Common use of Conduct Pending Closing Clause in Contracts

Conduct Pending Closing. From the date hereof until the Closing, the Company shall, and Seller shall cause the Company to, conduct and carry on its businesses in the Ordinary Course, and use commercially reasonable efforts to preserve intact the assets and properties of the Company, reasonable wear and tear excepted, as well as the Company Employees, and maintain and preserve their relationships with customers, suppliers and others having business relationships with the Company. Except as contemplated by this Agreement, as set forth in Section 6.03 of the Disclosure Schedule or as otherwise consented to in writing by Buyer, the Company shall, and Seller shall cause the Company to: (a) not split, combine or reclassify any Shares or other equity interests; (b) not declare, set aside, make or pay any dividend or other distribution in respect of the Shares or any other equity interests of the Company; (c) not authorize for issuance, issue or sell or agree or commit to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock or other equity interests, or grant any stock appreciation, phantom stock, profit participation, profits interests or similar rights or obligations with respect to any capital stock or other equity interests; (d) not redeem or repurchase any Shares or other equity interests, except repurchases of any equity interests issued to employees or directors of, or consultants or advisors to, the Company in connection with the termination of such employee, director, consultant or advisor; (e) not make any change to the Organizational Documents; (f) not purchase, sell, lease, license, mortgage, pledge or otherwise acquire or dispose of any properties, rights or assets with a value in excess of $50,000; (g) other than in the Ordinary Course, except as set forth in Section 4.10(a) of the Disclosure Schedule, not enter into, or become obligated under, any Contract that would be a Material Contract if existing on the date hereof except for any lease, contract, agreement or commitment with respect to capital expenditures in accordance with Section 6.03 or not prohibited by Section 6.03(p); (h) except as specifically provided in this Agreement, materially amend, waive or terminate (except in the event the term thereof ends) any Material Contract; provided, however, that the foregoing shall in no event prohibit the Company from amending, renewing or extending Material Contracts in the Ordinary Course; (i) not enter into any agreement or commitment with any Affiliate of Seller or the Company other than in the Ordinary Course and terminable without payment or penalty by the applicable Company on or before Closing; (j) not grant any Lien, or permit or suffer to exist any Lien, other than a Permitted Exception, on any of the properties or assets of the Company, except, in each case, in the Ordinary Course or pursuant to credit facilities in existence on the date hereof (or any extensions, renewals or refinancings thereof) or cancel any material debts or waive any material claims or rights of the Company other than in the Ordinary Course; (k) not change, amend or otherwise modify any accounting practice or policy, except as required by Applicable Law or changes in GAAP; (l) not, to the extent it may affect or relate to the Company, make, change or revoke any election relating to Taxes, change any accounting methods, principles, or practice for Tax purposes, file any amended Tax Return, enter into any closing agreement with respect to Taxes, or settle or compromise any claim, assessment, or proceeding in respect of Taxes , consent to any extension or waiver of any statute of limitations with respect to any assessment or determination of any Taxes, surrender any right to claim a Tax refund, enter into any sharing, indemnity or allocation agreement related to Taxes, make any Tax amnesty filing or other voluntary Tax disclosure, prepare any Tax Return in a manner that is inconsistent with past practice, fail to pay any estimated or other Taxes when due, or take any action, omit to take any action or enter into any other transaction that would have the effect of materially increasing the liability for Taxes or materially reducing any tax asset of the Company in respect of any taxable period beginning after the Closing Date (and with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date); (m) increase in any respect the compensation, salary, wages, bonus or fringe benefits of any current or former director, officer, manager, employee, consultant or other service provider of the Company (including any current or former leased employees), or any spouse, dependent or beneficiary thereof, other than as required by any Employee Plan existing on the date hereof or Applicable Law or as expressly contemplated under this Agreement; (n) make any increase in, or accelerate the vesting of, the compensation or benefits payable or to become payable, or grant any retention, severance or termination pay (or rights thereto) to any current or former director, officer, manager, employee, consultant or other service provider of the Company (including any current or former leased employees), or any spouse, dependent or beneficiary thereof, or enter into, amend or terminate any Employee Plan (or enter into any new plan or arrangement that would be an Employee Plan if in effect on the date hereof), other than as required by any Employee Plan existing on the date hereof or Applicable Law or as expressly contemplated under this Agreement; (o) maintain in full force and effect, policies of insurance of substantially the same type, character and coverage as the policies carried and maintained by the Company as of the date of this Agreement; (p) not authorize or commit to make any capital expenditures following the Closing except aggregate capital expenditures of less than $50,000; (q) not purchase or sell any mortgage servicing rights; (r) not originate or service any loans in the states listed on Section 4.15(w) of the Disclosure Schedule; (s) continue hedging practices in accordance with historic practice; (t) not enter into any settlement with respect to any repurchase claims or demands from Investors which settlement is outside of the Ordinary Course; (u) not adopt a plan of merger, consolidation, liquidation, dissolution, restructuring, recapitalization, bankruptcy, suspension of payments or other reorganization; (v) not make any increases or decreases in the Repurchase Reserve except in the Ordinary Course; and (w) not agree or commit to do or otherwise take any action inconsistent with any of the foregoing. Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the Company’s operations prior to the Closing.

Conduct Pending Closing. (a) From the date hereof until of this Agreement to the ClosingClosing Date, the Company shall, will (and Seller shall the Management Shareholders will cause the Company to), and will (and the Management Shareholders will cause the Company to) cause the Subsidiaries to, conduct their respective operations and carry on its businesses affairs in the Ordinary Course, Course of Business and use exercise commercially reasonable efforts to preserve intact their respective business organization, personnel and goodwill, except in either case for actions taken with Buyer's prior written consent or to prepare for the assets and properties consummation of the Company, reasonable wear and tear excepted, as well as the Company Employees, and maintain and preserve their relationships with customers, suppliers and others having business relationships with the Company. Except as transactions contemplated by this Agreement. Notwithstanding anything contained herein to the contrary, neither the Company nor any Subsidiary will, without the prior written consent of Buyer, which will not be unreasonably withheld or delayed: i. terminate, amend in any material respect, or waive any material rights under any Applicable Contract; ii. enter into or adopt any collective bargaining agreement with any labor union or similar organization, except as set forth required by Legal Requirements; iii. enter into or amend in Section 6.03 any material respect any employment or consulting agreement with any employee or consultant; iv. make or revoke any material tax election, settle or compromise any material Tax liability or materially amend any Tax return that would reasonably be expected to have an adverse effect on the Business; v. permit any of the Disclosure Schedule Insurance policies to expire, or as otherwise consented to be canceled or terminated, unless a comparable Insurance policy reasonably acceptable to Buyer is obtained and put in writing by Buyereffect; vi. adopt a plan of complete or partial liquidation, the Company shalldissolution, and Seller shall cause the Company to: (a) not splitmerger, combine or reclassify any Shares consolidation, restructuring, recapitalization or other equity interestsreorganization, or otherwise permit the corporate existence of any of such Persons or the material rights or franchises or any license, permit or authorization under which the Business operates, to be suspended, lapsed or revoked; (b) not declare, set aside, make or pay any dividend or other distribution in respect of the Shares or any other equity interests of the Company; (c) not authorize for issuance, issue or sell or agree or commit to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock or other equity interests, or grant any stock appreciation, phantom stock, profit participation, profits interests or similar rights or obligations with respect to any capital stock or other equity interests; (d) not redeem or repurchase any Shares or other equity interests, except repurchases of any equity interests issued to employees or directors of, or consultants or advisors to, the Company in connection with the termination of such employee, director, consultant or advisor; (e) not make any change to the Organizational Documents; (f) not purchase, vii. sell, leaseassign, abandon, allow to lapse, transfer, license, mortgage, pledge or otherwise acquire or dispose of of, in whole or in part, any properties, rights or assets with a value in excess of $50,000; (g) other than in the Ordinary CourseBusiness Intellectual Property, except as set forth in Section 4.10(a) of the Disclosure Schedule, not enter into, or become obligated under, any Contract that would be a Material Contract if existing on the date hereof except for any lease, contract, agreement or commitment with respect to capital expenditures in accordance with Section 6.03 or not prohibited by Section 6.03(p); (h) except as specifically provided in this Agreement, materially amend, waive or terminate (except in the event the term thereof ends) any Material Contract; provided, however, that the foregoing shall in no event prohibit the Company from amending, renewing or extending Material Contracts in the Ordinary Course; (i) not enter into any agreement or commitment with any Affiliate of Seller or the Company other than in the Ordinary Course and terminable without payment or penalty by the applicable Company on or before Closing;of Business; or (j) not grant any Lienviii. perform, or permit to occur or suffer to exist any Lien, other than a Permitted Exception, on any of the properties or assets of the Company, except, in each case, in the Ordinary Course or pursuant to credit facilities in existence on Restricted Event. (b) From the date hereof (or any extensions, renewals or refinancings thereof) or cancel any material debts or waive any material claims or rights of the Company other than in the Ordinary Course; (k) not change, amend or otherwise modify any accounting practice or policy, except as required by Applicable Law or changes in GAAP; (l) not, this Agreement to the extent it may affect or relate to the Company, make, change or revoke any election relating to Taxes, change any accounting methods, principles, or practice for Tax purposes, file any amended Tax Return, enter into any closing agreement with respect to Taxes, or settle or compromise any claim, assessment, or proceeding in respect of Taxes , consent to any extension or waiver of any statute of limitations with respect to any assessment or determination of any Taxes, surrender any right to claim a Tax refund, enter into any sharing, indemnity or allocation agreement related to Taxes, make any Tax amnesty filing or other voluntary Tax disclosure, prepare any Tax Return in a manner that is inconsistent with past practice, fail to pay any estimated or other Taxes when due, or take any action, omit to take any action or enter into any other transaction that would have the effect of materially increasing the liability for Taxes or materially reducing any tax asset of the Company in respect of any taxable period beginning after the Closing Date (and with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date); (m) increase in any respect the compensation, salary, wages, bonus or fringe benefits of any current or former director, officer, manager, employee, consultant or other service provider of Sellers and the Company (including any current or former leased employees)will not, or any spouse, dependent or beneficiary thereof, other than as required by any Employee Plan existing on the date hereof or Applicable Law or as expressly contemplated under this Agreement; (n) make any increase in, or accelerate the vesting of, the compensation or benefits payable or and will cause their respective Affiliates to become payable, or grant any retention, severance or termination pay (or rights thereto) to any current or former director, officer, manager, employee, consultant or other service provider of the Company (including any current or former leased employees), or any spouse, dependent or beneficiary thereof, or enter into, amend or terminate any Employee Plan (or enter into any new plan or arrangement that would be an Employee Plan if in effect on the date hereof), other than as required by any Employee Plan existing on the date hereof or Applicable Law or as expressly contemplated under this Agreement; (o) maintain in full force and effect, policies of insurance of substantially the same type, character and coverage as the policies carried and maintained by the Company as of the date of this Agreement; (p) not authorize or commit to make any capital expenditures following the Closing except aggregate capital expenditures of less than $50,000; (q) not purchase or sell any mortgage servicing rights; (r) not originate or service any loans in the states listed on Section 4.15(w) of the Disclosure Schedule; (s) continue hedging practices in accordance with historic practice; (t) not enter into any settlement with respect to any repurchase claims or demands from Investors which settlement is outside of the Ordinary Course; (u) not adopt a plan of merger, consolidation, liquidation, dissolution, restructuring, recapitalization, bankruptcy, suspension of payments or other reorganization; (v) not make any increases or decreases in the Repurchase Reserve except in the Ordinary Course; and (w) not agree or commit to do or otherwise take any action inconsistent with any of the foregoing. Nothing contained in this Agreement shall give Buyernot, directly or indirectly, the right to control enter into or direct the Company’s operations prior continue any negotiations, discussions or Contracts contemplating or relating to the Closingacquisition by any Person other than Parent and Buyer of all or any part of the Shares or other securities, or of any properties or assets of, the Company or a Subsidiary (regardless of the form of the transaction, but excluding sales of inventory and miscellaneous assets in the Ordinary Course of Business), or furnish to any person other than Parent and Buyer any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage the submission of, any proposal that would reasonably be expected to relate to any such acquisition.

Conduct Pending Closing. From Prior to consummation of the Transactions or the termination or expiration of this Agreement pursuant to its terms, unless Purchaser shall otherwise consent in writing, and except (i) for actions which are required by Law, (ii) for reasonable actions taken in connection with any emergency force majeure event and promptly disclosed in writing to Purchaser, (iii) for actions which arise solely from or are related to and only affect the Excluded Assets or the Excluded Liabilities, or the anticipated transfer of the Purchased Assets, or (iv) as otherwise contemplated by this Agreement or disclosed in Schedule 6.4, Seller shall: Operate and maintain the Project, or cause the Project to be operated and maintained, in all material respects in accordance with the ordinary course of business consistent with past practices and Good Utility Practices and applicable Laws, including Environmental Laws, and maintain in effect the Interim LTSA and otherwise ensure the provision of customary maintenance of the combustion and steam turbines of the Project in compliance with GEII's technical requirements and information; Not amend, terminate, renegotiate or, except as required by their terms, renew any existing Transmission Purchase Agreement or Project Contract or enter into any new Project Contract that would (if it existed on the date hereof until hereof) have been required to be listed in Schedule 4.8, or default (or take or omit to take any action that, with the giving of notice or passage of time or both, would constitute a default) under Seller's obligations under any Transmission Purchase Agreement or Project Contract or waive any default by, or release, settle or compromise any claim against, any other party to a Transmission Purchase Agreement or Project Contract; Not sell, lease, transfer or dispose of, or make any contract for the sale, lease, transfer or disposition of, any material assets or properties which would be included in the Purchased Assets, except disposition of Consumables in the ordinary course of business; Not (i) incur any obligations for borrowed money or guarantee or otherwise become liable for the obligations of, or make any loans or advances to, any Person, except as would after the Closing constitute an Excluded Liability or (ii) delay the payment or discharge of any liability under the Interim LTSA or which, upon the Closing, would be an Assumed Liability, whether because of the Transactions or otherwise; Not grant any Encumbrance on any Purchased Assets, except Permitted Encumbrances; Maintain or cause to be maintained in force and effect the material property and liability insurance policies related to the Project; Ensure that the inventory of Consumables reflected on the Closing Inventory Report shall not be less than the inventory of Consumables reasonably necessary for the operation of the Project for not less than the thirty (30) day period following the Closing; Not take any action which would cause any of Seller's representations and warranties set forth in Article 4 to be untrue in any material respect as of the Closing; Use Commercially Reasonable Efforts (i) to document, or cause to be documented, prior to the Closing, the Company shall, and Seller shall cause complete terms of all Warranties the Company to, conduct and carry on its businesses in the Ordinary Course, and use commercially reasonable efforts to preserve intact the assets and properties complete terms of which are not documented as of the Company, reasonable wear Effective Date and tear excepted(ii) to obtain assignments from third parties to Seller of all Warranties which, as well as the Company Employees, and maintain and preserve their relationships with customers, suppliers and others having business relationships with the Company. Except as contemplated by this Agreement, as set forth in Section 6.03 of the Disclosure Schedule or as otherwise consented to in writing by BuyerEffective Date, the Company shall, and Seller shall cause the Company to: (a) not split, combine or reclassify any Shares or other equity interests; (b) not declare, set aside, make or pay any dividend or other distribution in respect of the Shares or any other equity interests of the Company; (c) not authorize for issuance, issue or sell or agree or commit to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock or other equity interests, or grant any stock appreciation, phantom stock, profit participation, profits interests or similar rights or obligations with respect are made to any capital stock or other equity interests; (d) not redeem or repurchase any Shares or other equity interests, except repurchases of any equity interests issued to employees or directors of, or consultants or advisors to, the Company in connection with the termination of such employee, director, consultant or advisor; (e) not make any change to the Organizational Documents; (f) not purchase, sell, lease, license, mortgage, pledge or otherwise acquire or dispose of any properties, rights or assets with a value in excess of $50,000; (g) Person other than in Seller; and Not, without first consulting with Purchaser regarding the Ordinary Coursesame, except as set forth in Section 4.10(a) of the Disclosure Scheduleresolve, not enter intosettle or compromise any material Environmental Condition, Environmental Claim or become obligated underEnvironmental Liability, including without limitation with any Contract that would be a Material Contract if existing Governmental Authority, which could impose any post-Closing liabilities on the date hereof except for Purchaser or require any lease, contract, agreement or commitment with respect to capital expenditures in accordance with Section 6.03 or not prohibited by Section 6.03(p); (h) except as specifically provided in this Agreement, materially amend, waive or terminate (except in the event the term thereof ends) any Material Contractpost-Closing Remediation; provided, however, that the foregoing nothing in this Section 6.4 shall in no event prohibit the Company from amending, renewing or extending Material Contracts in the Ordinary Course; (i) not enter into any agreement or commitment with any Affiliate of obligate Seller or the Company to make expenditures other than in the Ordinary Course and terminable without payment or penalty by the applicable Company on or before Closing; ordinary course of business consistent with past practices, (jii) not grant any Lienpreclude Seller from paying, or permit or suffer to exist any Lien, other than a Permitted Exception, on any of the properties or assets of the Company, except, in each case, in the Ordinary Course or pursuant to credit facilities in existence on the date hereof (or any extensions, renewals or refinancings thereof) or cancel any material debts or waive any material claims or rights of the Company other than in the Ordinary Course; (k) not change, amend prepaying or otherwise modify satisfying any accounting practice or policyliability which, except if outstanding as required by Applicable Law or changes in GAAP; (l) not, to the extent it may affect or relate to the Company, make, change or revoke any election relating to Taxes, change any accounting methods, principles, or practice for Tax purposes, file any amended Tax Return, enter into any closing agreement with respect to Taxes, or settle or compromise any claim, assessment, or proceeding in respect of Taxes , consent to any extension or waiver of any statute of limitations with respect to any assessment or determination of any Taxes, surrender any right to claim a Tax refund, enter into any sharing, indemnity or allocation agreement related to Taxes, make any Tax amnesty filing or other voluntary Tax disclosure, prepare any Tax Return in a manner that is inconsistent with past practice, fail to pay any estimated or other Taxes when due, or take any action, omit to take any action or enter into any other transaction that would have the effect of materially increasing the liability for Taxes or materially reducing any tax asset of the Company in respect of any taxable period beginning after the Closing Date (and with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date); (m) increase in any respect the compensation, salary, wages, bonus or fringe benefits of any current or former director, officer, manager, employee, consultant or other service provider of the Company (including any current or former leased employees), or any spouse, dependent or beneficiary thereof, other than as required by any Employee Plan existing on the date hereof or Applicable Law or as expressly contemplated under this Agreement; (n) make any increase in, or accelerate the vesting of, the compensation or benefits payable or to become payable, or grant any retention, severance or termination pay (or rights thereto) to any current or former director, officer, manager, employee, consultant or other service provider of the Company (including any current or former leased employees), or any spouse, dependent or beneficiary thereof, or enter into, amend or terminate any Employee Plan (or enter into any new plan or arrangement that would be an Employee Plan if Assumed Liability or an Excluded Liability, (iii) preclude Seller from incurring any liabilities or obligations to any third party in effect on connection with obtaining such Party's consent to any transaction contemplated by this Agreement or the date hereof), other than as required by any Employee Plan existing on the date hereof or Applicable Law or as expressly contemplated Ancillary Agreements provided such liabilities and obligations incurred under this Agreement; clause (oiii) maintain shall be Excluded Liabilities or (iv) preclude Seller from instituting, participating in full force and effect, policies of insurance of substantially the same type, character and coverage as the policies carried and maintained by the Company as of the date of this Agreement; (p) not authorize or commit completing any program designed to make any capital expenditures following the Closing except aggregate capital expenditures of less than $50,000; (q) not purchase promote compliance or sell any mortgage servicing rights; (r) not originate comply with applicable Laws or service any loans in the states listed on Section 4.15(w) of the Disclosure Schedule; (s) continue hedging practices in accordance with historic practice; (t) not enter into any settlement Good Utility Practices with respect to any repurchase claims the Project or demands from Investors which settlement is outside of the Ordinary Course; (u) not adopt a plan of merger, consolidation, liquidation, dissolution, restructuring, recapitalization, bankruptcy, suspension of payments Purchased Assets or other reorganization; (v) not make obligate Seller to acquiesce in any increases or decreases reduction in the Repurchase Reserve except in the Ordinary Course; and (w) not agree or commit to do or otherwise take any action inconsistent with any of the foregoing. Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the Company’s operations prior to the ClosingPurchase Price.

Conduct Pending Closing. From the date hereof until the Closing, the Company shall, and Seller shall cause the Company to, conduct and carry on its businesses in the Ordinary Course, and use commercially reasonable efforts to preserve intact the assets and properties of the Company, reasonable wear and tear excepted, as well as the Company Employees, and maintain and preserve their relationships with customers, suppliers and others having business relationships with the Company. Except as contemplated by this Agreement, as set forth in Section 6.03 of the Disclosure Schedule or as otherwise consented to in writing by Buyer, the Company shall, and Seller shall cause the Company to: (a) The Company shall not do any of the following prior to the Closing unless waived by the Buyer in writing: (i) amend its Charter Documents or bylaws; (ii) merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business of, any corporation, partnership or other business organization or business division thereof; (iii) split, combine or reclassify any Shares or other equity interests; its outstanding capital stock; (biv) not declare, approve, set aside, make aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock or redeem or otherwise acquire any of its securities; (v) except for the Shares or any other equity interests exercise of the Company; (c) not outstanding rights, authorize for issuance, issue or sell issue, sell, deliver or agree or commit to issue issue, sell or sell deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock or other equity interests, or grant any stock appreciation, phantom stock, profit participation, profits interests or similar rights or obligations with respect to any capital stock or other equity interests; (d) not redeem or repurchase any Shares or other equity interests, except repurchases of any equity interests issued to employees class or directors of, or consultants or advisors to, the Company in connection with the termination of such employee, director, consultant or advisor; any other securities; (evi) not make any change to the Organizational Documents; (f) not purchasetransfer, sell, leaseagree to sell, license, mortgage, pledge or otherwise acquire lease or dispose of any properties, rights or assets with a value in excess Assets outside the ordinary course of $50,000; business; (gvii) other than in the Ordinary Course, except as set forth in Section 4.10(asubject any Asset to any Encumbrance; (viii) of the Disclosure Schedule, not enter into, modify or become obligated under, cancel any material Contract that would be a Material Contract if existing on the date hereof except for or otherwise incur any lease, contract, agreement or commitment with respect to capital expenditures in accordance with Section 6.03 or not prohibited by Section 6.03(p); (h) except as specifically provided in this Agreement, materially amend, waive or terminate (except Liability unless such action is in the event ordinary course of business; (ix) incur any financial debt; (x) discharge or satisfy any Encumbrance or pay or satisfy any material Liability except pursuant to the term terms thereof endsor compromise, settle or otherwise adjust any material claim or Litigation; (xi) increase compensation paid to any Material Contract; provided, however, that the foregoing shall in no event prohibit employee of the Company from amending, renewing or extending Material Contracts if such increase is not in the Ordinary Course; ordinary course of business; (ixii) not enter into any agreement or commitment with any Affiliate of Seller or materially alter the Company other than in the Ordinary Course and terminable without payment or penalty by the applicable Company on or before Closing; (j) not grant any Lien, or permit or suffer to exist any Lien, other than a Permitted Exception, on any of the properties or assets working capital of the Company, exceptsuch as the payment of payables, receipt of receivables or inventory management; (xiii) make any capital expenditure involving any individual case of more than $10,000; or (xiv) take, or agree in each casewriting or otherwise to take, any of the foregoing actions. (b) Until Closing, the Company shall, unless otherwise consented to by the Buyer in writing, (i) maintain its Assets in good operating condition and repair, and make all necessary renewals, additions and replacements thereto, and carry on its business diligently and substantially in the Ordinary Course same manner as heretofore and not make or pursuant institute any unusual or novel methods of manufacture, purchase, sale, lease, management, accounting or operation; (ii) maintain the insurance described on Schedule 4.18; (iii) use its best efforts to credit facilities in existence on preserve its business organization intact, keep available to the date hereof (or any extensions, renewals or refinancings thereof) or cancel any material debts or waive any material claims or rights Buyer the present key officers and employees of the Company other than in and preserve for the Ordinary Course; Buyer the present relationships of the Company's suppliers and customers and others having business relations with the Company; and (kiv) not change, amend or otherwise modify any accounting practice or policy, except as required by Applicable Law or changes in GAAP; (l) not, comply with all Laws applicable to the extent it may affect or relate to the Company, make, change or revoke any election relating to Taxes, change any accounting methods, principles, or practice for Tax purposes, file any amended Tax Return, enter into any closing agreement with respect to Taxes, or settle or compromise any claim, assessment, or proceeding in respect of Taxes , consent to any extension or waiver of any statute of limitations with respect to any assessment or determination of any Taxes, surrender any right to claim a Tax refund, enter into any sharing, indemnity or allocation agreement related to Taxes, make any Tax amnesty filing or other voluntary Tax disclosure, prepare any Tax Return in a manner that is inconsistent with past practice, fail to pay any estimated or other Taxes when due, or take any action, omit to take any action or enter into any other transaction that would have the effect of materially increasing the liability for Taxes or materially reducing any tax asset of the Company in respect of any taxable period beginning after the Closing Date (and with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date); (m) increase in any respect the compensation, salary, wages, bonus or fringe benefits of any current or former director, officer, manager, employee, consultant or other service provider of the Company (including any current or former leased employees), or any spouse, dependent or beneficiary thereof, other than as required by any Employee Plan existing on the date hereof or Applicable Law or as expressly contemplated under this Agreement; (n) make any increase in, or accelerate the vesting of, the compensation or benefits payable or to become payable, or grant any retention, severance or termination pay (or rights thereto) to any current or former director, officer, manager, employee, consultant or other service provider of the Company (including any current or former leased employees), or any spouse, dependent or beneficiary thereof, or enter into, amend or terminate any Employee Plan (or enter into any new plan or arrangement that would be an Employee Plan if in effect on the date hereof), other than as required by any Employee Plan existing on the date hereof or Applicable Law or as expressly contemplated under this Agreement; (o) maintain in full force and effect, policies of insurance of substantially the same type, character and coverage as the policies carried and maintained by the Company as of the date of this Agreement; (p) not authorize or commit to make any capital expenditures following the Closing except aggregate capital expenditures of less than $50,000; (q) not purchase or sell any mortgage servicing rights; (r) not originate or service any loans in the states listed on Section 4.15(w) of the Disclosure Schedule; (s) continue hedging practices in accordance with historic practice; (t) not enter into any settlement with respect to any repurchase claims or demands from Investors which settlement is outside of the Ordinary Course; (u) not adopt a plan of merger, consolidation, liquidation, dissolution, restructuring, recapitalization, bankruptcy, suspension of payments or other reorganization; (v) not make any increases or decreases in the Repurchase Reserve except in the Ordinary Course; and (w) not agree or commit to do or otherwise take any action inconsistent with any of the foregoing. Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the Company’s operations prior to the ClosingBusiness.

Conduct Pending Closing. From the date hereof until the Closing, the Company Sellers shall, and Seller shall cause the Company to, conduct and carry on its businesses business in the Ordinary Course, and use commercially reasonable efforts to preserve intact the assets and properties of the Company, reasonable wear and tear excepted, as well as the Company Employees, and maintain and preserve their relationships with customers, suppliers and others having business relationships with the Company. Except as contemplated by this Agreement, as set forth in Section 6.03 6.02 of the Disclosure Schedule or as otherwise consented to in writing by Buyer, which consent shall not be unreasonably conditioned, delayed or withheld, the Company Sellers shall, and Seller shall cause the Company to: (a) not split, combine or reclassify any Shares Membership Interests or other equity interests; (b) not declare, set aside, make or pay any dividend or other distribution in respect of the Shares Membership Interests or any other equity interests of the Company; (c) not authorize for issuance, issue or sell or agree or commit to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock Membership Interests or other equity interests, or grant any stock appreciation, phantom stock, profit participation, profits interests or similar rights or obligations with respect to any capital stock Membership Interests or other equity interests; (d) not redeem or repurchase any Shares Membership Interests or other equity interests, except repurchases of any equity interests issued to employees or directors of, or consultants or advisors to, the Company in connection with the termination of such employee, director, consultant or advisor; (e) not make any change to the Organizational Documentscertificate of formation, limited liability company agreement or other organizational documents of the Company; (f) not purchase, sell, lease, license, mortgage, pledge or otherwise acquire or dispose of any properties, rights or assets with a value in excess of $50,000; (g) other than in the Ordinary Course, except as set forth in Section 4.10(a) of the Disclosure Schedule, not enter into, or become obligated under, any Contract that would be a Material Contract if existing on the date hereof except for any lease, contract, agreement or commitment with respect to capital expenditures in accordance with Section 6.03 or not prohibited by Section 6.03(p)hereof; (h) except as specifically provided in this Agreement, materially amend, waive or terminate (except in the event the term thereof ends) any Material Contract; provided, however, that the foregoing shall in no event prohibit the Company from amending, renewing or extending Material Contracts in the Ordinary Course; (i) not enter into any agreement or commitment with any Affiliate of any Seller or the Company other than in the Ordinary Course and terminable without payment or penalty by the applicable Company on or before Closing; (j) not grant any Lien, or permit or suffer to exist any Lien, other than a Permitted Exception, on any of the properties or assets of the Company, except, in each case, in the Ordinary Course or pursuant to credit facilities in existence on the date hereof (or any extensions, renewals or refinancings thereof) or cancel any material debts or waive any material claims or rights of the Company other than in the Ordinary Course; (k) not change, amend or otherwise modify any accounting practice or policy, except as required by Applicable Law or changes in GAAP; (l) not, to the extent it may affect or relate to the Company, not make, change or revoke any election relating to TaxesTaxes of the Company, change any Tax accounting period, adopt or change any Tax accounting methods, principlespractices, or practice for Tax purposesprinciples and policies, file any amended Tax Return, enter into any Tax closing agreement with respect to Taxesagreement, or settle or compromise any claimTax audit, assessment, claim or other proceeding in respect or liability (other than the payment of Taxes in the ordinary course of business) with respect to Taxes of the Company, agree or consent to any extension or waiver of any statute of limitations with respect to any assessment or determination of any TaxesTaxes of the Company, make any voluntary Tax disclosure or Tax amnesty or other similar application or filing, or surrender any right to claim a Tax refund, enter into any sharing, indemnity or allocation agreement refund related to Taxes, make any Tax amnesty filing or other voluntary Tax disclosure, prepare any Tax Return in a manner that is inconsistent with past practice, fail to pay any estimated or other Taxes when due, or take any action, omit to take any action or enter into any other transaction that would have the effect of materially increasing the liability for Taxes or materially reducing any tax asset of the Company in respect of any taxable period beginning after the Closing Date (and with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date)Company; (m) increase in any respect the compensation, salary, wages, bonus or fringe benefits of any current or former director, officer, manager, employee, consultant or other service provider of the Company (including any current or former leased employees), or any spouse, dependent or beneficiary thereof, other than as required by any Employee Plan existing on the date hereof or Applicable applicable Law or as expressly contemplated under this Agreement; (n) make any increase in, or accelerate the vesting of, the compensation or benefits payable or to become payable, or grant any retention, severance or termination pay (or rights thereto) to any current or former director, officer, manager, employee, consultant or other service provider of the Company (including any current or former leased employees), or any spouse, dependent or beneficiary thereof, or enter into, amend or terminate any Employee Plan (or enter into any new plan or arrangement that would be an Employee Plan if in effect on the date hereof), other than as required by any Employee Plan existing on the date hereof or Applicable applicable Law or as expressly contemplated under this Agreement; (o) maintain in full force and effect, policies of insurance of substantially the same type, character and coverage as the policies carried and maintained by the Company as of the date of this Agreement; (p) not authorize or commit to make any capital expenditures following the Closing except aggregate capital expenditures of less than $50,00015,000; (q) not purchase or sell any mortgage servicing rights; (r) not originate or service any loans in the states listed on Section 4.15(w) of the Disclosure Schedule; (s) continue hedging practices in accordance with historic practice; (t) not enter into any settlement with respect to any repurchase claims or demands from Investors which settlement is outside of the Ordinary Course; (u) not adopt a plan of merger, consolidation, liquidation, dissolution, restructuring, recapitalization, bankruptcy, suspension of payments or other reorganization; (v) not make any increases or decreases in the Repurchase Reserve except in the Ordinary Course; and (wr) not agree or commit to do or otherwise take any action inconsistent with any of the foregoing. Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the Company’s operations prior to the Closing.