other than claims under policies and certificates of insurance within applicable policy limits), other than (A) any such settlement that is solely a monetary settlement that requires payment by HLIKK of less than ¥15,000,000 or (B) settlement of any such litigation or claim to the extent reserved against in the Financial Statements; (xiv) undertake or commit to make any capital expenditures for which the aggregate consideration paid or payable in any individual transaction is in excess of ¥100,000,000 or in the aggregate in excess of ¥500,000,000; (xv) make or change any election relating to Taxes, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return other than in the ordinary course of business, or consent to any extension or waiver of the statute of limitations applicable to any Taxes; (xvi) enter into any agreement containing any provision or covenant limiting HLIKK’s ability to (A) sell any products or services of or to any other Person relating to HLIKK’s business (including the Business), (B) engage in HLIKK’s business (including the Business) or (C) compete with or to obtain products or services from any Person or limiting the ability of any person to provide Purchaser with reasonable access products or services relating to and HLIKK’s business (including the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective DateBusiness); (hxvii) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to permit all or any of the assets of HLIKK to be subject to any Lien, other than a Permitted Lien; (xviii) modify, amend or terminate (other than at its stated expiry date solely to extend such expiration date) any existing reinsurance agreements relating to the Business Assetsor enter into any new reinsurance agreements relating to the Business; (xix) enter into any collective bargaining agreement; (xx) modify, free amend or terminate (other than at its stated expiry date) any Real Property Lease or enter into any contract which would, if entered into prior to the date hereof, have been a Real Property Lease; (xxi) modify, amend or terminate (other than at its stated expiry date) any Intercompany Agreement or enter into any contract which would, if entered into prior to the date hereof, have been an Intercompany Agreement; or (xxii) authorize or enter into an agreement (written or oral) or arrangement of all material Encumbrances, and to cause any kind whatsoever that would violate any of the conditions to Closing prohibitions set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assetsthis Section 7.01.

Conduct of Business Prior to the Closing. Seller covenants and agrees thatFrom the Effective Date until the Closing, between the date hereof and the Closing Date, it will (except as Purchaser otherwise agrees provided in its sole this Agreement or consented to in writing by Buyer, in Buyer’s reasonable discretion, which as to clause Seller shall, (di) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of conduct the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business in the ordinary course and of business consistent with Seller's past practice practice, (taking into account ii) maintain and preserve intact the sale of the Business Assets contemplated hereby current organization, business, and Seller's other agreements hereunder) except for such actions franchise of Seller relating to the Business, and (iii) preserve the rights, franchises, goodwill, and relationships of and with their employees, customers, lenders, suppliers, regulators, Contract counterparties, and others having business relationships with Seller. In addition, without limiting the foregoing, until the Closing Date or earlier termination of this Agreement in accordance with its terms, Seller shall, except as may be contemplated by otherwise provided in this Agreement or agreed consented to in writing by Purchaser Buyer, in a writing signed by PurchaserBuyer’s reasonable discretion: (i) use commercially reasonable efforts to preserve and maintain all requisite Permits relating to the Business; (cii) pay its Indebtedness, Taxes, and other Liabilities when due; (iii) use commercially reasonable efforts to maintain the Purchased Assets in the same condition as they were on the date of this Agreement or on the date of their acquisition by Seller if acquired after the Effective Date, subject to reasonable wear and tear and subject to the development, purchase, and sale of Owned Real Property and Contracted Real Property in the ordinary course of business consistent with past practice; (iv) continue all Insurance Policies in full force and effect without modification; (v) use commercially reasonable efforts to defend and protect its properties and assets from infringement or usurpation; (vi) perform all of its obligations under, not violate any representations or warranties under, not trigger any indemnification obligations under, and enforce all rights under all Contracts relating to or affecting the Purchased Assets or the Business; (vii) maintain its books and records in accordance with past practice; (viii) comply with all applicable Laws in all material respects, in Buyer’s sole but reasonable discretion; (ix) not transfer enter into any Employee Material Contract (as defined except for any New Purchase Contract that is entered into in accordance with Section 2(e)), including Contracts for the acquisition by Seller of any real property interests, other than “take-downs” of Contracted Real Property in the ordinary course of business consistent with past practice from any option, right of first sentence negotiation, or right of Section 6.01(afirst refusal, or purchase Contract in place as of the Effective Date that has been delivered to Buyer prior to the Effective Date (“Take-Downs”); (x) consult with Buyer prior to increasing any other division employee’s compensation by more than ten percent (10%) or position paying any retention bonus in excess of 10% of employee compensation unless there is no reasonable opportunity to consult with Buyer regarding such increase without material risk of the employee leaving employment within Seller or any of Seller's Subsidiaries or any other affiliates of with Seller; (dxi) not terminate consult with Buyer prior to offering employment to any person with compensation in excess of $90,000 per year, unless there is no reasonable opportunity to consult with Buyer regarding such offer of employment without material risk of the potential employee accepting employment of any Employee (as defined in the first sentence of Section 6.01(a))elsewhere; (exii) not encourage issue, redeem, sell, or otherwise act transfer any membership interests, shares of capital stock, or any other interest in Seller, or enter into, amend, or terminate any voting trusts, proxies, voting agreements or other agreements or understandings with respect to cause the voting or transfer of any Employee not to accept any offer membership interests, shares of employment by Purchaser made pursuant to Section 6.01 hereofcapital stock, or other interest in Seller; (fxiii) not change cause or consent to, as applicable (1) the base salaries termination, expansion, contraction, or bonus programs creation of any Employee HOAs or establish a bonus plan metropolitan, local improvement, business, or other special districts or authorities that include or would include any new employee benefits of the Real Property, (2) the rezoning, annexation, or condemnation of any Real Property, or (3) the modification, suspension, revocation, expiration, termination, or violation of any Permits for any Employee without Purchaser's prior written approvalthe Business or Purchased Assets; (gxiv) continue with respect to provide Purchaser each Controlled HOA board of directors and ACC board (each, an “HOA Board”), at the request of Buyer, coordinate with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser Buyer prior to the Effective DateClosing Date to qualify and transition any such board of director seat from a Seller or Seller Affiliate representative (a “Seller HOA Representative”) to a Buyer representative (a “Buyer HOA Representative”). If requested by Buyer, each such Seller HOA Representative shall resign, effective as of the Closing Date and Seller shall cause a board meeting of each affected HOA Board to be scheduled on or around the Closing Date to accept the resignation of each Seller HOA Representative and appoint each Buyer HOA Representative; (hxv) use Seller's best efforts to secure and preserve good and marketable title Make Available all Due Diligence Materials in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleaccordance with this Agreement; (ixvi) terminate send updated Disclosure Schedules to Buyer within two (2) Business Days after any license rights held by material changes thereto, including within two (2) Business Days after the closing or execution of any Seller Subsidiary Purchase Contracts or any other affiliate of Seller with respect to any of the Purchased AssetsSale Contracts; and (jxvii) terminate not take any action that would cause any of the changes, events or cause conditions described in Section 5(g) to be released or expunged all Encumbrances on any Purchased Assetsoccur.

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between From the date hereof of this Agreement and until the earlier of the Closing Date and the Closing Datedate on which this Agreement is terminated pursuant to Section 9.01, it will (except as Purchaser otherwise agrees required by this Agreement or the other Transaction Documents, and except as set forth on Schedule 6.01, Corning and TDCC shall use commercially reasonable efforts, in its sole discretiona manner consistent with past practice, which as to clause (d) below will not unreasonably be withheld): cause their respective Representatives, the JV Entity and the JV Subsidiaries to, (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any conduct the business of the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, JV Entity and the Storage Products Business JV Subsidiaries in the ordinary course and in all material respects consistent with Seller's past practice practice; (taking into account b) preserve intact in all material respects the sale business organization, assets, operations and permits of the Business Assets contemplated hereby JV Entity and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; the JV Subsidiaries; (c) not transfer refrain from incurring, assuming, guaranteeing, prepaying or otherwise becoming liable for any Employee new indebtedness for borrowed money (as defined directly, contingently or otherwise), other than the New Debt or in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; ordinary course consistent with past practice; (d) not terminate maintain and preserve the employment relationships and goodwill with customers and suppliers of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to JV Entity and the opportunity to meet JV Subsidiaries and interview each Employee for with others having business dealings with the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub JV Entity and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleJV Subsidiaries; (i) terminate maintain and preserve any license rights held by any Seller Subsidiary accounts payable and accounts receivable owing between the JV Entity or any other affiliate of Seller with respect to any of the Purchased AssetsJV 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 (f) refrain from (i) 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 activities other than activities relating to the formation of such Person and , as applicable, the Transactions; or (jy) terminate 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) and (iii). From the date of this Agreement and until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.01, Corning shall not, and shall cause its Affiliates not to, directly or indirectly, (A) sell, pledge or dispose of, or grant any Encumbrance on or permit any Encumbrance to be released exist on, the Xxxxxxx XX Shares; (B) authorize the sale, pledge or expunged all Encumbrances on disposition of, or the granting or placing of any Purchased AssetsEncumbrance on, the Xxxxxxx XX Shares; or (C) announce an intention, enter into any formal or informal agreement, or otherwise make a commitment, to take any of the actions specified in the foregoing clauses (A) and (B).

Conduct of Business Prior to the Closing. Seller covenants and agrees thatExcept as required by this Agreement or as set forth on Schedule 5.1 of the Disclosure Schedules, between the date hereof of this Agreement and the Closing Date, it will unless the Buyer shall otherwise provide its prior written consent (except which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall, and shall cause the Acquired Entity and the Purchased Subsidiaries to, conduct the Business only in the ordinary course of business, and the Seller shall, and shall cause the Acquired Entity and the Purchased Subsidiaries to, use their respective commercially reasonable efforts to preserve intact their business organization and the present commercial relationships with key Persons with whom the Seller, the Acquired Entity and the Purchased Subsidiaries deal in connection with the conduct of the Business in the ordinary course. Except as Purchaser otherwise agrees required by this Agreement or as set forth on Schedule 5.1 of the Disclosure Schedules, between the date of this Agreement and the Closing Date, without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall cause the Acquired Entity and each of the Purchased Subsidiaries not to, in its sole discretion, which as to clause (d) below will not unreasonably be withheld):connection with the Business: (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of the Business Assets or permit any Seller Subsidiary Acquired Entity Equity Interests or any interest therein, other affiliate of Seller to do sothan any Permitted Encumbrances; (b) conductsell, at Seller's expensetransfer, the Storage Products Business in the ordinary course and consistent with Seller's past practice encumber or otherwise dispose (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunderwhether by leasing, transferring, assigning, allowing to lapse or abandoning) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage assets, properties or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs business of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assets.Acquired

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between From the date hereof until the Closing or earlier termination of this Agreement in accordance with ARTICLE 11, except as otherwise expressly provided in this Agreement or the Assignment and Assumption Agreements, the Advisor shall, and Advisor Parent shall cause the Advisor and the Closing Dateother Advisor Parties, as applicable, to: (i) conduct the business of the Advisor in all material respects and the business of any other Advisor Party in all material respects as it will relates to the Business Assets, in each case, in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreement and the Property Management Agreement; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to HTI and its Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of the Target Companies or the Business Assets. Without limiting the generality of the foregoing, except as Purchaser otherwise agrees in its sole discretioncontemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of HTI (which as to clause (d) below will consent shall not be unreasonably be withheld):, conditioned or delayed), the Advisor shall not, and Advisor Parent shall cause the Target Companies not to: (a) not sell, lease, encumber, transfer, assign, convey, license, move, relocate, encumber license or otherwise dispose of (i) any Business Assets other than in the ordinary course of business consistent with past practice or (ii) material properties or assets of any of the Business Assets Target Companies, except in connection with sales of obsolete assets or permit any Seller Subsidiary or any other affiliate of Seller to do sosurplus assets; (b) conductacquire any property, at Seller's expenseplant, the Storage Products Business equipment or other assets from any Person other than in the ordinary course and of business consistent with Seller's past practice (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaserpractice; (c) not transfer amend or terminate any Employee (as defined Identified Contract, other than in the first sentence ordinary course of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Sellerbusiness consistent with past practice; (d) not terminate the employment of fail to timely pay any Employee (as defined account payable in the first sentence ordinary course of Section 6.01(a))business, other than amounts that are subject to dispute in good faith and for which adequate reserves have been made; (e) not encourage take any action or otherwise act fail to cause take any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereofaction, which action or failure would adversely affect HTI’s qualification as a REIT; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or enter into any new employee benefits for any Employee without Purchaser's prior written approvalline of business; (g) continue create, incur, assume or guarantee any indebtedness, make any loans, advances or capital contributions to, or investments in, any other Person (including to provide Purchaser with reasonable access any of its officers, directors, Affiliates, agents or consultants) make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to and maintain the opportunity to meet and interview each Employee for the purpose financial condition of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)another entity; (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all allow the lapse or termination of material policies of insurance unless contemporaneously replaced with comparable policies providing the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possiblesame coverage; (i) terminate change (or permit to be changed) any license rights held by material accounting or Tax procedure, method or practice (including any Seller Subsidiary material method of accounting for Tax purposes) in a manner that would be binding on the Advisor or the Property Manager following the Closing; make, change or revoke (or permit to be made, changed or revoked) any material Tax election in a manner that would be binding on the Advisor or the Property Manager following the Closing; amend any material Tax Return of the Advisor or the Property Manager; change the Tax classification of the Advisor or the Property Manager; enter into any “closing agreement” with any Taxing Authority in a manner that would be binding on the Advisor or the Property Manager following the Closing; settle or compromise any material Tax claim, audit or assessment; surrender any right to claim a material Tax refund; or waive or extend the statute of limitations in respect of any Tax applicable to Advisor, the Property Manager or the Business Assets (other affiliate than pursuant to extensions of Seller time to file Tax Returns obtained in the ordinary course of business); (j) increase in any manner the compensation or benefits of any Employee, accelerate vesting of any benefit or payment to any Employee or pay or otherwise grant any benefit with respect to any Employee, or enter into any contract to do any of the Purchased Assets; andforegoing, in each case other than as set forth on Schedule 5.1(j); (jk) commit to any single or aggregate capital expenditure or commitment in excess of $8,000,000 (on a consolidated basis); (l) except as required to consummate the transactions pursuant to this Agreement and the Transaction Documents, acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof; (m) cancel any debts or waive any claims or rights of relating to the business of the Target Companies or the Business Assets having an individual or aggregate value in excess of $800,000; (n) enter into any lease for real property or assign its rights under, amend or terminate any lease with respect to real property; (o) issue, sell, pledge, encumber or grant any equity interests of any of the Target Companies, or any securities or rights convertible into, exchangeable for or evidencing the right to subscribe for any equity interests of any of the Target Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity interests of any of the Target Companies or any securities or rights convertible into, exchangeable for or evidencing the right to subscribe for, any equity interests of any Target Company or any other securities in respect of, in lieu of, or in substitution for, the equity interests of any Target Company; (p) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any equity interests of any Target Company or declare or pay any dividends or make any other distribution to the direct or indirect equityholders of any Target Company; (q) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against it or relating to the Target Companies or the Business Assets, other than any such settlement or compromise that involves solely payment of money damages in an amount not in excess of $800,000 individually or $1,600,000 in the aggregate that is paid prior to the Closing; provided, however, for the avoidance of doubt, that none of the Advisor Parties nor any of their Subsidiaries shall agree to, or shall settle, any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Advisor or the Business Assets; (r) enter into a collective bargaining agreement or any other agreement with a union, works council or other labor organization; (s) hire or terminate any executive officer or director of any Employer or the Advisor other than (i) a termination for cause or (ii) due to role elimination, enter into any transaction or any contract with any Employee, or promote or appoint any Person to a position of executive officer or director of the Advisor or Employer; in each case other than (w) as set forth on Schedule 5.1(s), (x) in the ordinary course of business, (y) to replace any departing officer, employee or director or (z) if such executive officer or director’s employment or service can be terminated upon not more than 30 days’ notice or without payment in excess of $500,000; (t) make or authorize any change in its Organizational Documents; (u) abandon, encumber, assign, convey title (in whole or in part), exclusively license or grant any right or other licenses to Intellectual Property; (v) take, or agree or otherwise commit to take, or cause Advisor or the Property Manager to take or to agree or otherwise commit to take, any action that would reasonably be released expected to, individually or expunged all Encumbrances on in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; or (w) take, or agree or otherwise commit to take, any Purchased Assetsof the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in ARTICLE 8.

Conduct of Business Prior to the Closing. Seller covenants Except for actions contemplated by this Agreement, and agrees thatas set forth in Section 6.01 of the Disclosure Schedules, between from the date hereof until the earlier of (A) termination of this Agreement in accordance with ARTICLE IX or (B) the Closing, except as consented to in writing by Buyer, Affinity shall (i) conduct the Business in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to maintain and preserve intact Affinity’s current business organization, assets, properties and operations and to preserve the rights, goodwill and relationships of its employees, Providers, Enrollees, suppliers, regulators and others having relationships with the Business, and (iii) use commercially reasonable efforts to maintain relationships with sufficient Providers to permit Buyer to meet the Minimum Network Requirements. Without limiting the foregoing, except as otherwise contemplated by this Agreement or consented to in writing by Buyer, Affinity shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay, discharge or satisfy the Liabilities, Taxes and other obligations of the Business and the Closing DatePurchased Assets which are not in dispute when due in the ordinary course of business consistent with past practice; (c) not make, it will (except as Purchaser otherwise agrees change or revoke any material Tax election; not settle or compromise any material claim or assessment in its sole discretion, which as respect of Taxes; not surrender any right to clause claim a material Tax refund; not amend any material position on a Tax Return; not change any Tax accounting method; not enter into any closing agreement relating to any material Tax; not consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; and not file or prepare any material Tax Return on a basis that is inconsistent with past practice; (d) below will not unreasonably be withheld):defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation in the ordinary course of business consistent with past practice; (ae) perform in all material respects all of its obligations under all Provider Contracts and the Payor Contracts in the ordinary course of business consistent with past practice; (f) except as set forth in Section 6.01(f) of the Disclosure Schedules, comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; (g) other than as set forth in Section 6.01(g) of the Disclosure Schedules, or as required by any Affinity Employee Plan or applicable Law, not (i) enter into, adopt, amend or terminate any Affinity Employee Plan (or any other agreement or arrangement which would be an Affinity Employee Plan if it were in effect as of the date hereof); (ii) increase the value or amount, or accelerate the receipt of, any compensation or benefits of any of its employees, directors, or officers; or (iii) increase or alter the Affinity Employee Payables; (h) without limitation to Section 4.05(g), not enter into, amend, assign, terminate, fail to renew or waive or release any material rights under any Material Contract, Real Property Lease or labor agreement, collective bargaining agreement or similar labor related agreement, except (i) for such immaterial amendments as may from time to time be required by the Governmental Authority having jurisdiction thereover, except as otherwise set forth in Section 6.01(h)(i) of the Disclosure Schedules or (ii) as set forth in Section 6.01(h)(ii) of the Disclosure Schedules; (i) not take any action intentionally that would render, or that may reasonably be expected to render, any representation or warranty made by it in this Agreement untrue or inaccurate at the Closing; (j) not enter into any Contract to support a community initiative or non-Affiliate non-profit corporation or similar entity or charitable endeavor that would create any obligation on Buyer; (k) not (i) incur or otherwise acquire, or modify in any material respect the terms of, any Indebtedness for borrowed money or assume, guarantee or endorse or otherwise become responsible for any such Indebtedness of any Person, make any loans, advances or capital contributions to, or investments in, any other Person or issue or sell any debt securities or calls, options, warrants, or other rights to acquire any debt securities of Affinity, enter into any “keep well” or Contract to maintain any financial statement condition of another Person or enter into any arrangement (including any capital lease) having the economic effect of the foregoing; or (ii) redeem, repurchase, prepay, defease or cancel any Indebtedness for borrowed money, other than (1) as required in accordance with its terms or expressly required by this Agreement or (2) in the ordinary course of business consistent with past practice; (l) not sell, transfer, assign, conveylease, license, movemortgage, relocatepledge, encumber encumber, allow to lapse, incur any Encumbrance on (other than a Permitted Encumbrance), or otherwise dispose of of, or agree to do any of the Business foregoing with respect to, any of the Purchased Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; except (bi) conduct, at Seller's expense, the Storage Products Business in the ordinary course and of business consistent with Seller's past practice, (ii) pursuant to Contracts in force on the date of this Agreement and made available to Buyer prior to the date hereof, or (iii) such dispositions of assets no longer used in the ordinary course of business consistent with past practice (taking into account the sale of Affinity’s’ business as conducted as of the Business Assets contemplated hereby and Seller's date of this Agreement; (m) not make or authorize any payment of, or commitment for, capital expenditures in excess of Two Million Dollars ($2,000,000) in the aggregate, except those budgeted for in a budget made available to Buyer prior to the date hereof; (n) not change any material financial accounting methods, practices, policies or elections from those utilized in the preparation of the Audited Financial Statements, other agreements hereunder) except for than any such actions of Seller changes as may be required by Applicable Accounting Principles; (o) except as set forth on Section 6.01(o) of the Disclosure Schedules, not commence or settle any Action relating to the Business, the Purchased Assets 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 will not create any material obligation on behalf of Buyer following the Closing; (p) not cancel, amend, compromise, terminate, release or waive any material debts, rights or claims relating to the Business or the Purchased Assets; (q) not conclude of or agree to any corrective action plans, consents, decrees, actions or Orders, other than in the ordinary course of business consistent with past practice; (r) not adopt any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against Affinity under any similar Law; (s) not purchase or otherwise acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any property, material asset, corporation, partnership, joint venture, limited liability company or other business organization or division or material assets thereof for which the aggregate consideration paid or payable in the aggregate is in excess of One Million Dollars ($1,000,000); (t) not (i) enter into any transaction with any Affiliate of Affinity, any officers or directors of Affinity (or any of their respective Affiliates), or any FQHC Member (or any of their respective Affiliates) or (ii) amend, assign, terminate, or waive or release any material rights under any existing transactions or agreements with any Affiliate of Affinity, any officers or directors of Affinity (or any of their respective Affiliates) or any FQHC Member (or any of their respective Affiliates), including any Provider Contracts with any FQHC Member (or any of their respective Affiliates); (u) not allow to lapse any existing policy of insurance relating to the Business or the Purchased Assets; (v) not make material loans, advances or capital contributions to, or material investments in, any Provider, except as required by applicable Law; and (w) not enter into a Contract, commitment or arrangement to do any of the foregoing or that would materially impair its ability to consummate the transactions contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in accordance with the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 terms hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assets.

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between the date hereof and the Closing Date, it will (except as Purchaser otherwise agrees in its sole discretion, which as to clause (d) below will not unreasonably be withheld): (a) Except as (x) required by applicable Law, (y) expressly contemplated by this Agreement or the Transaction Agreements (including the Reorganization) or (z) as set forth on Schedule 7.01 of the Seller Disclosure Schedules, and except for any COVID-19 Measures, from the date of this Agreement through the Closing, unless Buyer otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), Seller shall cause BSAI and Acquired Companies to use commercially reasonable efforts to (i) conduct the Business in all material respects in the ordinary course and (ii) solely with respect to matters pertaining to the Business, preserve intact in all material respects the Business and maintain relationships with key employees, Material Customers, lenders, suppliers, vendors, regulators and other material business relationships with respect to the Business (it being understood and agreed that Seller shall not be required to make any concessions that adversely impact the Retained Business in connection therewith). (b) Except as (x) required by applicable Law, (y) expressly contemplated by this Agreement or the Transaction Agreements (including the Reorganization) or (z) as set forth on Schedule 7.01 of the Seller Disclosure Schedules from the date of this Agreement through the Closing, unless Buyer otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), from the date of this Agreement through the Closing, Seller shall cause BSAI and the Acquired Companies to refrain from taking any of the following actions, in each case solely with respect to the Business: (i) (A) amend the organizational documents of any Acquired Company; (B) split, combine, subdivide or reclassify its outstanding shares of capital stock, (C) enter into any agreement with respect to the voting of its capital stock or (D) purchase, repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible or exchangeable into or exercisable for any shares of its capital stock; (ii) enter into any new line of business or make any material change in the Business; (iii) (A) sell, transfer, assign, conveyencumber, pledge, lease, license, move, relocate, encumber exchange or otherwise dispose of (1) any Equity Interest or voting securities of any Acquired Company or (2) other than the Business Assets sale of inventory or permit the sale of any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business vehicle in the ordinary course and of business (provided, that, Seller shall continue in the ordinary course of business to replace sold vehicles as necessary to maintain the fleet of vehicles for the Business consistent with Seller's past practice the standard contemplated by Section 7.01(a)), any Transferred Asset or asset of any Acquired Company, that is, in the case of this clause (taking into account 2), material to the sale Business (each such Transferred Asset or asset, a “Material Business Asset”) or (B) mortgage, grant, pledge, create or otherwise incur any Lien, other than a Permitted Lien, on any Equity Interest or Material Business Asset (in each case, other than with respect to Intellectual Property); (iv) (A) sell, assign, transfer, license, abandon, allow to lapse or expire, otherwise dispose of or grant any rights in any Transferred Owned Intellectual Property (other than nonexclusive licenses granted to third Persons in the ordinary course of business or with respect to immaterial or obsolete Intellectual Property) or (B) disclose any material Trade Secret included in the Transferred Owned Intellectual Property to any other Person (other than in the ordinary course of business to a person bound by sufficient written confidentiality obligations); (v) incur any Indebtedness (excluding, for the avoidance of doubt, accounts payable), or assume, grant, guaranty or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances, in each case, other than (A) in the ordinary course of business under the Existing Credit Agreements, (B) that will be settled or repaid in full, or canceled, released or terminated, at or prior to Closing or (C) Indebtedness described in any of clauses (e), (f) or (g) of the Business Assets contemplated hereby and definition thereof; (vi) issue or sell any Equity Interests of any of the Acquired Companies (other than to BSAI or another wholly-owned Subsidiary of Seller's ); (vii) other agreements hereunderthan as required by the terms of any Employee Benefit Plan or by applicable Law, including any COVID-19 Measures, (A) except for such actions establish, adopt or amend any Employee Benefit Plan (other than any adoption or amendment that applies generally to all eligible employees of Seller as may be contemplated and its Affiliates and does not result in any increase in cost to the Acquired Companies), (B) accelerate, increase or grant any new compensation or benefits to any Business Employee other than (1) increases in base salary or hourly wages in the ordinary course of business for any Business Employee with a title below Branch Manager and (2) base compensation and benefits to new hires below the level of a Managerial Employee (defined below) in the ordinary course of business that are not otherwise prohibited by this Agreement and that do not include any guaranteed bonuses or agreed severance payments or benefits or (C) take any action to by Purchaser in a writing signed by Purchaserfund or secure the payment of any compensation or benefits under any Assumed Benefit Plan; (cviii) not transfer any Employee (as defined in the first sentence of Section 6.01(a)A) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Business Employee with a title of Branch Manager and above (a “Managerial Employee”), other than for cause (as determined by Seller) or (B) hire or promote any Managerial Employee (or any employee who would be a Managerial Employee if employed on the date hereof), other than to fill any vacancy; (ix) change the title, position or duties of any Managerial Employee or transfer or reallocate the employment or services of Business Employees to a business of Seller or any of its Affiliates, or change the title, position or duties or transfer or reallocate the employment or services of any employee of Seller and its Subsidiaries who is not a Business Employee to the Business if such change, transfer or reallocation would result in such employee becoming a Business Employee; (x) other than as defined required by Law, grant recognition to any labor union or enter into, modify, amend, or terminate any collective bargaining agreement; (xi) enter into, amend in any material respect, terminate or waive performance of any material terms under, any Material Contract, Transferred Lease or Acquired Company Lease (or any Contract that would have been required to be listed as a Material Contract had such Contract been entered into prior to the date of this Agreement), other than in the ordinary course of business and, in the case of terminations, other than any termination of any Material Contract, Transferred Lease or Acquired Company Lease occurring pursuant to the terms thereof; (xii) enter into any settlement or agreement to settle or release with respect to any Action against the Business, other than (A) settlements or agreements to settle or releases in the ordinary course of business that involve only the payment of money damages without ongoing limits on the conduct or operation of the Business and results in a full release of such claim, (B) settlements that result in the payment of liabilities not in excess of $500,000 or (C) settlements that result in payments of liabilities that are specifically identified and reserved against in the Financial Statements; (xiii) other than (A) capital commitments and expenditures contemplated by the budget of the Business made available to Buyer on or prior to the date hereof or (B) capital expenditures made during the first sentence quarter of Section 6.01(a)Seller’s 2022 fiscal year, provided that such capital expenditures during such quarter do not exceed an amount equal to one hundred ten percent (110%) of the quarterly average amount of capital expenditures made for the four (4) previous fiscal quarters, undertake or commit to make any capital expenditures for which the aggregate consideration paid or payable in any individual transaction is in excess of $1,000,000 or in the aggregate in excess of $2,500,000; (xiv) declare, issue, make or pay, or set a record date for or set aside payment for any dividend or other distribution of assets (in each case, other than dividends or distributions of Cash prior to the Adjustment Time); (exv) not encourage sell, encumber, mortgage, lease, license or otherwise act to cause any Employee not to accept any offer dispose of employment by Purchaser made pursuant to Section 6.01 hereofthe Owned Real Property or sublease or license the Leased Real Property except in the ordinary course of business; (fxvi) not change other than any trade credit in the base salaries ordinary course of business, loan, advance any funds or bonus programs make any capital contribution to any Person in excess of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalde minimis amounts; (gxvii) continue to provide Purchaser with cancel, modify, reduce or terminate any insurance policy without entering into a comparable replacement insurance policy on commercially reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)terms; (hxviii) use Seller's best efforts implement or adopt any change in its methods of accounting, except as may be appropriate to secure and preserve good and marketable title conform to changes in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary statutory or any other affiliate of Seller regulatory accounting rules or GAAP or regulatory requirements with respect thereto; (xix) (A) make, change or revoke any material Tax election of KKAC or ALKC, (B) change an annual accounting period of KKAC or ALKC or change (or make a request to any Tax authority to change) any aspect of the Purchased Assets; and a method of accounting for Tax purposes, (jC) terminate prepare or cause to file any Tax Returns of KKAC or ALKC in a manner which is inconsistent with past practices (unless otherwise required by applicable Law), (D) enter into any Tax sharing, closing, or similar agreement in respect of any Taxes that will be released binding on KKAC or expunged all Encumbrances ALKC after Closing, or (E) obtain or request any Tax ruling that will be binding on any Purchased Assets.KKAC or ALKC after closing;

Conduct of Business Prior to the Closing. Seller covenants and agrees thatExcept as described in Schedule 7.1, between as required by applicable Laws or by a Governmental Entity or to the extent Buyer otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date hereof 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 DateTransferred Business, it will (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 foregoing, and, except as Purchaser otherwise agrees contemplated in its sole discretionthis Agreement or as described on Schedule 7.1 or as required under applicable Laws or by any Governmental Entity, which as until the Effective Time, without the prior written consent of Buyer (such consent not to clause (d) below be unreasonably withheld, conditioned or delayed), Seller will not unreasonably be withheld):not: (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) sell, transferlease (as lessor), assign, convey, license, move, relocate, encumber transfer or otherwise dispose of any of the Business Assets Acquired Assets, other than immaterial assets and assets (including Inventories) used, consumed or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business replaced in the ordinary course and of business consistent with Seller's past practice (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by PurchaserGood Utility Practices; (c) not transfer modify, amend or voluntarily terminate or permit to lapse, prior to the respective expiration date of any Employee (as defined in of the first sentence of Section 6.01(a)) to any other division or position of employment within Seller 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 Subsidiaries ’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 affiliates businesses or service territories of Seller;Seller or its Affiliates. (d) not terminate except as otherwise required by the employment terms of the Collective Bargaining Agreement, (i) solicit, hire or transfer any Employee (as defined 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 first sentence ordinary course of Section 6.01(a)business consistent with past practices, (ii) increase salaries or wages of Employees prior to the 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 Collective 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) take any action prior to the 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) take any action prior to the 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 business consistent with Good Utility Practices and for immaterial variances in the periods in which such expenditures are made, or (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 encourage or otherwise act to cause any Employee not to accept any offer of employment covered by Purchaser made pursuant to Section 6.01 hereofinsurance); (f) not change Except as otherwise permitted or contemplated by this Section 7.1, enter into any Contract primarily relating to the base salaries Transferred Business that provides for future expenditures by Seller of $250,000 or bonus programs more per annum or $500,000 or more in the aggregate over the term of any Employee such Contract, unless terminable without penalty or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalpremium upon no more than 60-day notice; (g) continue make material changes to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior management personnel relating to the Effective Date)Transferred Business without prior consultation with Buyer; (h) use Seller's best efforts make any material change in the level of Inventories customarily maintained by Seller with respect to secure the Transferred Business, other than in the ordinary course of business and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleconsistent with Good Utility Practices; (i) terminate fail to maintain the VA Distribution Business in a state of repairs and conditions consistent with the requirements and normal conduct of Seller’s business and Good Utility Practices; (j) consent to any license rights held material modifications of Transferred Contracts or material changes in courses of dealing with the Virginia Commission in respect of the operations of the Transferred Business or the Acquired Assets, except as required by any Seller Subsidiary applicable Law to obtain or any other affiliate renew Transferable Permits or agreements in the ordinary course of business consistent with Seller’s past practices and Good Utility Practices; (k) fail to maintain the insurance policies set forth on Schedule 5.9, or policies comparable thereto, with respect to the Acquired Assets with financially responsible insurance companies (or if applicable, self insure), insurance in such amounts and against such risks and losses as are consistent with past practices and customary for companies of the size and financial condition of Seller that are engaged in businesses similar to the Seller’s VA Distribution Business; (l) other than in the ordinary course of business, amend in any material respect, breach in any material respect, terminate or allow to lapse or become subject to default in any material respect or subject to termination, any Transferable Permit material to the 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 practice 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; (n) with respect to the Transferred Business, change, in any 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 the books and records of the Transferred Business are maintained; (o) accept a letter of credit, surety bond or similar instrument as security for the performance of any obligation which may be completed by Buyer unless such letter of credit, surety bond or similar instrument permits Buyer to draw thereunder following the Effective Time; or (p) except as otherwise provided herein, enter into any Contract with respect to any of the Purchased Assets; and matters described in the foregoing paragraphs (ja) terminate or cause to be released or expunged all Encumbrances on any Purchased Assetsthrough (o).

Conduct of Business Prior to the Closing. Seller covenants and agrees thatExcept as disclosed on Schedule 4.7, between from the date hereof and until the Closing DateClosing, it will the Seller shall conduct the Business in the ordinary course of business consistent with past practices in all material respects. Without limiting the generality of the foregoing, except (except i) as disclosed on Schedule 4.7, (ii) as required by applicable Laws, (iii) as expressly permitted by the terms of this Agreement (including the CCCT Tank Repairs) or (iv) as agreed in writing by the Purchaser otherwise agrees in its sole discretion, (which as to clause (d) below consent will not be unreasonably be withheld):withheld or delayed), the Seller shall: (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any refrain from amending the Organizational Documents of the Seller in a manner that would reasonably be expected to materially and adversely impact the Business or the Purchased Assets or permit any Seller Subsidiary or any other affiliate the consummation of Seller to do sothe transactions contemplated by this Agreement; (b) conductexcept as it may relate to a Casualty Event or the CCCT Tank Repairs, at Seller's expense, maintain the Storage Products Business properties and assets included in the ordinary course and Purchased Assets in a manner consistent with Seller's the past practice (taking into account the sale practices of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser Business, in a writing signed by Purchaserall material respects; (c) not transfer refrain from incurring, assuming or guaranteeing any Employee Indebtedness secured by Liens on Purchased Assets (other than Liens that will be terminated as defined in of the first sentence of Section 6.01(aClosing)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate refrain from (i) creating or otherwise incurring any Lien on any Purchased Asset other than Permitted Liens or Liens that will be terminated as of the employment of Closing or (ii) entering into any Employee (as defined Contract other than in the first sentence ordinary course of Section 6.01(a))business for amounts less than $150,000; (e) not encourage use its commercially reasonable efforts to preserve and maintain all Assigned Licenses required for the conduct of the Business as currently conducted or otherwise act to cause any Employee not to accept any offer the ownership and use of employment by Purchaser made pursuant to Section 6.01 hereofthe Purchased Assets; (f) not change pay the base salaries or bonus programs debts, Taxes and other obligations of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalthe Business incurred in the ordinary course of business and associated with the Purchased Assets; (g) continue to provide Purchaser in full force and effect insurance policies that are in the aggregate materially consistent with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation Insurance Policies set forth on Section 2.14 of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken Disclosure Schedule, except as required by Purchaser prior to the Effective Date)applicable Law; (h) use Seller's best efforts to secure and preserve good and marketable title perform in Seller's name all material respects, its obligations under all Assigned Contracts in and to all a manner consistent with past practices of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible;Business; and (i) terminate any license rights held by any maintain in all material respects the Assigned Books and Records in accordance with the past practices of the Business. Notwithstanding the other provisions of this Section 4.7, from the date hereof until the Closing, the Seller Subsidiary or any other affiliate of Seller may take commercially reasonable actions with respect to any emergency situations; provided that the Seller must provide the Purchaser with prompt written notice of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assetssuch actions taken.

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between From the date hereof and until the Closing DateClosing, it will (except as Purchaser otherwise agrees provided in its sole discretionthis Agreement or consented to in writing by the Buyer (which consent shall not be unreasonably withheld or delayed), which as to clause (d) below will not unreasonably be withheld): the Seller shall (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of conduct the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business in the ordinary course and consistent with Seller's past practice and in compliance in all material respects with applicable Law; (taking into account the sale of b) use commercially reasonable efforts to maintain and preserve intact the Business Assets contemplated hereby Assets, relationships with third parties and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; goodwill; and (c) not transfer notify the Buyer of the occurrence of any Employee (material event with respect to the Business as defined in soon as reasonably practicable. Without limiting the first sentence of Section 6.01(a)) to any other division or position of employment within foregoing, from the date hereof until the Closing Date, the Seller or any of Seller's Subsidiaries or any other affiliates of Seller;shall: (di) not terminate the employment of sell, assign or encumber any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (iii) not modify, amend or terminate any license rights held Business Contract that during the twelve (12) month period prior to the date of this Agreement involved, or during the twelve (12) month period following the date of this Agreement is reasonably expected to involve, payments by any or to the Seller Subsidiary aggregating in excess of $[****] during such twelve (12) month period; (iii) not change or any other affiliate modify the pricing of Seller with respect to any of the Purchased Products; (iv) not change any promotional allowances, discounts or other coupons offered to its customers related to the Products; (v) not change any advertising, marketing or promotional materials related to the Products; (vi) pay the debts, Taxes and other obligations of the Business when due, including payment of any royalty or license payments due to any third parties; (vii) maintain the properties and assets included in the Business Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (viii) preserve and maintain all of the Acquired Intellectual Property; (ix) preserve and maintain all of the Non-US IP consistent with past practice; (x) continue in full force and effect without modification all insurance policies, except as required by applicable Law; (xi) defend and protect the properties and assets included in the Business Assets from infringement or usurpation; (xii) perform all of its obligations under all Business Contracts; (xiii) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Business Assets; and (jxiv) terminate not take or permit any action that would cause any of the changes, events or conditions described in this Section 6.1 to be released or expunged all Encumbrances on any Purchased Assetsoccur.

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between From the date hereof and of this Agreement until the Closing DateClosing, it will (except as Purchaser otherwise agrees provided in this Agreement or consented to in writing by ASI, Sellers will operate or cause the Specialty Plastics Business to be operated in the ordinary course consistent in all material respects with past practice, and each Seller will use its sole discretioncommercially reasonable efforts to keep available to Sellers the services of its Employees and preserve for Sellers its relationships with suppliers and customers of the Specialty Plastics Business. Without limiting the generality of the foregoing, which as to clause (d) below will not unreasonably be withheld):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 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 Specialty Plastics Business as of the date hereof; (vi) maintain its system of internal accounting controls. (b) Without the prior written consent of ASI (which consent shall not be unreasonably delayed, conditioned or withheld), Sellers shall not (i) waive, amend, supplement, terminate or cancel any Sold Contract or relinquish any rights thereunder other than in the ordinary course of business consistent with past practice; (ii) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money; (iii) sell, assign, transfer, assign, convey, license, move, relocate, encumber lease or otherwise dispose of any of the Business Assets or permit any Seller Subsidiary or any Sold Assets, other affiliate than the sale of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business inventory in the ordinary course and of business consistent with Seller's past practice practice; (taking iv) grant to its Employees any increases in compensation or benefits, other than in the ordinary course of business consistent with past practice; (v) enter into account any employment agreement with any individual with regard to the sale Specialty Plastics Business; (vi) 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 Business Assets contemplated hereby Sold Assets; (viii) acquire any assets outside of the ordinary course of business consistent with past practice; (ix) amend, modify or otherwise change the terms of any existing agreement to accelerate the payments due thereunder or accelerate the collection of any Accounts Receivable, other than in the ordinary course of business; (x) delay the payments of any accounts payable, other than in the ordinary course of business; and Seller's other agreements hereunder(xi) except for such actions enter into any agreement to do any of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser;the foregoing (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to Sellers will provide Purchaser 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 opportunity documents books and records relating to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon Specialty Plastics Business, to the consummation extent necessary to enable Buyers to make a thorough investigation of the sale and transfer Specialty Plastics Business, to make a physical examination of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Sold Assets, free to conduct reasonable environmental examinations (except that neither Buyer nor any of all material Encumbrancestheir respective representatives may conduct any environmental sampling or testing without the prior written consent of Ferro), and to cause the conditions to Closing set forth examine documents, books and records; provided that such access does not interfere in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller material respect with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assetssuch Seller’s normal business operations.

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 covenants and agrees thatDisclosure Schedule, between the date hereof and the Closing Date, it will (except as Purchaser otherwise agrees in its sole discretion, which as to clause (d) below will not unreasonably be withheld):: (a) not Seller shall (i) conduct the 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 those of present Employees and consultants of Seller and their Affiliates who are integral to the operation of the Business and (iv) use commercially reasonable efforts to preserve their present relationship with customers, suppliers, Governmental Authorities, distributors, creditors, lessors, Employees and other Persons with whom Seller or the Business has significant business relations; and (b) Seller shall not: (i) modify or amend the bylaws or articles of incorporation of Seller in any manner that would have an adverse effect on such Person’s ability to carry out its respective obligations under, and to consummate the transactions contemplated by, this Agreement or the Ancillary Agreements; (ii) transfer, sell, transfer, assign, conveylease, license, movemortgage or otherwise encumber or subject to any Lien, relocateabandon, encumber allow to lapse, fail to maintain or otherwise dispose of any Assets, other than, for the avoidance of the Business Assets or permit any Seller Subsidiary or any other affiliate doubt, (A) sales of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business funded Residential Mortgage Loans in the ordinary course and of business consistent with Seller's past practice and (taking into account the sale B) sales of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed mortgage servicing rights with respect to by Purchaser in a writing signed by PurchaserResidential Mortgage Loans funded prior to Closing; (ciii) not transfer incur any Employee indebtedness for borrowed money except with respect to advances under the Existing Financing Facilities that constitute Retained Liabilities; (as defined iv) defer, delay or postpone the payment or funding of any accounts that would constitute Assumed Liabilities, other than in the first sentence ordinary course of Section 6.01(a)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 knowingly violate, in any material respect, the terms of, any Material Contract, other than amendments to the Existing Financing Facilities entered into in the ordinary course of business consistent with past practice; (vi) enter into a Contract that would be a Material Contract if entered into prior to the date hereof; (vii) enter into any other division Contract or position consummate any transaction with Shareholder or any current or former Affiliate, director, officer, manager or employee of employment within Seller or any of Seller's Subsidiaries its Affiliates (nor any spouse or child of any of such Persons, or any other affiliates trust, partnership or corporation in which any of Sellersuch Persons has a material economic interest) or modify or amend the terms of any item set forth on Section 3.15 of the Seller Disclosure Schedule in any manner adverse to the Business; (dviii) not terminate (A) acquire, purchase, license or 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 employment sale of any Employee (as defined mortgage servicing rights with respect to Residential Mortgage Loans funded prior to Closing in the first sentence ordinary course of Section 6.01(a))business consistent with past practice; (eix) not encourage or otherwise act to cause enter into any Employee not to accept any offer new line of employment by Purchaser made pursuant to Section 6.01 hereofbusiness that would comprise part of the Business; (fx) not change grant or announce any increase in the base salaries salary, bonus or bonus programs of other benefits payable or provided by Seller to any Business Employee or establish a bonus plan (including officers), other than (A) as required by Law or any new employee benefits for any CBA or Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation Plan existing as of the sale and transfer of date hereof or (B) at any time following the Business Assets to Purchaser and Sub and the other transactions contemplated hereby fifth (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser 5th) day prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business AssetsClosing, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller 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 Employee 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 employment management or consulting agreement with any Person if such agreement would constitute an Assumed Contract or Assumed Liability; (xiii) (A) hire, promote or offer to hire, or promote any officer, Employee or consultant who provides services to 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 Purchased Assetsapplicable employees, or (C) encourage any officer, Employee or consultant who provides services to the Business to resign from or terminate his or her relationship with Seller, in the case of each of (A), (B) and (C), other than as expressly contemplated by this Agreement; (xiv) (A) pay, settle, discharge or satisfy any Liabilities arising other than in the ordinary course of business or any Action at a cost in excess of $50,000 in any one case or $100,000 in the aggregate or pursuant to terms that impose any 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 operations of the Business; (xv) fail to make any material notifications, reports or other filings or take any steps necessary to comply with applicable Laws in all material respects and to maintain, in good standing, all material Permits; (xvi) change in any material respect (A) the regulatory, investment or risk management or other similar policies of Seller or (B) the 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 Seller except to the extent Seller determines that such changes are reasonably necessary to comply with Applicable Requirements; (xvii) fail to cause the coverage provided by the insurance policies listed on Section 3.14 of the Seller Disclosure Schedule to remain in effect in all material respects; (xviii) make any change in any method of accounting or accounting practice or policy, except as required by US GAAP, or any change in Tax accounting methods or Tax practices or elections, except as required by applicable Law; and (jxix) terminate authorize, or cause commit or agree to be released or expunged all Encumbrances on take, any Purchased Assetsof the foregoing actions.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, between except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date hereof of this Agreement to the Closing, the Seller shall, and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date of this Agreement and the Closing DateClosing, it will without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as Purchaser otherwise agrees a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in its sole discretion, which as to clause (d) below will not unreasonably be withheldeach case in a manner consistent with the following): (a) not issue, grant, sell, transfer, assignpledge or create any Encumbrance (that will not be removed prior to or at Closing) over, conveyor amend the terms of, licenseany capital stock, movenotes, relocate, encumber bonds or otherwise dispose other securities of any member of the Business Assets or permit Xxxxxx Group, any Seller Subsidiary Transferred JV Interests or any securities convertible into or exchange for any shares of the capital stock or other affiliate equity interests of Seller any member of the Xxxxxx Group or grant or enter into any options, warrants, rights, agreements or commitments with respect to do sothe issuance of the capital stock or other equity interests of any member of the Xxxxxx Group, or amend any terms of any such securities; (b) conductsell, at Seller's expenselease, the Storage Products Business in the ordinary course and consistent with Seller's past practice (taking into account the sale transfer or otherwise dispose of or permit or allow any of the Business material Transferred Assets contemplated hereby and Seller's (whether tangible or intangible) to be subjected to any Encumbrance, other agreements hereunder) except for such actions of Seller as may than Permitted Encumbrances or Encumbrances that will be contemplated by this Agreement released at or agreed prior to by Purchaser in a writing signed by Purchaserthe Closing; (c) not transfer take any Employee action (as defined in including make any settlement of or compromise any Tax liability, change any Tax election (other than an election under Section 301.7701-3 of the first sentence Regulations) or Tax method of accounting or make any new Tax election (other than an election under Section 6.01(a)301.7701-3 of the Regulations) or adopt any new Tax method of accounting; surrender any right to claim a refund of Taxes or consent to any other division extension or position waiver of employment within Seller the limitation period applicable to any Tax claim or assessment) or omit to take any action, in each case outside the ordinary course of Seller's Subsidiaries business, if such action or omission would have the effect of EXECUTION COPY increasing any other affiliates Tax liability with respect to the Business, any member of Sellerthe Xxxxxx Group or Purchaser for any period after the Closing Date; (d) not terminate the employment change any method of any Employee accounting or accounting practice or policy used by Dow (as defined in it relates to the first sentence of Section 6.01(aBusiness)), other than such changes as are required by GAAP or a Governmental Authority; (e) not encourage grant or otherwise act announce any increase in the salaries, bonuses or other benefits payable to cause any Employee not to accept any offer of employment Transferred Employee, other than as required by Purchaser made Law, pursuant to Section 6.01 hereofthe express terms of any Plans as in effect as of the date of this Agreement or other ordinary increases consistent with the past practices; (f) not change grant any rights to retention, severance or termination pay to, or enter into any material new (or materially amend any existing) employment, retention, severance or other agreement or arrangement with any director, officer, employee, agent or consultant of the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalBusiness; (g) continue to provide Purchaser with reasonable access to and implement any plant closing or mass layoff that could implicate the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)WARN Act; (h) use Seller's best efforts fail to secure and preserve good and marketable title in Seller's name in and exercise any rights of renewal with respect to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleany Leased Real Property that by its terms would otherwise expire; (i) terminate discharge, compromise, satisfy, waive or settle, or offer or propose to discharge, compromise, satisfy, waive or settle, any license rights held by Action (i) resulting in an obligation of any Seller Subsidiary or any other affiliate of Seller with respect to any member of the Purchased AssetsXxxxxx Group, to pay more than $1,000,000 in respect of discharging, compromising, satisfying, waiving or settling such Action; andor (ii) in respect of any claim of any member of the Xxxxxx Group to receive any payment of more than $1,000,000 in respect of settling any such Action; or (iii) that is otherwise material to the conduct of the business of the Xxxxxx Group, taken as a whole; (j) permit any member of the Xxxxxx Group to acquire (by merging or consolidating with, or by purchasing the stock or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business organization or any business or division thereof; (k) permit any member of the Xxxxxx Group to incur, create, assume or otherwise become liable for any Indebtedness, or guarantee any Indebtedness of any Person (other than a member of the Xxxxxx Group), except for any Indebtedness, guarantee or responsibility that will be repaid, cancelled or discharged in full prior to the Closing Time; (l) permit any member of the Xxxxxx Group to enter into, renew, extend, materially amend, cancel or terminate any Material Contract or cause agreement which if entered into prior to the date hereof would be released a Material Contract, other than customer or expunged all Encumbrances on supplier contracts in the ordinary course of business consistent with past practice; EXECUTION COPY (m) permit any Purchased Assetsmember of the Xxxxxx Group to enter into any joint venture, jointly owned partnership or other similar joint ownership agreement; (n) abandon, assign or grant any Encumbrance in any material Owned Intellectual Property, other than in the ordinary course of business; (o) provide any material confidential information regarding the Business to any third party, except in the ordinary course of business consistent with past practice; or (p) agree to take any of the actions specified in Sections 5.01(a) – (o). Notwithstanding anything to the contrary in this Agreement, subject to compliance with applicable Law, Dow shall be permitted to declare and pay any dividends or make distributions or cash transfers (including in connection with any “cash sweep” arrangements) prior to the Closing Date.

Conduct of Business Prior to the Closing. Seller covenants and agrees thatExcept as otherwise contemplated by this Agreement or as set forth on Schedule 5.1 of the Disclosure Schedules, between the date hereof of this Agreement and the Closing Date, it will unless the Buyer shall otherwise provide its prior written consent (except as Purchaser otherwise agrees in its sole discretionwhich consent shall not be unreasonably withheld, which as to clause (d) below will not unreasonably be withheld): conditioned or delayed), the Seller shall, and shall cause the Seller Entities and Acquired Entities to, (a) not conduct the Business only in the ordinary course of business consistent with past practice in all material respects, (b) use their respective commercially reasonable efforts to preserve intact the current organization of the Business (subject to the last sentence of this Section 5.1) and the present commercial relationships with the Business Employees and with their customers, suppliers, lenders, regulators and others having commercial relationships with the Business or any Seller Entity, in each case in all material respects, and (c) not, in connection with the Business: (i) sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any assets of the Business Assets or permit any Seller Subsidiary or any Business, other affiliate than (A) immaterial dispositions of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business tangible personal property in the ordinary course and of business consistent with Seller's past practice, (B) Inventory sold or disposed of in the ordinary course of business consistent with past practice, and (C) with respect to Intellectual Property, non-exclusive licenses, covenants not to assert or similar rights granted in the ordinary course of business consistent with past practice; (ii) acquire by merger or consolidation with, or purchase all or a substantial portion of the assets or any equity interests of any corporation, partnership, limited liability company, other business organization or division thereof, other than in the ordinary course of business; (iii) authorize or effect any amendment to or change to the Organizational Documents of the Acquired Entities; (iv) (A) issue or authorize the issuance of any equity interest in the Acquired Entities, grant any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any equity interest in the Acquired Entities, sell or otherwise dispose of any equity interest in the Acquired Entities, or redeem, repurchase or otherwise acquire any equity interest in the Acquired Entities, or (B) encumber any equity interest of the Acquired Entities; (v) enter into or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or recapitalization; (vi) issue, incur, assume, guarantee, or amend any Indebtedness for Funded Debt in an amount greater than $1,000,000; (vii) make any loans, advances (other than routine advances to its employees in the ordinary course of business), or capital contributions to, or investment in, any other Person; (viii) (A) enter into any Material Contract, other than in the ordinary course of business or (B) modify, accelerate, cancel, or terminate any Material Contract, other than in the ordinary course of business; (ix) authorize, or make any commitment with respect to, any capital expenditure in any single facility that is in excess of $[***] million or capital expenditures that are, in the aggregate, in excess of $[***] million; (x) exercise, or fail to exercise, any option to extend any leases related to the Leased Real Property; (xi) (A) settle or compromise any Action (other than an Action related to Tax) other than in the ordinary course of business consistent with past practice or (B) cancel, compromise, release, or waive any claim or right (or series of related claims or rights) in excess of $[***]; (xii) except as otherwise required by any Employee Plan, Contract in place as of the date hereof, or Law or in the ordinary course of business consistent with past practice: (A) grant or issue any material compensation or benefits to the Business Employees, or materially increase the compensation or benefits of the Business Employees; (B) enter into, adopt, amend, or terminate any employment agreement covering any Business Employee with an annual base salary of at least $[***]; (C) enter into, adopt, amend, or terminate any collective bargaining agreement, works council agreement, employee representative agreement, or similar agreements for Business Employees; (xiii) make any change in any method of accounting or accounting practice or policy, except as required by Law or GAAP or a Governmental Authority or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization); (xiv) change or amend its cash management customs and practices (including the collection of receivables, payment of payables, maintenance of inventory control and pricing and credit practices), in each case in a manner that materially impacts the Business; (xv) other than in the ordinary course of business or consistent with past practice and taking into account actual operations, and solely as it primarily relates to the sale Transferred Assets or the Acquired Entities, (A) make or revoke any material Tax election that would bind the Buyer following the Closing, (B) incur any material Taxes, (C) enter any material agreement with any Governmental Authority with respect to any Tax or Tax Returns, (D) change an accounting period with respect to Tax, (E) file a material amended Tax Return with respect to an Acquired Entity or (F) enter into any agreement to extend or waive the applicable statute of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions limitation with respect to any material amount of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by PurchaserTaxes; (cxvi) not transfer enter into any Employee Contract that limits in any material respect, the ability of any Seller Entity or any Acquired Entity to compete in any line of business in any geographic area during any period of time; or (as defined xvii) authorize any of, or commit or agree to take, whether in writing or otherwise, or do any of, the first sentence foregoing actions. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.1 shall prohibit or otherwise restrict in any way the operation of Section 6.01(a)) to any other division or position the business of employment within the Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate its Affiliates, except solely with respect to the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer conduct of the Business Assets to Purchaser and Sub and by the Seller, the other transactions contemplated hereby (Seller expressly Entities, the Acquired Entities and their respective Affiliates. The Buyer acknowledges that it consents to such activities undertaken by Purchaser the Seller may, prior to the Effective Date); Closing Date (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of but not on the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; Date itself): (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate transfer or cause to be released transferred, by way of a dividend or expunged otherwise, out of the Acquired Entities or Seller Entities, (A) all Encumbrances on cash, cash equivalents, marketable securities and other financial instruments or funds from cash pools, provided, however, that such Acquired Entities or Seller Entities shall retain a sufficient amount of cash-on-hand as may be required to operate their respective businesses (including 33 the Business) in the ordinary course, and (B) any Purchased other assets that would be Excluded Assets or Excluded Liabilities were they to be owned by any Seller Entity at the Closing, (ii) transfer or cause to be transferred, by way of a dividend or otherwise, any Transferred Assets, Acquired Entity Equity Interests or Assumed Liabilities to, between or among the Seller Entities and (iii) transfer, or cause to be transferred, any employees of the Seller and its Affiliates (including Persons who, if not so transferred, would be Business Employees at the Closing) (A) between or among the Acquired Entities or Seller Entities and (B) out of Acquired Entities or Seller Entities; provided, that none of the abovementioned actions shall impact the obligation of the Seller, the other Seller Entities, the Acquired Entities and their respective Affiliates to transfer to the Buyer at Closing any of the Transferred Assets, Acquired Entity Equity Interests or such employees.

Conduct of Business Prior to the Closing. Seller covenants (a) Unless Purchaser otherwise agrees in writing and agrees thatexcept as otherwise set forth herein or in the Disclosure Schedule (including Section 5.01 thereof), between the date hereof of this Agreement and the Closing Date, it Seller will cause A. B. Dick and the Purchaser Retained Subsidiaries to (except as Purchaser otherwise agrees in its sole discretion, which as to clause (di) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of conduct the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business only in the ordinary course and consistent not enter into any transaction that could reasonably be expected to change materially the amount of accounts receivable, inventory or accounts payable set forth on the Reference Statement, (ii) preserve substantially intact the business organization of the Business, (iii) use reasonable efforts to keep available to Purchaser the services of the present officers and key employees of A. B. Dick and the Purchaser Retained Subsidiaries (other than the chief executive officer and chief financial officer of A. B. Dick and the employees in the legal department of A. B. Dick), which shall not require the payment of any stay bonus or other amount not payable in the ordinary course, (iv) use reasonable efforts to preserve the current relationships of A. B. Dick and the Purchaser Retained Subsidiaries with Seller's past practice their respective customers, suppliers, distributors and other persons with which A. B. Dick and the Purchaser Retained Subsidiaries have significant business relationships and (taking into account v) use reasonable efforts to preserve, insure and protect the sale assets of the Business Assets contemplated hereby and Seller's against loss, theft, damage, destruction, infringement or other agreements hereunderinjury. (b) except for such actions of Seller Except as may be contemplated by expressly provided in this Agreement or agreed the Disclosure Schedule (including Section 5.01 thereof) between the date of this Agreement and the Closing Date, Seller will cause A. B. Dick and the Purchaser Retained Subsidiaries not to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or take any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined actions enumerated in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; clauses (i) terminate any license rights held by any Seller Subsidiary or any other affiliate through (ix) of Seller with respect Section 3.13 without the prior written consent of Purchaser (which consent, in the case of clauses (i) - (iii) thereof, shall not be unreasonably withheld and shall be deemed granted if Purchaser fails to respond to any written request by Seller for consent within three (3) business days of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on Purchaser's receipt of any Purchased Assetssuch written request).

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall conduct the Business in the Ordinary Course of Business and use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Notwithstanding the foregoing, Buyer acknowledges that Parent and Seller Subsidiaries lack adequate cash to finance the payment of ordinary expenses and is substantially in arrears with all vendors. Accordingly “reasonable best efforts” should be understood from the perspective of such limitations. Without limiting the foregoing, from the date hereof until the Closing Date, it will (except as Purchaser otherwise agrees in its sole discretion, which as to clause (d) below will not unreasonably be withheld):Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted for the ownership and use of the Purchased Assets; (b) pay Taxes and other obligations of the Business when due; (c) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) not sell, assign, license, transfer, assign, convey, license, move, relocate, encumber lease or otherwise dispose of any of the Business Purchased Assets or permit any Seller Subsidiary or any other affiliate of Seller allow the Purchased Assets to do so; (b) conduct, at Seller's expense, the Storage Products Business in the ordinary course and consistent with Seller's past practice (taking into account the sale of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) become subject to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a))additional Encumbrance; (e) not encourage incur any additional secured Indebtedness or otherwise act to cause guarantee the Indebtedness of any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereofPerson; (f) not change defend and protect the base salaries properties and assets included in the Purchased Assets from infringement or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approvalusurpation; (g) continue as requested by Buyer, perform all of its obligations under all Proposed Contracts appearing on Schedule 2.1(b) on behalf of Buyer and at Buyer’s sole expense or delegate to provide Purchaser with reasonable access Buyer performance under the Assigned Contract and remit all payment received on account of such performance to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Buyer within five Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date)Days after its receipt thereof; (h) use Seller's best efforts to secure maintain the Books and preserve good and marketable title Records in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possibleaccordance with past practice; (i) terminate any license rights held by any Seller Subsidiary comply in all material respects with all Laws applicable to the conduct of the Business or any other affiliate of Seller with respect to any the ownership and use of the Purchased Assets; (j) not issue any shares of common stock of the Parent or any other voting securities or securities convertible into or exercisable for voting securities of Parent, unless the holders thereof irrevocably agree to vote to approve the transactions contemplated hereby pursuant to a written agreement acceptable to Buyer in its reasonable discretion in the event such a vote is required or desired; and (jk) terminate not take or permit any action that would cause any of the changes, events or conditions described in Section 4.5 to be released or expunged all Encumbrances on any Purchased Assetsoccur.

Conduct of Business Prior to the Closing. Seller (a) BCBSKS covenants and agrees that, except with the prior approval of Purchaser (which approval shall not be unreasonably withheld), between the date hereof and the Closing DateClosing, it will (except or as Purchaser otherwise agrees contemplated or permitted by this Agreement, or as set forth in its sole discretionthe Disclosure Statement, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of BCBSKS shall conduct the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business only in the ordinary course and either consistent with SellerBCBSKS's prior practice or pursuant to Customary Actions. Without limiting the generality of the foregoing, and without Purchaser's consultation and approval (which approval shall not be unreasonably withheld), BCBSKS shall use commercially reasonable efforts to: (i) continue its advertising and promotional activities in accordance with past practice or pursuant to Customary Actions; (taking into account ii) not shorten or lengthen the sale customary payment cycles for any of its payables or receivables; (iii) (A) preserve intact its business organization and the business organization of the Business Assets contemplated hereby Business, (B) keep available to Purchaser the services of the employees of BCBS, (C) continue in full force and Seller's effect without material modification all existing policies or binders of insurance currently maintained in respect of BCBS and the Business, and (D) preserve its current relationships with its customers, suppliers and other agreements hereunderpersons with which it has significant business relationships; (iv) except for such actions exercise, but only after notice to Purchaser, any rights of Seller as may renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.13(a) of the Disclosure Statement which by their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which would reasonably be contemplated by this Agreement expected to cause any representation or agreed warranty of BCBSKS to by Purchaser be untrue at any time prior to the Closing Date, or result in a writing signed breach of any covenant made by Purchaser;BCBSKS in this Agreement. (cb) Except in the ordinary course and either consistent with past practice or pursuant to Customary Actions and without limiting the generality of the foregoing, BCBSKS covenants and agrees that, prior to the Closing, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld), BCBSKS will: (i) not transfer do any Employee (as defined of the things enumerated in the first second sentence of Section 6.01(a)3.09 thereof (except as set forth on Section 5.01(b) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective DateDisclosure Statement); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate or cause to be released or expunged all Encumbrances on any Purchased Assets.

Conduct of Business Prior to the Closing. Seller Deutsche Bank covenants and agrees that, except as set forth in Section 5.01 of the Seller Disclosure Schedule, between the date hereof and the Closing DateClosing, it will (except as Purchaser otherwise agrees in its sole discretion, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business shall be conducted in the ordinary course and consistent with Seller's past practice prior practice. Without limiting the generality of the foregoing, Deutsche Bank shall, and shall cause the Sellers and the DB Entities to, use their reasonable best efforts to (taking into account a) preserve intact the sale Business, (b) keep available to the Purchaser the services of the Business Assets contemplated hereby Employees and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; the Temporarily Retained Employees, (c) not transfer any Employee continue in full force and effect without material modification all existing policies or binders of insurance (as defined or self-insurance) currently maintained in respect of the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; Business, and (d) not terminate preserve the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser current relationships with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer customers of the Business Assets to Purchaser and Sub and with other persons with which the other transactions contemplated hereby (Seller expressly acknowledges Business has significant business relationships; provided, that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title foregoing shall not prohibit or otherwise restrict in Seller's name in and to all any way the operation of the Business Assetsbusiness of Deutsche Bank and its Affiliates other than the Business. As amplification and not in limitation of the foregoing except as described in Section 5.01 of the Seller Disclosure Schedule, free Deutsche Bank covenants and agrees without the prior written consent of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII Purchaser (not to be fulfilled as promptly as possible;unreasonably withheld) that none of Deutsche Bank, the Sellers or the DB Entities shall: (i) terminate permit or allow any license rights held by (A) of the Shares, (B) of the assets or properties (whether tangible or intangible) of the DB Entities, or (C) assets or properties that will constitute Purchased Assets, in each case to be subjected to any Seller Subsidiary Encumbrance, other than Encumbrances on assets or properties that will constitute Purchased Assets that will be released prior to the Closing or, in the case of clauses (B) and (C), other than in the ordinary course of business consistent with past practice; (ii) permit any of the DB Entities to merge with or enter into a consolidation with any Person; (iii) acquire an interest of any Person or acquire a substantial portion of the assets or business of any Person or any division or line of business thereof, in any such case that would constitute Assets or that would otherwise be part of the Business; (iv) acquire any assets or properties that will constitute Assets for a purchase price in excess of €100,000 except in the ordinary course of business consistent with past practice; (v) issue, sell, transfer or dispose of any capital stock or other equity securities, or any option, warrant or other right to acquire the same, of, or any other affiliate equity interest in, any DB Entity; (vi) other than in the ordinary course of business, in relation to the Business, enter into any agreement, arrangement or transaction with any director, officer, employee or shareholder (or with any relative, beneficiary, spouse or Affiliate of such Person) of a DB Entity; (vii) amend the organizational documents of any DB Entity; (viii) make any material change in any method of accounting or accounting practice or policy used by the DB Entities or with respect to the Business, other than such changes required by applicable U.S. GAAP and Local GAAP; (ix) make any capital expenditure or commitment for any capital expenditure on Assets in excess of €250,000 for any individual expenditure or commitment or series of related expenditures or commitments, or in excess of €500,000 in the aggregate for all such expenditures and commitments; (x) with respect to the Business Employees, except as required by Law, (A) grant, promise or announce any increase in wages, salaries, compensation, bonuses, incentives, pension, severance, termination pay or other benefits, including, without limitation, any increase or change pursuant to any Deutsche Bank, Seller or DB Entity employee benefit plan, other than merit-based or annual increases in wages or salaries to Business Employees at the assistant vice president level or below in the ordinary course of business consistent with past practice, (B) establish or increase or promise to increase any benefits under any Deutsche Bank, Seller or DB Entity employee benefit plan applicable to any jurisdiction other than the U.S., (C) promote any Business Employee to a superior position other than ordinary course merit-based promotions of Business Employees at the assistant vice president level and below consistent with past practice, or (D) enter into or amend any provision of any Deutsche Bank, Seller or DB Entity employee benefit plan applicable to any jurisdiction other than the U.S., employment, consulting, severance, change in control, termination or indemnification agreement; (xi) enter into, accelerate, amend or modify in any material respect, or consent to the termination of, any contract, arrangement or agreement of the type described in clauses (i) through clause (vii) of Section 3.12 or enter into any SDN Contract or accept as Custodial Assets any securities issued by an SDN; (xii) (A) incur any Indebtedness that constitutes Indebtedness of a DB Entity or that would be included in the Assumed Liabilities or (B) with respect to the DB Entities, declare or pay any dividend or other distribution with respect to any of the Purchased Assets; andShares or any of the shares of capital stock of the DB Subsidiaries other than dividends and other distributions (1) paid in cash or cash equivalents or (2) paid by any DB Entity to its parent corporation if such parent is another DB Entity 100% directly or indirectly owned by Deutsche Bank or a Seller; (jxiii) terminate (other than by expiration or cause prepayment in accordance with its terms) any Client Contract pursuant to which the Business received or otherwise accrued in excess of €500,000 in revenue in the 12-month period ended June 30, 2002 or amend or modify any such Client Contract in a manner that would materially alter the economic benefits, obligations, Liabilities or protections of Deutsche Bank, the Sellers or the DB Entities under such contract or agreement; (xiv) modify any Assigned Contract, Transferred IP License, Deutsche Bank IP License, or a contract or arrangement to which any DB Entity is a party, in each case pursuant to which the Business incurred expenses or received or otherwise accrued revenue in excess of €500,000 in the 12-month period ended June 30, 2002 or modify any lease agreement with respect to any Real Property to be released subject to a Sub-Lease Agreement, in any such case in a manner that would materially alter the economic benefits, obligations, Liabilities or expunged all Encumbrances on protections of Deutsche Bank, any Purchased Seller or any DB Entity party thereto, except in the ordinary course of business consistent with past practice or as required by its existing terms; (xv) sell or transfer any Assets, except in the ordinary course of business consistent with past practice; (xvi) permit any material Deutsche Bank Intellectual Property to lapse or disclose any confidential information relating to the Business, except for disclosure under conditions reasonably designed to protect the secrecy of such information in the ordinary course of business consistent with past practice; (xvii) in the case of the DB Entities, (A) make any material change in its accounting methods or practices for Tax purposes, (B) make any material Tax election, (C) amend any material Tax Return, or (D) settle or compromise any material Tax liability, except, in each case, in the ordinary course of business consistent with past practice; or (xviii) agree to take any of the actions specified in this Section 5.01.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, that it shall not operate the Business between the date hereof and the Closing Date, it will (except as Purchaser otherwise agrees in its sole discretion, which as to clause (d) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of the Business Assets or permit any Seller Subsidiary or any Date other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business than in the ordinary course and consistent with the Seller's past practice practices and shall not take any action or fail to take any action which would result in any representation or warranty of the Seller being untrue in any material respect or result in any breach of any covenant. Without limiting the foregoing, without the prior written consent of the Purchaser, the Seller shall not with respect to the Assets or the Business: (taking a) make any unusual or extraordinary payments to or on behalf of, or increase the compensation or benefits or perquisites of, the Seller or any employee of the Seller employed in the Business prior to Closing; (b) except for capital improvements contemplated by the Nemak Project, acquire any property, plant, facility, furniture or equipment in excess of Fifty Thousand Dollars ($50,000) individually and Fifty Thousand Dollars ($50,000) in the aggregate; (c) enter into account any capital or operating leases (including leases of real property); (d) incur any debt obligations (including capitalized leases and credit facilities) or encumber any Assets or the sale Business; (e) knowingly take or fail to take any action which would reasonably be expected to result in a Material Adverse Effect on the Business or the Assets; (f) sell, assign, convey, transfer, divest, or otherwise dispose of any Assets, inclusive of intellectual property, in full or in part; (g) pay, satisfy, accelerate or discharge any liabilities other than in the ordinary course consistent with past practices; (h) effect or agree to effect any merger, acquisition or change of control transaction with respect to the Business or the Assets; (i) waive, transfer or convey any rights of value to the Business; (j) accelerate the collection of any accounts receivable of the Business; (k) delay payment of any accounts payable or accrued expenses of the Business; (l) create any allowances with respect to inventory, including without limitation raw materials, works in process or finished goods, make any change to the Seller's accounting policies or procedures used in the Business; 30 <PAGE> (m) pay any stock dividend in kind out of any assets or property used in the Business; (n) lay off or terminate any key employee employed in the Business; (o) increase any salaries of employees of the Business Assets contemplated hereby and Seller's other agreements hereunderthan pursuant to existing employment agreements; (p) except for such actions of Seller as may be contemplated by this Agreement or agreed cancel any insurance policy relating to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller Business or any of Seller's Subsidiaries the Owned Real Property or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined Leased Real Property used in the first sentence of Section 6.01(a)); Business; (eq) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of operate the Business Assets to Purchaser and Sub and than in the other transactions contemplated hereby ordinary course consistent with past practices; or (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (hr) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary agree or any other affiliate of Seller with respect commit to any of the Purchased Assets; and (j) terminate foregoing, whether in writing or cause to be released or expunged all Encumbrances on any Purchased Assetsotherwise.

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between From the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with Article IX (the “Pre-Closing DatePeriod”), it will (except as Purchaser otherwise agrees provided in its sole discretionthis Agreement or consented to in writing by Buyer (not to be unreasonably withheld, which as to clause (d) below will not unreasonably be withheld):delayed or conditioned), each Seller shall, and Rentech shall cause each Seller to: (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of conduct the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business in the ordinary course and of business consistent with Seller's past practice practice; and (taking into account b) use commercially reasonable efforts to maintain and preserve intact its current Business organization and operations and to preserve the sale rights, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having material relationships with the Business. Without limiting the foregoing, during the Pre-Closing Period, except as set forth in Section 6.1 of the Business Assets contemplated hereby and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by Disclosure Schedules, otherwise provided in this Agreement or agreed consented to in writing by Purchaser in a writing signed by Purchaser; Buyer (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries be unreasonably withheld, delayed or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Dateconditioned); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material EncumbrancesSellers shall, and to Rentech shall cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible;Sellers to: (i) terminate any license rights held by any Seller Subsidiary preserve and maintain all Permits required for the conduct of the Business as currently conducted or any other affiliate of Seller with respect to any the ownership and use of the Purchased Assets, except where the failure to preserve or maintain such Permits would not have a Material Adverse Effect; (ii) pay the indebtedness for borrowed money, Taxes and other obligations of the Purchased Assets when due; (iii) use commercially reasonable efforts to continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (iv) maintain the properties and assets included in the Purchased Assets in good operating condition and repair, subject to ordinary maintenance and repairs in the ordinary course of business; (v) continue in full force and effect without modification all insurance policies currently in effect, except for renewals in the ordinary course of business; (vi) use commercially reasonable efforts to defend and protect the properties and assets included in the Purchased Assets from material infringement or material usurpation in a manner and at a level that is consistent with past practice in the conduct of the Business; (vii) perform all of its obligations under all Material Contracts, except for non-performance that would not have a Material Adverse Effect; (viii) 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, except where the failure to be in compliance would not have a Material Adverse Effect; (ix) use commercially reasonable efforts to maintain the Books and Records in accordance with past practice; and (jx) terminate or cause not take any of the actions described in Section 4.5 to be released or expunged all Encumbrances on any Purchased Assetsoccur.

Conduct of Business Prior to the Closing. Seller covenants and agrees that, between From the date hereof and until the Closing DateClosing, it will (except as Purchaser otherwise agrees provided in its sole discretionthis Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), which as to clause Seller shall (dx) below will not unreasonably be withheld): (a) not sell, transfer, assign, convey, license, move, relocate, encumber or otherwise dispose of any of conduct the Business Assets or permit any Seller Subsidiary or any other affiliate of Seller to do so; (b) conduct, at Seller's expense, the Storage Products Business in the ordinary course and of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of Seller's past practice (taking into account ’s employees, customers, lenders, suppliers, regulators and others having relationships with the sale Business, including but not limited to maintaining sufficient Inventory to fill customer orders. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: use reasonable ordinary course commercial efforts to preserve and maintain all Permits required for the conduct of the Business Assets contemplated hereby as currently conducted or the ownership and Seller's other agreements hereunder) except for such actions of Seller as may be contemplated by this Agreement or agreed to by Purchaser in a writing signed by Purchaser; (c) not transfer any Employee (as defined in the first sentence of Section 6.01(a)) to any other division or position of employment within Seller or any of Seller's Subsidiaries or any other affiliates of Seller; (d) not terminate the employment of any Employee (as defined in the first sentence of Section 6.01(a)); (e) not encourage or otherwise act to cause any Employee not to accept any offer of employment by Purchaser made pursuant to Section 6.01 hereof; (f) not change the base salaries or bonus programs of any Employee or establish a bonus plan or any new employee benefits for any Employee without Purchaser's prior written approval; (g) continue to provide Purchaser with reasonable access to and the opportunity to meet and interview each Employee for the purpose of negotiating offers of employment contingent upon the consummation of the sale and transfer of the Business Assets to Purchaser and Sub and the other transactions contemplated hereby (Seller expressly acknowledges that it consents to such activities undertaken by Purchaser prior to the Effective Date); (h) use Seller's best efforts to secure and preserve good and marketable title in Seller's name in and to all of the Business Assets, free of all material Encumbrances, and to cause the conditions to Closing set forth in Article VIII to be fulfilled as promptly as possible; (i) terminate any license rights held by any Seller Subsidiary or any other affiliate of Seller with respect to any of the Purchased Assets; and (j) terminate pay the debts, Taxes and other obligations of the Business when due; file all Tax Returns, and otherwise conduct all Tax-related matters, consistent with past practice and in accordance with applicable Law; not make, change or cause revoke any Tax election; use reasonable ordinary course commercial efforts to be released continue to collect Receivables in a manner substantially consistent with past practice, without discounting such Receivables; maintain the properties and assets included in the Purchased Assets in substantially the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; use reasonable ordinary course commercial efforts to maintain without material adverse modification all Insurance Policies, except as required by applicable Law; defend and protect in the ordinary course of business the properties and assets included in the Purchased Assets from infringement or expunged usurpation; perform all Encumbrances on any of its obligations under all Assigned Contracts in the ordinary course of business substantially consistent with past practice; maintain the Books and Records in all material respects in the ordinary course of business substantially consistent with past practice; comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; not grant any increase in compensation or benefits, or make any award or grant under any Benefit Plan, to any current or former director, consultant, officer or employee of Seller, except for increases in compensation to employees of Seller other than directors or officers as may be required under existing agreements (as in effect on the date hereof) set forth in Section 4.20(a) or Section 4.20(c) of the Disclosure Schedules to retain officers or employees , or hire any new employee (other than to fill a vacancy or replace a terminated employee); and not take or permit any action that would cause any of the changes, events or conditions described in Section 4.07 to occur.