Common use of Conduct of Business Relating to the Purchased Assets Clause in Contracts

Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 7.1, during the period from the date of this Agreement to the Closing Date, the Sellers will operate the Purchased Assets and related businesses in the usual, regular and ordinary course consistent with good industry practice and shall use all commercially reasonable efforts to preserve intact the Purchased Assets and the businesses related thereto, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 7.1, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers will not with respect to the Purchased Assets and related businesses: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make any material change in the levels of fuel inventory and stores inventory customarily maintained by the Sellers with respect to the Purchased Assets, other than consistent with good industry practice; (iii) sell, lease (as lessor), transfer or otherwise dispose of, any of the Purchased Assets, other than assets used, consumed or replaced in the ordinary course of business consistent with good industry practice; (iv) terminate, extend or otherwise amend any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 or any other lease to the extent any such extension or amendment would require the lease to be disclosed on Schedule 5.9, or waive any default by, or release, settle or compromise any claim against, any other party thereto; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businesses; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater than $1,000,000; (xiv) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the transactions set forth in the foregoing paragraphs (i) through (xiii). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. (a) Except as required by law, any Governmental Authority or the Management Agreement, or as described in Schedule 7.16.1 or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, the Sellers will Seller (i) shall operate the Purchased Assets and related businesses in the usual, regular and ordinary course consistent with good industry practice and Good Utility Practices, (ii) shall use all commercially reasonable efforts Commercially Reasonable Efforts to preserve intact the Purchased Assets and the businesses related thereto, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with themSeller with respect to the Purchased Assets, (iii) shall maintain the insurance coverage described in Section 4.9 or other insurance reasonably equivalent thereto, (iv) shall comply in all material respects with all applicable laws, rules and regulations relating to the Purchased Assets, including, without limitation, all Nuclear Laws and Environmental Laws, and (v) shall continue to implement in accordance with Good Utility Practices and in conformity with all applicable legal requirements Seller's Y2K Plan. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or the Management Agreement, or as described in Schedule 7.16.1, or as required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers Seller will not with respect to the Purchased Assets and related businessesAssets: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make any material change in the levels of fuel inventory and stores inventory customarily maintained by the Sellers Seller with respect to the Purchased Assets, Assets other than consistent with good industry practicethe scheduled November 1999 fuel purchase; (iiiii) except for Permitted Encumbrances, sell, lease (as lessor), pledge, encumber, restrict, transfer or otherwise dispose of, or grant any right with respect to, (A) any Real Property, or (B) any of the other Purchased Assets, Assets other than assets used, consumed or replaced in the operation of the Facilities in the ordinary course of business consistent with good industry practiceGood Utility Practices; (iviii) terminatemodify, extend amend or otherwise amend voluntarily terminate prior to the expiration date thereof any of the Sellers' Seller's Agreements, the PPAs, any and leases listed in Schedule 5.9 4.8 (or any other lease to the extent any such extension or amendment thereof would require the lease to be disclosed on in Schedule 5.9, 4.8) or any material Permit or Environmental Permit or waive any default by, or release, settle or compromise any claim against, any other party thereto, other than (A) in the ordinary course of business, to the extent consistent with Good Utility Practices, (B) with cause, to the extent consistent with Good Utility Practices or (C) as may 195 be required in connection with Seller's obligations to Buyer under this Agreement; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (viiiv) enter into any commitment for the purchase or sale of nuclear fuel (whether commodity or transportation) having a term that extends beyond March December 31, 1998 1999, or such other date that the parties Parties mutually agree to be the date on which the Closing is expected to occur; (viiiv) enter into any power purchase commitment, having sales agreement with respect to CPS that obligates or encumbers the Facilities for a term that extends beyond March December 31, 1998 1999 (other than with respect to the CPS switchyard so long as there is no impairment of Buyer's access to Seller's Transmission system), or such other date that the parties Parties mutually agree to be the date on which the Closing is expected to occur; provided, however, that Seller shall be entitled to enter into power sales agreements involving power to be purchased by Seller under the Power Purchase Agreement or terminable by Seller (or after the Closing Date by Buyer) on not more than ten (10) days notice without further liability, or that do not relate to the Purchased Assets; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (xvi) amend in any material respect or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain the policies of insurance required by self Section 4.9 or other insurance or reasonably equivalent thereto with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businessescompanies; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiiivii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xiivi) above that will be delivered or provided after March December 31, 1998 1999 or such other date that the parties Parties mutually agree to be the date on which the Closing is expected to occuroccur that exceeds $250,000 in the aggregate, in an amount greater unless such commitment or contract is terminable by Seller (or after the Closing Date by Buyer) without further liability, upon not more than $1,000,000sixty (60) days notice; (xivviii) except as required by the terms of the IBEW Collective Bargaining Agreements or regulatory requirements (A) other than consistent with past practice, increase salaries or wages of employees employed in connection with the Purchased Assets prior to Closing, (B) take any action prior to Closing to effect a material change in the IBEW Collective Bargaining Agreements or enter into any other collective bargaining or representation agreement for employees, or (C) take any action prior to the Closing to increase materially the aggregate benefits payable to employees; or (ix) enter into any agreement or settlement with any Governmental Authority relating to or regarding the tax status of the Purchased Assets for any taxable period ending after December 31, 1999; (x) amend or modify Seller's Decommissioning Trust Agreement except as contemplated by this Agreement, provided, however, that Buyer's consent shall not be unreasonably withheld; or (xi) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the transactions set forth in the foregoing paragraphs (i) through (xiiix). (ba) Notwithstanding anything in Section 7.1(a) to if such breach directly arises out of or results from the contraryperformance of services, or any breach by, PECO under the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the BuyerManagement Agreement. (cb) A committee comprised of one Person or more senior representatives designated by the Sellers Seller and one Person or more senior representatives designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee Buyer (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this AgreementAgreement to permit Buyer to observe the operation of the Purchased Assets and to facilitate the transfer of the Purchased Assets to Buyer at the Closing. From time to time, the The Transition Committee will be kept fully apprised by Seller of all material CPS management and operating developments. The Transition Committee shall have regular access to the management and Nuclear Oversight Committee of the Board of Directors of Seller (including any management reports on CPS operations given to the Board). The Transition Committee shall be accountable directly to the respective chief executive officers of Buyer and Seller and shall from time to time report its findings to the senior management of each of NEP Seller and the Buyer. The Transition Committee shall have no authority to take any action inconsistent with Seller's control of NRC licensed activities or to enter into a legally binding agreement to bind Seller or Buyer. (dc) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers Seller and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a6.1(a), the parties Parties agree as follows: (i) At that at the sole responsibility and expense of the Buyer, the Sellers and subject to compliance with all applicable NRC rules and regulations and other applicable law, Seller will permit a reasonable number of designated employees ("Observers") of the Buyer to observe all operations of the Sellers Seller that relate to the Purchased Assets and related businessesAssets, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers Seller but not restricted to the normal business hours of the SellersSeller; provided, however, that such observers Observers shall abide by all NRC rules and regulations with respect to the Site and their actions shall not unreasonably interfere with the operation of the Sellers businessCPS. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the SellersSeller; provided, however, that the Sellers Seller will be under no obligation to follow any such recommendations or suggestions and the Sellers Seller shall be entitled, subject to this Agreement, to conduct their its business in accordance with their its own judgment and discretion. The Buyer's Observers shall have no authority to 197 bind or make agreements on behalf of the SellersSeller; to conduct discussions with or make representations to third parties on behalf of the SellersSeller; or to issue instructions to or direct or exercise authority over the Sellers Seller or any of the Seller's officers, employees, advisors or agents. Buyer shall be responsible for any breach by Buyer's Observers of this Section 6.1(c). (iid) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Seller shall advise Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that regarding implementation of changes in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all ICC rules or procedures of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required Seller has Knowledge which are reasonably likely to enter into such contracts and commitments unless the Buyer has provided NEP with have a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitmentsMaterial Adverse Effect on CPS. (e) The Buyer Nothing in this Section 6.1 is intended to amend or modify the respective duties, liabilities and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures obligations of the New England Power Pool. The Sellers shall take Parties under the Buyer's views on such matters into accountInterim Agreement, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights Management Agreement and obligations with respect to the New England Power PoolLeased Employee Agreement.

Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 7.1, during the period from the date of this Agreement to the Closing Date, the Sellers will operate the Purchased Assets and related businesses in the usual, regular and ordinary course consistent with good industry practice and shall use all commercially reasonable efforts to preserve intact the Purchased Assets and the businesses related thereto, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 7.1, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers will not with respect to the Purchased Assets and related businesses, except in each case in the ordinary course of the Sellers' businesses: (i) (x1) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased AssetsAssets that will continue beyond the Closing Date, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii2) make any material change in the levels of fuel inventory and stores inventory customarily maintained by the Sellers with respect to the Purchased Assets, other than consistent with good industry practice; (iii3) sell, lease (as lessor), transfer or otherwise dispose of, any of the Purchased Assets, other than assets used, consumed or replaced in the ordinary course of business consistent with good industry practice; (iv4) terminate, extend or otherwise materially amend any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 or any other lease contracts, agreements, personal property leases, commitments, understandings, instruments, or real property leases to the extent any such extension or amendment would require the lease such item to be disclosed on Schedule 5.95.9 or 5.15(a), or waive any material default by, or release, settle or compromise any material claim against, any other party thereto; (v5) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyersettlement; (vi6) execute, enter into, terminate or otherwise amend (x) any of the Required Permits or the Environmental Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point;; and (vii) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi7) with respect to the Purchased Assets and related businesses, (x) amend in a material, adverse way, or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx abate any material claims made or accruing thereunder or thereundxx xx (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businesses; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater than $1,000,000; (xiv) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the transactions set forth in the foregoing paragraphs (i) through (xiii). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital ExpendituresExpenditures (provided that the Buyer shall not be liable for any such expenditures in excess of the Maintenance and Capital Expenditures Amount), and (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyernecessary. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP MPS and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) . At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and to observe discussions with third parties relating solely to the Purchased Assets (not including discussions with legal counsel or accountants), and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers Observers and their actions shall not unreasonably interfere with the operation of the Sellers Sellers' business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's Sellers' officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 7.1, during the period from the date of this Agreement to the Closing Date, the Sellers Seller will operate the Purchased Assets and related businesses in the usual, regular and ordinary course consistent with good industry practice and shall use all commercially reasonable efforts to preserve intact the Purchased Assets and the businesses related thereto, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 7.1, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers Seller will not with respect to the Purchased Assets and related businesses:Assets; (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person;respon- (ii) make any material change in the levels of fuel inventory and stores inventory customarily maintained by the Sellers Seller with respect to the Purchased Assets, other than consistent with good industry practice; (iii) sell, lease (as lessor), transfer or otherwise dispose of, any of the Purchased Assets, other than assets used, consumed or replaced in the ordinary course of business consistent with good industry practice, including the practice of harvesting timber; (iv) terminate, extend or otherwise amend any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 or any other real property lease to the extent any such extension or amendment would require the lease to be disclosed on Schedule pursuant to Section 5.9, or waive any default by, or release, settle or compromise any claim against, any other party thereto; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits or Environmental Permits, other than routine renewals or non-material modifications or amendments, amendments or (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Pointpermit; (viivi) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) power sales commitments having a term that extends beyond March 31June 30, 1998 1999 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xivii) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any abatx xxx claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary was in place as of the date of this Agreement for such assets and businesses; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiiiviii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xiivii) above that will be delivered or provided after March 31June 30, 1998 1999 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater than $1,000,000;100,000 or $1,000,000 in the aggregate; or (xivix) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the transactions set forth in the foregoing paragraphs (i) through (xiiiviiii). (b) Notwithstanding anything in Section 7.1(a7.1 (a) to the contrary, the Sellers Seller may, in their its sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, Expenditures and (ii) at the Sellers' Seller's expense, such other maintenance and and. capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.Seller deems necessary;

Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 7.16.1 or as expressly contemplated by this Agreement or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, the Sellers Seller (i) will operate (or cause York Haven to operate) the Purchased Assets and related businesses in the usual, regular and ordinary course of business consistent with good industry practice and the past practices of Seller, York Haven or its Affiliates or with Good Utility Practices, (ii) shall use all commercially reasonable efforts Commercially Reasonable Efforts to preserve intact the such Purchased Assets and the businesses related theretoAssets, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with themit, (iii) shall maintain the insurance coverage described in Section 4.4, (iv) shall comply with all applicable laws relating to the Purchased Assets, including without limitation, all Environmental Laws, except where the failure to so comply would not result in a Material Adverse Effect, and (v) shall continue with Seller's program, or (at Buyer's expense) as Buyer may direct, to install such equipment or software with respect to Year 2000 Compliance in accordance with Seller's plans referred to in Section 2.1(k). Without limiting the generality of the foregoing, and, except as (x) contemplated in this Agreement or as Agreement, (y) described in Schedule 7.16.1, or (z) required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers will Seller shall not with respect to the Purchased Assets and related businessesAssets: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make Make any material change in the levels of fuel inventory and stores inventory Inventories customarily maintained by the Sellers Seller or York Haven or its Affiliates with respect to the Purchased Assets, other than changes which are consistent with good industry practiceGood Utility Practices; (iiiii) sellSell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any of material Purchased Assets individually or in the aggregate (except for Purchased Assets, other than assets Assets used, consumed or replaced in the ordinary course of business consistent with good industry practicepast practices of Seller or York Haven or its Affiliates or with Good Utility Practices) other than to encumber Purchased Assets with Permitted Encumbrances; (iii) Modify, amend or voluntarily terminate prior to the expiration date any of Seller's Agreements or Real Property Leases or any of the Permits or Environmental Permits associated with such Purchased Assets in any material respect, other than (a) in the ordinary course of business, to the extent consistent with the past practices of Seller, York Haven or its Affiliates or with Good Utility Practices, (b) with cause, to the extent consistent with past practices of Seller, York Haven or its Affiliates or with Good Utility Practices, or (c) as may be required in connection with transferring Seller's rights or obligations thereunder to Buyer pursuant to this Agreement; (iv) terminateExcept as otherwise provided herein, extend or otherwise amend any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 or any other lease to the extent any such extension or amendment would require the lease to be disclosed on Schedule 5.9, or waive any default by, or release, settle or compromise any claim against, any other party thereto; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase purchase, sale, or sale transportation of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 greater than six months and not terminable on or such other date that the parties mutually agree to be the date on which before the Closing Date either (i) automatically, or (ii) by option of Seller or York Haven (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel not previously approved by Buyer would exceed $1,000,000 for all Aggregate Purchased Assets; (v) Sell, lease or otherwise dispose of Emission Allowances, or Emission Reduction Credits identified in Schedule 2.1(h), except to the extent necessary to operate the Purchased Assets in accordance with this Section 6.1; (vi) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement relating to the Purchased Assets that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is expected terminable by Seller or York Haven (or, after the Closing, by Buyer) without penalty or premium upon no more than sixty (60) days notice; (vii) Except as otherwise required by the terms of the Collective Bargaining Agreement, (a) hire at, or transfer to occurthe Purchased Assets, any new employees prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of Seller or York Haven, (b) increase salaries or wages of employees employed in connection with the Purchased Assets prior to the Closing other than in the ordinary course of business and in accordance with Seller's past practices, (c) take any action prior to the Closing to effect a change in a Collective Bargaining Agreement, or (d) take any action prior to the Closing to increase the aggregate benefits payable to the employees employed in connection with the Purchased Assets other than increases for Non-Union Employees in the ordinary course of business and in accordance with Seller's past practices or (e) enter into any employment contracts with employees at the Purchased Assets or any collective bargaining agreements with labor organizations representing such employees; (viii) enter into Make any power purchase commitment, having a term that extends beyond March 31, 1998 Capital Expenditures except as permitted by Section 3.3(a)(iii) or such other date that the parties mutually agree to be the date on which the Closing is expected to occur;for Seller's account; and (ix) enter into any power sales commitments having a term that extends beyond March 31Except as otherwise provided herein, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businesses; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater than $1,000,000; (xiv) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (xiiiviii). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. (a) Except as described to the extent Buyer otherwise consents in Schedule 7.1writing, during the period from the date of this Agreement to the Closing Date, the Sellers will Seller shall operate the Purchased Assets and related businesses Business in the usual, regular and ordinary course consistent with good industry practice and past practice, shall use all commercially reasonable efforts Commercially Reasonable Efforts to preserve intact the Purchased Assets and the businesses related thereto, and endeavor to preserve the goodwill and relationships with customers, employees, suppliers and others having business dealings with themit with respect thereto, shall maintain the insurance coverage described in Section 4.10, and shall comply with all applicable laws, rules and regulations relating to the Purchased Assets, including without limitation, all Environmental Laws. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement Agreement, or as described in Schedule 7.1required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers Seller will not with respect to the Business or the Purchased Assets and related businessesAssets: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make any material change in the levels of fuel inventory and stores inventory customarily maintained by the Sellers with respect to the Purchased Assets, other than consistent with good industry practice; (iiia) sell, lease (as lessor), pledge, encumber, restrict, transfer or otherwise dispose of, or grant any right with respect to, any of the Purchased Assets, other than assets Inventory sold, used, consumed or replaced in the ordinary course of business consistent with good industry past practice; (ivb) terminatemodify, extend amend or otherwise amend voluntarily terminate prior to the expiration date thereof any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 Seller's Agreements or any other lease to the extent any such extension material Permit or amendment would require the lease to be disclosed on Schedule 5.9, Environmental Permits or waive any material default by, or release, settle or compromise any claim against, any other party thereto, other than in the ordinary course of business; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businesses; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiiic) enter into any commitment or contract for the purchase or sale of goods or services not addressed in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, Date except purchase and sale orders entered into in an amount greater than the ordinary course of business consistent with past practice in amounts not exceeding $1,000,00010,000; (xivd) hire any new employees, terminate or transfer any existing full-time employees of the Business, except terminations for cause or termination of employees not to be offered employment by Buyer or change the salaries, wages or benefits of any employees to be offered employment Buyer; or (e) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the transactions matters set forth in the foregoing paragraphs (ia) through (xiiid). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 7.1, during the period from the date of this Agreement to the Closing Date, the Sellers Seller will operate the Purchased Assets and related businesses in the usual, regular and ordinary course consistent with good industry practice Good Industry Practice and shall use all commercially reasonable efforts to preserve intact the Purchased purchased Assets and the businesses related thereto, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 7.1, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers Seller will not with respect to the Purchased Assets and related businessesAssets: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make any material change in the levels of fuel inventory and stores inventory or the numbers of owned or leased vehicles customarily maintained by the Sellers Seller with respect to the Purchased Assets, other than consistent with good industry practiceGood Industry Practice; (iii) sell, lease (as lessor), transfer or otherwise dispose of, any of the Purchased Assets, other than assets used, consumed or replaced in the ordinary course of business consistent with good industry practiceGood Industry Practice, including the practice of harvesting timber; (iv) terminate, extend or otherwise amend any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 or any other real property lease to the extent any such extension or amendment would require the lease to be disclosed on Schedule pursuant to Section 5.9, or waive any default by, or release, settle or compromise any claim against, any other party thereto; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, amendments or (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Pointpermit; (viivi) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) power sales commitments having a term that extends beyond March 31June 30, 1998 1999 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xivii) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any abatx xxx claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary was in place as of the date of this Agreement for such assets and businesses; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiiiviii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xiivii) above that will be delivered or provided after March 31June 30, 1998 1999 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater than $1,000,000;100,000 individually or $500,000 in the aggregate for all such commitments and contracts: (xivix) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the transactions set forth in the foregoing paragraphs (i) through (xiiiviii). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers Seller may, in their its sole discretion, make (i) Maintenance Expenditures and Capital ExpendituresExpenditures consistent with the timing (as to the year incurred) and amount of such expenditures as set forth in Schedule 7.1, (ii) at the Sellers' Seller's expense, such other maintenance and capital expenditures as the Sellers deem Seller deems necessary and (iii) enter into Schaghticoke Pipeline Expenditures, provided that all such expenditures, and the settlement agreement work related thereto, shall be effected in accordance with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. Good Industry Practice. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At at the sole responsibility and expense of the Buyer, the Sellers Seller will permit designated employees or representatives ("Observers") of the Buyer to observe all operations of the Sellers Seller that relate to the Purchased Assets and related businesses, and such observation will shall be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the Seller during normal business hours of the SellersSeller; provided, however, that such observers Observers and their actions shall not unreasonably interfere with the operation of the Sellers Seller's business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the SellersSeller; provided, however, that the Sellers Seller will be under no obligation to follow any such recommendations or suggestions and the Sellers Seller shall be entitled, subject to this Agreement, to conduct their its business in accordance with their its own judgment and discretion. The Buyer's Observers shall have no authority power to bind or make agreements on behalf of the Sellers; Seller, to conduct discussions with or make representations to third parties on behalf of the Sellers; Seller, or to issue instructions to or direct or exercise authority over the Sellers Seller or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. (a) Except as described set forth on Schedule 6.1, as required for Seller to comply with applicable Law, as contemplated by this Agreement or any Additional Agreement, or to the extent Buyer otherwise consents in Schedule 7.1writing (such consent not to be unreasonably withheld or delayed), during the period from the date of this Agreement to the Closing Date, the Sellers will Seller shall operate the Purchased Assets and related businesses or the Business in the usual, regular and ordinary course of business consistent with good industry practice the past practices of Seller and in accordance with Good Utility Practices, and shall use all commercially reasonable efforts Commercially Reasonable Efforts to preserve intact the Purchased Assets and the businesses related theretoAssets, and endeavor to preserve the goodwill and relationships with customers, suppliers vendors, suppliers, employees and others having business dealings with themthe Business. Without limiting the generality of the foregoing, and, except as set forth on Schedule 6.1, as required for Seller to comply with applicable Law, as contemplated in by this Agreement or as described any Additional Agreement, or to the extent Buyer otherwise consents in Schedule 7.1writing (such consent not to be unreasonably withheld or delayed), prior to between the date hereof and the Closing Date, without the prior written consent of the BuyerSeller shall not, the Sellers will not with respect to the Purchased Assets and related businesses: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make any material change in the levels of fuel inventory and stores inventory customarily maintained by the Sellers with respect to the Purchased Assets, other than consistent with good industry practice;: (iiia) sellSell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any of the Purchased Assets, other than assets Assets (except for Purchased Assets used, consumed or replaced in the ordinary course of business consistent with good industry past practices of Seller or and in accordance with Good Utility Practices) other than to the extent that any such action results in a Permitted Encumbrance; (b) Modify, amend or voluntarily terminate prior to the expiration date any material Seller's Agreement set forth on Schedule 2.1(g), other than (i) in the ordinary course of business, to the extent consistent with the past practices of Seller and in accordance with Good Utility Practices or (ii) as may be required in connection with transferring Seller's rights or obligations thereunder to Buyer pursuant to this Agreement; (c) Enter into any contract, agreement, commitment or arrangement relating to the Purchased Assets or the Business that provides for future payments in any twelve-month period that individually exceed $100,000 or in the aggregate exceed $250,000, unless it is terminable by Seller without penalty or premium upon no more than sixty (60) days' notice, other than any contract, commitment or arrangement relating to (i) any capital expenditure, or (ii) the disconnection plan as set forth in Section 6.14; (d) Except (i) as otherwise required by the terms of the Benefit Plans or applicable Law and (ii) customary, annual merit-based salary increases for Transferred Non-Union Employees, materially increase (y) the salaries or wages of Transferred Employees payable after the Closing, or (z) the aggregate benefits payable to Transferred Employees after the Closing; (e) Make any material change in the level of inventories customarily maintained by Seller with respect to the Business, other than in the ordinary course of business or consistent with Good Utility Practice; (f) Make or commit to any capital expenditures relating to the Business or the Purchased Assets in excess of 110% of the amount reflected for such expenditures in the Seller's budget attached hereto as Schedule 6.1(f), for the year in which those capital expenditures are made, except for capital expenditures (A) required under any Seller's Agreement or by a Governmental Authority; (B) incurred in connection with the repair or replacement of facilities destroyed or damaged due to casualty or accident (whether or not covered by insurance); (C) necessary or appropriate under Good Utility Practices to provide or maintain safe and adequate electric service to the Customers; or (D) incurred in connection with new Customers; (g) Except as consistent with past practice, agree or consent to any material changes in courses of dealing with the VSCC, or the FERC, in each case in respect of the operations of the Business or the Purchased Assets, except as required by applicable Law, with 31 respect to the SOS case currently pending, or to obtain or renew Transferable Permits or agreements in the ordinary course of business consistent with past practice; (ivh) terminate, extend or otherwise amend any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 or any other lease Fail to the extent any such extension or amendment would require the lease to be disclosed maintain insurance on Schedule 5.9, or waive any default by, or release, settle or compromise any claim against, any other party thereto; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance (or if applicable, self insure) in such amounts and against such risks and losses as are customary for such assets and businessesin the ordinary course of business consistent with past practice; (xiii) Other than in the ordinary course of business, amend in any material respect or allow to terminate or lapse in any material respect, any Seller's Permit material to the Business or the Purchased Assets, taken as a whole, other than as required by applicable Law; (j) Enter into any agreements which would be transferred to Buyer under Section 2.1(g) that would limit or otherwise restrict in any material respect the Business or the Purchased Assets; (k) Except for filings in the ordinary course of business consistent with past practice or to the extent required by Law or with respect to the SOS case currently pending, (A) implement any material 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 Customers or the Business or execute any agreement which would be transferred to Buyer under Section 2.1(g) 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 agreement, or (B) agree to any material settlement of any rate proceeding that would provide for a reduction in annual revenues or would establish a rate moratorium or phased-in rate increases (other than automatic cost pass-through rate adjustment clauses) with respect to NERC, permit the Business or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conductedthe Purchased Assets after the Closing Date; (xiiil) enter into With respect to the Business, change, in any commitment material respect, its accounting methods or contract for goods practices (except in accordance with changes in generally accepted accounting principles, subject to FERC's uniform system of accounts), credit practices, collection policies, or services not addressed investment, financial reporting, or inventory practices or policies or the manner in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater than $1,000,000;books and records of the Business are maintained; and (xivm) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the prohibited transactions set forth in the foregoing paragraphs (ia) through (xiiil). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer To Seller's Knowledge and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; providedKnowledge, however, neither Party shall take any action that the Sellers will be under no obligation is intended to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business result in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers conditions to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that Closing set forth in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall Article VII not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.being satisfied

Conduct of Business Relating to the Purchased Assets. (a) Except ---------------------------------------------------- as described in Schedule 7.16.1 or as expressly contemplated by this Agreement or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, the Sellers will operate the Purchased Assets and related businesses in the usual, regular and ordinary course of business consistent with good industry practice the past practices of Sellers or their Affiliates and with Good Utility Practices and shall use all commercially reasonable efforts Commercially Reasonable Efforts to preserve intact the Purchased Assets and the businesses related theretoAssets, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with themit. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 7.16.1 or as required under applicable law or by any Governmental Authority, prior to 38 between the date hereof and the Closing Date, without the prior written consent of the Buyer, the Sellers will shall not with respect to the Purchased Assets and related businessesAssets: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make Make any material change in the levels of fuel inventory and stores inventory Fuel Inventories or Non-Fuel Inventories customarily maintained by the Sellers or their Affiliates with respect to the Purchased Assets, other than consistent with good industry practice; (iiiii) Except as contemplated by Section 2.1(g), sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any of the Purchased Assets, other than assets Assets (except for Purchased Assets used, consumed or replaced in the ordinary course of business consistent with good industry practicepast practices of Sellers or their Affiliates and with Good Utility Practices; provided, however, that except for such transfers as are -------- ------- permitted pursuant to Section 10.6 hereof, prior to Closing, Sellers shall not, and shall not enter into any agreements to, sell, encumber or otherwise transfer any Emission Allowances to, or in favor of, any Person who is not a Party to this Agreement) other than to encumber Purchased Assets with Permitted Encumbrances; (iii) Except for Permits and Environmental Permits required to make the CTGs operational as required by Section 4.21 or as otherwise indicated on Schedule 1.1(118) or Schedule 2.1(e), modify, amend or voluntarily terminate prior to the expiration date any of the Sellers' Agreements or any of the material Permits or Environmental Permits in any material respect, other than (a) in the ordinary course of business, to the extent consistent with the past practices of Sellers or their Affiliates or with Good Utility Practices, (b) with cause, to the extent consistent with past practices of Sellers or their Affiliates or with Good Utility Practices, or (c) as may be required in connection with transferring Sellers' rights or obligations thereunder to Buyer pursuant to this Agreement; provided, however, that any material -------- ------- modifications or amendments that Sellers propose to make pursuant to clause (a), (b) or (c) of this Section 6.1(a)(iii) shall be in form and substance reasonably satisfactory to Buyer; (iv) terminateExcept as otherwise provided herein, extend or otherwise amend any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 or any other lease to the extent any such extension or amendment would require the lease to be disclosed on Schedule 5.9, or waive any default by, or release, settle or compromise any claim against, any other party thereto; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase purchase, sale, or sale transportation of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 greater than six months and not terminable on or such other date that the parties mutually agree to be the date on which before the Closing Date either (a) automatically or (b) by option of Sellers (or, after the Closing, by Buyer) in their sole discretion; (v) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement relating to the Purchased Assets (other than Capital Expenditures) that individually exceeds $25,000 or in the aggregate exceeds $500,000 unless it is expected terminable by Sellers without penalty or premium upon no more than sixty (60) days notice; (vi) Except as otherwise required by the terms of the IBEW Collective Bargaining Agreement, (a) materially increase salaries or wages of employees employed in connection with the Purchased Assets prior to occurthe Closing, (b) take any action prior to the Closing to effect a material change in the IBEW Collective Bargaining Agreement, or (c) take any action prior to the Closing to materially increase the aggregate benefits payable to the employees employed in connection with the Purchased Assets; (vii) Make any Capital Expenditures except as permitted by Section 3.3(a)(iii) or for Sellers' account; (viii) enter into any power purchase commitmentFail to maintain, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies companies, insurance in such amounts and against such risks and losses as are customary for such assets and businessesrelated business; (ix) Enter into, amend, terminate, extend or otherwise modify any real or personal property Tax agreement, treaty or settlement affecting the Purchased Assets; (x) Make any material change in the quantity of anthracite silt located at Buck Run or Forrestville; (xi) Enter into any settlement agreement or arrangement with respect to any IBEW Grievance that is reasonably likely to cause a Material Adverse Effect; or (xii) with respect to NERCExcept as otherwise provided herein, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater than $1,000,000; (xiv) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (xiiixi). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. (a) Except as described to the extent Buyer otherwise consents in Schedule 7.1writing, during the period from the date of this Agreement to the Closing Date, the Sellers will Seller shall operate the Purchased Assets and related businesses Business in the usual, regular and ordinary course consistent with good industry practice and past practice, shall use all commercially reasonable efforts Commercially Reasonable Efforts to preserve intact the Purchased Assets and the businesses related thereto, and endeavor to preserve the goodwill and relationships with customers, employees, suppliers and others having business dealings with themit with respect thereto, shall maintain the insurance coverage described in Section 4.9 and shall comply with all applicable laws, rules and regulations relating to the Purchased Assets. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement Agreement, or as described in Schedule 7.1required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers Seller will not with respect to the Business or the Purchased Assets and related businessesAssets: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make any material change in the levels of fuel inventory and stores inventory customarily maintained by the Sellers with respect to the Purchased Assets, other than consistent with good industry practice; (iiia) sell, lease (as lessor), pledge, encumber, restrict, transfer or otherwise dispose of, or grant any right with respect to, any of the Purchased Assets, other than assets Inventory sold, used, consumed or replaced in the ordinary course of business consistent with good industry past practice; (ivb) terminatemodify, extend amend or otherwise amend voluntarily terminate prior to the expiration date thereof any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 Assigned Contract or any other lease to the extent any such extension or amendment would require the lease to be disclosed on Schedule 5.9, material Permit or waive any material default by, or release, settle or compromise any claim against, any other party thereto, other than in the ordinary course of business; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businesses; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiiic) enter into any commitment or contract for the purchase or sale of goods or services not addressed in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occurDate except purchase and sale orders entered into in the ordinary course of business consistent with past practice and which, in an amount greater than the case of purchase orders, are in amounts not exceeding $1,000,00010,000; (xivd) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the transactions matters set forth in the foregoing paragraphs (ia) through (xiiic). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 7.1otherwise contemplated hereby, during the period from the date of this Agreement to the Closing Date, the Sellers will operate and maintain the Purchased Assets and related businesses in the usual, regular and ordinary course consistent with good industry practice of business and in substantially the same manner as they did prior to the date of this Agreement. Sellers shall use all commercially reasonable efforts to (i) preserve intact the Purchased Assets Business, (ii) keep available the services of its present officers and the businesses related thereto, employees and endeavor to (iii) preserve the goodwill and its relationships with customers, suppliers and others having business dealings with themSellers. Without limiting the generality of the foregoing, and, except as contemplated otherwise expressly provided in this Agreement or and except as described in set forth on Schedule 7.17.1 of Sellers Disclosure Schedule, prior to the Closing Date, without the prior written consent of the BuyerPurchaser, the which will not be unreasonably withheld or delayed, Sellers will shall not with respect to the Purchased Assets and related businessesor the Business: (ia) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, incur or assume or suffer to exist any indebtedness for borrowed money (including obligations debt that will remain an obligation of Purchaser following the Closing other than trade payables and other applicable operational liabilities incurred in respect the ordinary course of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Personbusiness; (iib) make any material change increase the compensation of the Employees or benefits due the Employees under the Seller Plans, except for such increases in compensation or benefits as are contractually required or granted in the levels ordinary course of fuel inventory and stores inventory customarily maintained by the Sellers Business in accordance with its past practice; provided that Seller may make, prior to the Closing Date, any payment with respect to the Purchased Assets, other than consistent with good industry practiceany such prohibited increase in compensation of any Employee it so elects and in its sole discretion; (iiic) sell, lease (as lessor)transfer, or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of material assets constituting the Purchased Assets, other than assets usedsales, consumed transfers or replaced disposals of, or enter into agreements to sell, transfer or otherwise dispose of, Inventory in the ordinary course of business consistent in accordance with good industry past practice; (iv) terminate, extend or otherwise amend any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 or any other lease to the extent any such extension or amendment would require the lease to be disclosed on Schedule 5.9, or waive any default by, or release, settle or compromise any claim against, any other party thereto; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (viid) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) having a term material agreement that extends beyond March 31would constitute an Assumed Contract, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims than agreements made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businesses; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater than $1,000,000; (xiv) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the transactions set forth in the foregoing paragraphs (i) through (xiii). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised ordinary course of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments.past practice; (e) The Buyer and Sellers each agree amend or unilaterally terminate any material Assumed Contract, other than in the ordinary course of business in accordance with past practice; or (f) permit to consult with each other regarding matters involving the governing arrangements or procedures be incurred any Encumbrance on any assets of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power PoolBusiness other than Permitted Encumbrances.

Conduct of Business Relating to the Purchased Assets. Seller (a1) Except as described in Schedule 7.1, during the period from the date of this Agreement to the Closing Date, the Sellers will shall operate the Purchased Assets and related businesses in the usual, regular and ordinary course of business consistent with good industry practice the past practices of Seller and consistent with Good Utility Practices, (2) shall use all commercially reasonable efforts Commercially Reasonable Efforts to preserve intact the such Purchased Assets and the businesses related theretoAssets, and endeavor use Commercially Reasonable Efforts to preserve the goodwill and relationships with its customers, suppliers and others having business dealings with themit with respect to the Purchased Assets, (3) shall maintain the insurance coverage described in Article 17 of the Power Supply Agreement, consistent with past practices of Seller and with Good Utility Practices, (4) shall maintain all books, records, files, working papers, correspondence, memoranda and other documentation relating to the Purchased Assets consistent with past practices of Seller and with Good Utility Practices, and (5) shall comply with all applicable Laws relating to the Purchased Assets, including, without limitation, all Environmental Laws, except where the failure to so comply would not be reasonably expected to result in a Material Adverse Effect with respect to the Purchased Assets. Without limiting the generality of the foregoing, and, except as (x) contemplated in this Agreement Agreement, or as described in Schedule 7.1(y) required under applicable Law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers will Seller shall not with respect to the Purchased Assets and related businessesAssets: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make Make any material change in the levels of fuel inventory and stores inventory Inventories customarily maintained by the Sellers Seller with respect to the Purchased Assets, other than changes which are consistent with good industry practiceGood Utility Practices; (iiiii) sellSell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any of material Purchased Assets individually or in the aggregate (except for Purchased Assets, other than assets Assets used, consumed or replaced in the ordinary course of business consistent with good industry practicepast practices of Seller or with Good Utility Practices) other than to encumber Purchased Assets with Permitted Liens; (iii) Modify, amend or voluntarily terminate prior to the expiration date any Contracts or Permits associated with such Purchased Assets in any material respect, other than (x) in the ordinary course of business, to the extent consistent with the past practices of Seller and with Good Utility Practices, (y) with cause, to the extent consistent with past practices of Seller or its Affiliates and with Good Utility Practices, or (z) as may be required in connection with transferring Seller's rights or obligations thereunder to Buyer pursuant to this Agreement; (iv) terminateExcept as otherwise provided herein, extend or otherwise amend enter into any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 or any other lease Contract relating to the extent any such extension Purchased Assets that requires annual payments by Seller that exceed $1,000,000 individually or amendment would require $3,000,000 in the lease to be disclosed on Schedule 5.9aggregate unless it is terminable by Seller (or, after the Closing Date, by Buyer) without penalty or waive any default by, or release, settle or compromise any claim against, any other party theretopremium upon no more than sixty (60) days notice; (v) enter intoOperate and maintain the Purchased Assets otherwise than in accordance with the terms and conditions of the Power Supply Agreement, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, the Amended and Monroe, NHRestated Management Services Agreement and the Energy Management Agreement; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer;and (vi) executeExcept as otherwise provided herein, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businesses; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater than $1,000,000; (xiv) enter into any written or oral contract, agreement, commitment or arrangement Contract with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (xiiiv). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. Except (ai) Except in ---------------------------------------------------- connection with or as a result of any matter listed or described on any Schedule; (ii) as expressly contemplated in this Agreement as described in Schedule 7.16.1 or (iii) to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, the Sellers will Seller shall operate the Purchased Assets and related businesses Business in the usual, regular and ordinary course consistent with good industry practice and past practice; shall use all commercially reasonable efforts to preserve intact the Purchased Assets and the businesses related thereto, assets of CHP and endeavor to preserve the goodwill and relationships with customers, employees, suppliers and others having business dealings with themit and with CHP with respect thereto; and shall maintain the insurance coverage described in Section 4.11. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 7.1above, or as required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers Seller will not, and will not permit CHP, with respect to the Business (including CHP) or the Purchased Assets and related businessesAssets: (i) (xa) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased AssetsEncumbrances, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make any material change in the levels of fuel inventory and stores inventory customarily maintained by the Sellers with respect to the Purchased Assets, other than consistent with good industry practice; (iii) sell, lease (as lessor), pledge, encumber, restrict, transfer or otherwise dispose of, or grant any right with respect to, any of the Purchased AssetsAssets or assets of CHP, other than assets used, consumed or replaced in the ordinary course of business consistent with good industry practicepast practices; (ivb) terminatemodify, extend amend or otherwise amend voluntarily terminate prior to the expiration date thereof any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 Seller's Agreements or material contracts of or relating to CHP or any other lease to the extent any such extension material Permit or amendment would require the lease to be disclosed on Schedule 5.9, Environmental Permits or waive any default by, or release, settle or compromise any claim against, any other party thereto, other than (i) in the ordinary course of business, to the extent consistent with past practices, or (ii) as may be required in connection with Seller's obligations to Buyer under this Agreement; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (xc) amend in any material respect or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businessesbusiness other than in connection with any general renewal or revision of Seller's or CHP's insurance policies or practices; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiiid) enter into any commitment or contract for goods or services not addressed in clauses (ia) through (xiic) above that will be delivered or provided after March December 31, 1998 1999 or such other date that the parties mutually agree to be the date on which the Closing is expected to occuroccur that exceeds $10,000 in the aggregate, in an amount greater unless such commitment or contract is terminable by Seller or CHP (or after the Closing Date by Buyer or CHP) without further liability, upon not more than $1,000,00030 days' notice; (xive) (i) hire any new employees, or transfer any existing employees, other than to fill vacancies in existing positions, (ii) enter into any employment or consulting agreement, or increase salaries or wages of employees, except in the ordinary course of business, (iii) enter into any other collective bargaining or representation agreement for employees, or (iv) take any action to increase the aggregate benefits payable to employees; or (f) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the transactions set forth in the foregoing paragraphs (ia) through (xiiie). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 7.16.1 or as expressly contemplated by this Agreement or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, the Sellers (i) will operate the Purchased Assets and related businesses in the usual, regular and ordinary course of business consistent with good industry practice and Good Utility Practices, (ii) shall use all commercially reasonable efforts Commercially Reasonable Efforts to preserve intact the such Purchased Assets and the businesses related theretoAssets, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with them, (iii) shall maintain the insurance coverage described in Section 4.4, (iv) shall comply in all material respects with all applicable laws relating to the Purchased Assets, including without limitation, all Nuclear Laws and Environmental Laws, and (v) shall continue with Sellers' program, or (at Buyer's expense) as Buyer may direct, to install such equipment or software with respect to Year 2000 Qualification in accordance with Sellers' plans referred to in Section 2.1(k). Without limiting the generality of the foregoing, and, except as (x) contemplated in this Agreement or as Agreement, (y) described in Schedule 7.16.1, or (z) required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers will shall not with respect to the Purchased Assets and related businessesAssets: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make Make any material change in the levels of fuel inventory and stores inventory Inventories customarily maintained by the Sellers or their Affiliates with respect to the Purchased Assets, other than changes which are consistent with good industry practiceGood Utility Practices; (iiiii) sellSell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any of material Purchased Assets individually or in the aggregate (except for Purchased Assets, other than assets Assets used, consumed or replaced in the ordinary course of business consistent with good industry practicepast practices of Sellers or their Affiliates or with Good Utility Practices) other than to encumber Purchased Assets with Permitted Encumbrances; (iviii) terminateModify, extend amend or otherwise amend voluntarily terminate prior to the expiration date any of Sellers' Agreements or Real Property Leases or any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 Permits or any other lease to the extent any such extension or amendment would require the lease to be disclosed on Schedule 5.9, Environmental Permits or waive any default by, or release, settle or compromise any and claim against, any other party thereto, in any material respect, other than (a) in the ordinary course of business, to the extent consistent with Good Utility Practices, (b) with cause, to the extent consistent with Good Utility Practices, or (c) as may be required in connection with transferring Sellers' rights or obligations thereunder to Buyer pursuant to this Agreement; (iv) Sell, lease or otherwise dispose of Emission Allowances, or Emission Reduction Credits identified in Schedule 2.1(h), except to the extent necessary to operate the Purchased Assets in accordance with this Section 6.1; (v) enter intoExcept as otherwise provided herein or in connection with the 18R Outage and consistent with the Outage Plan, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase or sale of nuclear fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 2000 or such other date that the parties Parties mutually agree; (vi) Enter into any power sales agreement having a term that extends beyond March 31, 2000 or such other date that the Parties mutually agree to be the date on which the Closing is expected to occur; (viiivii) Except as otherwise provided herein or in connection with the 18R Outage and consistent with the Outage Plan, enter into any power purchase commitmentcontract, having a term that extends beyond March 31agreement, 1998 commitment or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect arrangement relating to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businesses; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xiivi) above that will be delivered individually requires the payment for or provided after delivery of goods or services with a value exceeding $100,000 per annum and extends beyond March 31, 1998 2000, unless it is terminable by Sellers (or, after the Closing, by Buyer) without penalty or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater premium upon no more than $1,000,000sixty (60) days notice; (xivviii) Except as otherwise required by the terms of the Collective Bargaining Agreement, (a) hire at, or transfer to the Purchased Assets, any new employees prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of Sellers, (b) increase salaries or wages of employees employed in connection with the Purchased Assets prior to the Closing other than in the ordinary course of business and in accordance with Sellers' past practices, (c) take any action prior to the Closing to effect a change in the Collective Bargaining Agreement or any other Employee agreement being assumed by Buyer, or (d) take any action prior to the Closing to increase the aggregate benefits payable to the employees employed in connection with the Purchased Assets other than increases for Non-Union Employees in the ordinary course of business and in accordance with Sellers' past practices or (e) enter into any employment contracts with employees at the Purchased Assets or any collective bargaining agreements with labor organizations representing such employees; (ix) Make any Capital Expenditures except as permitted by Section 3.3(a)(ii) or for Sellers' account; and (x) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (xiiiix). (b) Notwithstanding anything in Section 7.1(a) Subject to the contraryapplicable NRC rules and regulations, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A a committee comprised of one Person or more senior representatives designated by the Sellers and one Person or more senior representatives designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee Buyer (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this AgreementAgreement to permit Buyer to observe and advise Sellers regarding the operation of the Purchased Assets and to facilitate the transfer of the Purchased Assets to Buyer at the Closing. From time to time, The Transition Committee will be kept fully apprised by GPUN of all the Plant's management and operating developments. The Transition Committee shall arrange for Buyer to assess the Plant's management and employees and shall have access to the management and board of directors of GPUN. The Transition Committee shall be accountable directly to the respective chief executive officers of Buyer and GPUN and shall from time to time report its findings to the senior management of each of NEP Sellers and the Buyer. (dc) Between Sellers shall advise Buyer regarding implementation or changes in PJM rules or procedures which are reasonably likely to have a Material Adverse Effect on the Plant. Sellers agree that they will not take or cause to be taken any action to reduce the current installed capacity credit PJM has assigned to the Plant under PJM rules, regulations or policies in effect on the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellershereof; provided, however, that the foregoing shall in no way restrict or prohibit Sellers will be under no obligation from taking or causing to follow take any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the action which generally affects Sellers' teams working on these specific issuesgenerating facilities. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. Seller (a1) Except as described in Schedule 7.1, during the period from the date of this Agreement to the Closing Date, the Sellers will shall operate the Purchased Assets and related businesses in the usual, regular and ordinary course of business consistent with good industry practice the past practices of Seller and consistent with Good Utility Practices, (2) shall use all commercially reasonable efforts Commercially Reasonable Efforts to preserve intact the such Purchased Assets and the businesses related theretoAssets, and endeavor use Commercially Reasonable Efforts to preserve the goodwill and relationships with its customers, suppliers and others having business dealings with themit with respect to the Purchased Assets, (3) shall maintain the insurance coverage described in Article 17 of the Power Supply Agreement, consistent with past practices of Seller and with Good Utility Practices, (4) shall maintain all books, records, files, working papers, correspondence, memoranda and other documentation relating to the Purchased Assets consistent with past practices of Seller and with Good Utility Practices, and (5) shall comply with all applicable Laws relating to the Purchased Assets, including, without limitation, all Environmental Laws, except where the failure to so comply would not be reasonably expected to result in a Material Adverse Effect with respect to the Purchased Assets. Without limiting the generality of the foregoing, and, except as (x) contemplated in this Agreement Agreement, or as described in Schedule 7.1(y) required under applicable Law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers will Seller shall not with respect to the Purchased Assets and related businessesAssets: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make Make any material change in the levels of fuel inventory and stores inventory Inventories customarily maintained by the Sellers Seller with respect to the Purchased Assets, other than changes which are consistent with good industry practiceGood Utility Practices; (iiiii) sellSell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any of material Purchased Assets individually or in the aggregate (except for Purchased Assets, other than assets Assets used, consumed or replaced in the ordinary course of business consistent with good industry practicepast practices of Seller or with Good Utility Practices) other than to encumber Purchased Assets with Permitted Liens; (iii) Modify, amend or voluntarily terminate prior to the expiration date any Contracts or Permits associated with such Purchased Assets in any material respect, other than (x) in the ordinary course of business, to the extent consistent with the past practices of Seller and with Good Utility Practices, (y) with cause, to the extent consistent with past practices of Seller or its Affiliates and with Good Utility Practices, or (z) as may be required in connection with transferring Seller's rights or obligations thereunder to Buyer pursuant to this Agreement; (iv) terminateExcept as otherwise provided herein, extend or otherwise amend enter into any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 or any other lease Contract relating to the extent any such extension Purchased Assets that requires annual payments by Seller that exceed $1,000,000 individually or amendment would require $3,000,000 in the lease to be disclosed on Schedule 5.9aggregate unless it is terminable by Seller (or, after the Closing Date, by Buyer) without penalty or waive any default by, or release, settle or compromise any claim against, any other party theretopremium upon no more than sixty (60) days notice; (v) enter intoOperate and maintain the Purchased Assets otherwise than in accordance with the terms and conditions of the Power Supply Agreement, terminatethe Amended and Restated Management Services Agreement, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NHas amended by the MSA Amendment, and Monroe, NHthe Energy Management Agreement; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer;and (vi) executeExcept as otherwise provided herein, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businesses; (xii) with respect to NERC, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater than $1,000,000; (xiv) enter into any written or oral contract, agreement, commitment or arrangement Contract with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (xiiiv). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. (a) Except ---------------------------------------------------- as described in Schedule 7.16.1 or as expressly contemplated by this Agreement or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, the Sellers will operate the Purchased Assets and related businesses in the usual, regular and ordinary course of business consistent with good industry practice the past practices of Sellers or their Affiliates and with Good Utility Practices and shall use all commercially reasonable efforts Commercially Reasonable Efforts to preserve intact the Purchased Assets and the businesses related theretoAssets, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with themit. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 7.16.1 or as required under applicable law or by any Governmental Authority, prior to E-44 between the date hereof and the Closing Date, without the prior written consent of the Buyer, the Sellers will shall not with respect to the Purchased Assets and related businessesAssets: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make Make any material change in the levels of fuel inventory and stores inventory Fuel Inventories or Non-Fuel Inventories customarily maintained by the Sellers or their Affiliates with respect to the Purchased Assets, other than consistent with good industry practice; (iiiii) Except as contemplated by Section 2.1(g), sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any of the Purchased Assets, other than assets Assets (except for Purchased Assets used, consumed or replaced in the ordinary course of business consistent with good industry practicepast practices of Sellers or their Affiliates and with Good Utility Practices; provided, however, that except for such transfers as are -------- ------- permitted pursuant to Section 10.6 hereof, prior to Closing, Sellers shall not, and shall not enter into any agreements to, sell, encumber or otherwise transfer any Emission Allowances to, or in favor of, any Person who is not a Party to this Agreement) other than to encumber Purchased Assets with Permitted Encumbrances; (iii) Except for Permits and Environmental Permits required to make the CTGs operational as required by Section 4.21 or as otherwise indicated on Schedule 1.1(118) or Schedule 2.1(e), modify, amend or voluntarily terminate prior to the expiration date any of the Sellers' Agreements or any of the material Permits or Environmental Permits in any material respect, other than (a) in the ordinary course of business, to the extent consistent with the past practices of Sellers or their Affiliates or with Good Utility Practices, (b) with cause, to the extent consistent with past practices of Sellers or their Affiliates or with Good Utility Practices, or (c) as may be required in connection with transferring Sellers' rights or obligations thereunder to Buyer pursuant to this Agreement; provided, however, that any material -------- ------- modifications or amendments that Sellers propose to make pursuant to clause (a), (b) or (c) of this Section 6.1(a)(iii) shall be in form and substance reasonably satisfactory to Buyer; (iv) terminateExcept as otherwise provided herein, extend or otherwise amend any of the Sellers' Agreements, the PPAs, any leases listed in Schedule 5.9 or any other lease to the extent any such extension or amendment would require the lease to be disclosed on Schedule 5.9, or waive any default by, or release, settle or compromise any claim against, any other party thereto; (v) enter into, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty or settlement other than entering into any such agreement, treaty or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered to the Buyer; (vi) execute, enter into, terminate or otherwise amend (x) any of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase purchase, sale, or sale transportation of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 greater than six months and not terminable on or such other date that the parties mutually agree to be the date on which before the Closing Date either (a) automatically or (b) by option of Sellers (or, after the Closing, by Buyer) in their sole discretion; (v) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement relating to the Purchased Assets (other than Capital Expenditures) that individually exceeds $25,000 or in the aggregate exceeds $500,000 unless it is expected terminable by Sellers without penalty or premium upon no more than sixty (60) days notice; (vi) Except as otherwise required by the terms of the IBEW Collective Bargaining Agreement, (a) materially increase salaries or wages of employees employed in connection with the Purchased Assets prior to occurthe Closing, (b) take any action prior to the Closing to effect a material change in the IBEW Collective Bargaining Agreement, or (c) take any action prior to the Closing to materially increase the aggregate benefits payable to the employees employed in connection with the Purchased Assets; (vii) Make any Capital Expenditures except as permitted by Section 3.3(a)(iii) or for Sellers' account; (viii) enter into any power purchase commitmentFail to maintain, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) with respect to the Purchased Assets and related businesses, (x) amend or cancel any liability or casualty insurance policies related thereto, (y) compromise, settle, withdraw, release or xxxxx any claims made or accruing thereunder or (z) fail to maintain by self insurance or with financially responsible insurance companies companies, insurance in such amounts and against such risks and losses as are customary for such assets and businessesrelated business; (ix) Enter into, amend, terminate, extend or otherwise modify any real or personal property Tax agreement, treaty or settlement affecting the Purchased Assets; (x) Make any material change in the quantity of anthracite silt located at Buck Run or Forrestville; (xi) Enter into any settlement agreement or arrangement with respect to any IBEW Grievance that is reasonably likely to cause a Material Adverse Effect; or (xii) with respect to NERCExcept as otherwise provided herein, permit or cause NERC to change its capital structure; amend its charter, by-laws or other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business as presently conducted; (xiii) enter into any commitment or contract for goods or services not addressed in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur, in an amount greater than $1,000,000; (xiv) enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (xiiixi). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; provided, however, that the Sellers will be under no obligation to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agents. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.

Conduct of Business Relating to the Purchased Assets. (a) Except as described set forth on Schedule 6.1, as required for Seller to comply with applicable Law, as contemplated by this Agreement or any Additional Agreement, or to the extent Buyer otherwise consents in Schedule 7.1writing (such consent not to be unreasonably withheld or delayed), during the period from the date of this Agreement to the Closing Date, the Sellers will Seller shall operate the Purchased Assets and related businesses in the usual, regular and ordinary course of business consistent with good industry practice the past practices of Seller and in accordance with Good Utility Practices, and shall use all commercially reasonable efforts Commercially Reasonable Efforts to preserve intact the Purchased Assets and the businesses related theretoAssets, and endeavor to preserve the goodwill and relationships with customers, suppliers vendors, suppliers, employees and others having business dealings with themthe Seller. Without limiting the generality of the foregoing, and, except as set forth on Schedule 6.1, as required for Seller to comply with applicable Law, as contemplated in by this Agreement or as described any Additional Agreement, or to the extent Buyer otherwise consents in Schedule 7.1writing (such consent not to be unreasonably withheld or delayed), prior to between the date hereof and the Closing Date, without the prior written consent of the BuyerSeller shall not, the Sellers will not with respect to the Purchased Assets and related businesses: (i) (x) except for (1) Permitted Encumbrances and (2) indebtedness constituting Excluded Liabilities that does not create an Encumbrance on the Purchased Assets, create, incur, assume or suffer to exist any indebtedness for borrowed money (including obligations in respect of capital leases); or (y) assume, guarantee, endorse or otherwise become directly liable or responsible (whether directly or indirectly, contingently or otherwise) for the obligations of any Person; (ii) make any material change in the levels of fuel inventory and stores inventory customarily maintained by the Sellers with respect to the Purchased Assets, other than consistent with good industry practice;: (iiia) sellSell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any of the Purchased Assets, other than assets Assets (except for Purchased Assets used, consumed or replaced in the ordinary course of business consistent with good industry practicepast practices of Seller or and in accordance with Good Utility Practices) other than to the extent that any such action results in a Permitted Encumbrance; (ivb) terminateModify, extend amend or otherwise amend voluntarily terminate prior to the expiration date any material Seller's Agreement set forth on Schedule 2.1(d), other than (i) in the ordinary course of the Sellers' Agreementsbusiness, the PPAs, any leases listed in Schedule 5.9 or any other lease to the extent any such extension consistent with the past practices of Seller and in accordance with Good Utility Practices or amendment would require the lease (ii) as may be required in connection with transferring Seller's rights or obligations thereunder to be disclosed on Schedule 5.9, or waive any default by, or release, settle or compromise any claim against, any other party theretoBuyer pursuant to this Agreement; (vc) enter intoEnter into any contract, terminate, extend or otherwise amend any real or personal property Tax agreement, treaty commitment or settlement arrangement relating to the Purchased Assets that provides for future payments in any twelve-month period that individually exceed $100,000 or in the aggregate exceed $250,000, unless it is terminable by Seller without penalty or premium upon no more than sixty (60) days' notice, other than entering into any such agreementcontract, treaty commitment or settlement with Hinsdale, NH, Lebanon, NH, and Monroe, NH; on substantially the same terms as reflected in the drafts heretofore delivered arrangement relating to the Buyerany capital expenditure; (vid) execute, enter into, terminate or otherwise amend (x) Make any material change in the level of the Permits, other than routine renewals or non-material modifications or amendments, (y) the MOA I or the MOA II or (z) any other agreement, order, decree or judgment relating to the current or any new NPDES permit for Xxxxxxx Point; (vii) enter into any commitment for the purchase or sale of fuel (whether commodity or transportation) having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (viii) enter into any power purchase commitment, having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (ix) enter into any power sales commitments having a term that extends beyond March 31, 1998 or such other date that the parties mutually agree to be the date on which the Closing is expected to occur; (x) [Intentionally omitted] (xi) inventories customarily maintained by Seller with respect to the Purchased Assets, other than in the ordinary course of business or consistent with Good Utility Practice; (e) Make or commit to any capital expenditures relating to the Purchased Assets and related businessesin excess of 110% of the amount reflected for such expenditures in the Seller's budget attached hereto as Schedule 6.1(e), for the year in which those capital expenditures are made, except for capital expenditures (xA) amend required under any Seller's Agreement or cancel any liability by a Governmental Authority; (B) incurred in connection with the repair or replacement of facilities destroyed or damaged due to casualty insurance policies related thereto, or accident (y) compromise, settle, withdraw, release whether or xxxxx any claims made or accruing thereunder not covered by insurance); or (zC) fail necessary or appropriate under Good Utility Practices to provide or maintain safe and adequate electric transmission services on the Virginia Eastern Shore; (f) Except as consistent with past practice, agree or consent to any material changes in courses of dealing with the VSCC, PJM or the FERC, in each case in respect of the operations of the Purchased Assets, except as required by applicable Law, with respect to the SOS case currently pending, or to obtain or renew Transferable Permits or agreements in the ordinary course of business consistent with past practice; (g) Fail to maintain by self insurance or on the Purchased Assets with financially responsible insurance companies insurance (or if applicable, self insure) in such amounts and against such risks and losses as are customary for such assets and businessesin the ordinary course of business consistent with past practice; (xiih) with Other than in the ordinary course of business, amend in any material respect or allow to NERCterminate or lapse in any material respect, permit or cause NERC any Seller's Permit material to change its capital structure; amend its charterthe Purchased Assets, by-laws or taken as a whole, other governing documents; issue new securities; merge, consolidate or combine with any other entity; hire any employees; purchase or sell any assets; create or suffer to exist; any liabilities, contingent or otherwise, not directly attributable to its general partnership interests in OSP and OSP II; or change its business than as presently conductedrequired by applicable Law; (xiiii) enter Enter into any commitment agreements which would be transferred to Buyer under Section 2.1(d) that would limit or contract for goods or services not addressed otherwise restrict in clauses (i) through (xii) above that will be delivered or provided after March 31, 1998 or such other date that any material respect the parties mutually agree to be use of the date on which the Closing is expected to occur, in an amount greater than $1,000,000Purchased Assets; (xivj) With respect to the Purchased Assets, change, in any material respect, its accounting methods or practices (except in accordance with changes in generally accepted accounting principles, subject to FERC's uniform system of accounts), credit practices, collection policies, or investment, financial reporting, or inventory practices or policies or the manner in which the books and records relating to the Purchased Assets are maintained; and (k) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the prohibited transactions set forth in the foregoing paragraphs (ia) through (xiiij). (b) Notwithstanding anything in Section 7.1(a) to the contrary, the Sellers may, in their sole discretion, make (i) Maintenance Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary and (iii) enter into the settlement agreement with regard to the Fifteen Mile Falls Project, substantially in the form heretofore delivered to the Buyer. (c) A committee comprised of one Person designated by the Sellers and one Person designated by the Buyer, and such additional Persons as may be appointed by the Persons originally appointed to such committee (the "Transition Committee") will be established as soon after execution of this Agreement as is practicable to examine the business issues affecting the Purchased Assets and related businesses of the Sellers after the date hereof, giving emphasis to cooperation between the Buyer and the Sellers after the execution of this Agreement. From time to time, the Transition Committee shall report its findings to the senior management of each of NEP and the Buyer. (d) Between the date of this Agreement and the Closing Date, in the interest of cooperation between the Sellers and the Buyer To Seller's Knowledge and to permit informed action by the Buyer regarding its rights pursuant to Section 7.1(a) to grant, consent or to waive prohibitions or limitations under Section 7.1(a), the parties agree as follows: (i) At the sole responsibility and expense of the Buyer, the Sellers will permit designated employees ("Observers") of the Buyer to observe all operations of the Sellers that relate to the Purchased Assets and related businesses, and such observation will be permitted on a cooperative basis in the presence of personnel of the Sellers but not restricted to the normal business hours of the Sellers; provided, however, that such observers and their actions shall not unreasonably interfere with the operation of the Sellers business. The Buyer's Observers may recommend or suggest actions be taken or not be taken by the Sellers; providedKnowledge, however, neither Party shall take any action that the Sellers will be under no obligation is intended to follow any such recommendations or suggestions and the Sellers shall be entitled, subject to this Agreement, to conduct their business result in accordance with their own judgment and discretion. The Buyer's Observers shall have no authority to bind or make agreements on behalf of the Sellers; to conduct discussions with or make representations to third parties on behalf of the Sellers; or to issue instructions to or direct or exercise authority over the Sellers or any of the Seller's officers, employees, advisors or agentsconditions to Closing set forth in Article VII not being satisfied. (ii) For certain specific issues, such as the Xxxxxxx Point NPDES permit negotiations and planning, the Sellers may assign Observers to the Sellers' teams working on these specific issues. (iii) The Buyer shall have the right, to the extent that it can demonstrate to NEP a legitimate business purpose, to direct that NEP enter into contracts and commitments that exceed the limitations imposed by Sections 7.1(a)(ii) and (vii); provided, however, that in such event the Buyer will assume for its own account any obligations and liabilities associated therewith, all of which shall constitute Assumed Obligations for purposes of this Agreement; provided, however, that NEP shall not be required to enter into such contracts and commitments unless the Buyer has provided NEP with a reasonable mechanism to hold NEP harmless for any liabilities incurred in connection with such contracts and commitments. (e) The Buyer and Sellers each agree to consult with each other regarding matters involving the governing arrangements or procedures of the New England Power Pool. The Sellers shall take the Buyer's views on such matters into account, with particular deference to matters involving predominately the generation business, prior to exercising Sellers' rights and obligations with respect to the New England Power Pool.