Common use of Covenants Relating to Conduct of Business Clause in Contracts

Covenants Relating to Conduct of Business. (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party: (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Section 7.1 Conduct of Business by the Company Pending the Merger. Except for matters as otherwise expressly contemplated by this Agreement or as set forth in Schedule 4.01 or otherwise expressly permitted the Company Disclosure Letter and except as contemplated by the terms Current Operating Plan and Budget of this Agreementthe Company and its Subsidiaries, attached hereto as Exhibit B (including the right to substitute projects of substantially similar characteristics), during the period from the date hereof to of this Agreement through the ClosingEffective Time, each Parent Party the Company shall, and shall cause each of its respective Existing Business to be conducted Subsidiaries to, in all material respects carry on its business in, and not enter into any material transaction other than in accordance with, the usual, regular and ordinary course in substantially and, to the same manner as previously conducted (including with respect to advertisingextent consistent therewith, promotions, capital expenditures and inventory levels) and use all its reasonable best efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businessits current business organization, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with whom they deal to the end that their respective businesses shall be unimpaired at the Closingit. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without Without limiting the generality of the foregoing), and except as otherwise expressly contemplated by this Agreement or as set forth in Schedule 4.01 or otherwise expressly permitted or required the Company Disclosure Letter, and except as contemplated by the terms Current Operating Plan and Budget of this Agreementthe Company and its Subsidiaries, each Parent Party attached hereto as Exhibit B, and subject to the provisions of Sections 8.4 and 10.4, the Company shall not, and shall not permit any cause each of its Affiliates Subsidiaries not to, do any of the following in connection with its Existing Business without the prior written consent of Investor: (a) other than in connection with (i) the conversion of Exchangeable Preferred into Common Stock in accordance with their current terms, (ii) the exercise of options outstanding prior to the date hereof in accordance with their current terms and (iii) the payment of dividends on the Exchangeable Preferred in accordance with its current terms, (x) declare, set aside or pay any dividends on, or make any other Parent Party:actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to its stockholders in their capacity as such, other than dividends declared prior to the date of this Agreement, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than as specified in clauses (i) through (iii) of paragraph (a) above); (c) amend its Certificate of Incorporation or By-Laws; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that in the aggregate have a value in excess of 1% of the Company's assets; (e) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets that in the aggregate have an excess of 1% of the Company's assets; (f) amend or otherwise modify, or terminate, any material Contract, or enter into any joint venture, lease or management agreement or other material agreement of the Company or any of its Subsidiaries; (g) incur any additional indebtedness (including for this purpose any indebtedness evidenced by notes, debentures, bonds, leases or other similar instruments, or secured by any lien on any property, conditional sale obligations, obligations under any title retention agreement and obligations under letters of credit or similar credit transaction) in a single transaction or a group of related transactions, enter into a guaranty, or engage in any other financing arrangements having a value in excess of 1% of the Company's assets, or make any loans, advances or capital contributions to, or investments in, any other person; (h) alter through merger, liquidation, reorganization, restructuring or in any other fashion its corporate structure or ownership; (i) with respect to except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it; (j) revalue any of its Contributed Subsidiariesassets, amend including, without limitation, writing down the value of its Organizational Documentsinventory or writing off notes or accounts receivable, except as is necessary to consummate other than in the Transactionsordinary course of business; (iik) make any tax election, change any annual tax accounting period, amend any tax return, settle or compromise any income tax liability, enter into any closing agreement, settle any tax claim or assessment, surrender any right to claim a tax refund or fail to make the payments or consent to any extension or waiver of the limitations period applicable to any tax claim or assessment; (l) except in the ordinary course of business, settle or compromise any pending or threatened suit, action or claim relating to the transactions contemplated hereby with a cost of $250,000 or more; (m) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than sweeping cash the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in, or contemplated by, the financial statements (or the notes thereto) of the Company or incurred in the ordinary course of business consistent with past practice; (n) increase in any manner the compensation or fringe benefits of any of its directors, officers and other key employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees, or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee, other than increases in the compensation of employees who are not officers or directors of the Company or any of its Subsidiaries made in the ordinary course of business consistent with past practice, make any declaration or payment or, except to the extent required by law, voluntarily accelerate the vesting of any dividend compensation or any other distribution in respect of its equity interest in any Contributed Subsidiarybenefit; (iiio) with respect waive, amend or allow to lapse any term or condition of its Contributed Subsidiariesany confidentiality, redeem "standstill", consulting, advisory or otherwise acquire any shares of its capital stock or issue any capital stock (except upon employment agreement to which the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stockCompany is a party; (p) approve any annual operating budgets for the Company and its Subsidiaries; (q) change the Company's dividend policy; (r) enter into any transaction with affiliates; (s) enter into any business other than the ownership, management, operation and development of assisted living facilities and business related thereto; (t) pursuant to or within the meaning of any bankruptcy law, (i) commence a voluntary case, (ii) consent to the entry of an order for relief against it in an involuntary case, (iii) consent to the appointment of a custodian of it or for all or substantially all of its property or (iv) incur make a general assignment for the benefit of its creditors; (u) purchase or assume lease or enter into a binding agreement to purchase or lease any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Businessreal property; (v) permit, allow enter into any employment agreement with any officer or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liensemployee; (viw) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement development agreement, option relating to new development or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change obligation relating to new development which in the methods or timing aggregate would have a cost to the Company in excess of collecting receivables or paying payables with respect to its Existing Business1% of the Company's assets; (x) other than in the ordinary course of businesstake, make or incur any capital expenditure in connection with its Existing Business that is not currently approved agree in writing or budgeted; (xi) sellotherwise to take, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by . During the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on period from the date of this Agreement through the Effective Time, (i) as requested by Investor, the Company shall confer on a regular basis with one or more representatives of Investor with respect to material operational matters; (Bii) grant new options the Company shall, within 30 days following each fiscal month, deliver to Investor financial statements, including an income statement and balance sheet for such month; and (iii) upon the knowledge of the Company or restricted stock any of its Subsidiaries of any Material Adverse Change to the Company, any USAi Business Employee except as material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be required under agreements contemplated), or the breach in existence on any material respect of any representation or warranty contained herein, the date of this Agreement. (c) Each Parent Party Company shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) notify Investor thereof. Notwithstanding any other provision of contained in this Agreement, following action taken by the Company and its Subsidiaries which is permitted under this Section 7.1 shall not constitute a misrepresentation or breach of warranty or covenant. The Company shall have the right to update the Company Disclosure Letter, as it relates to Section 5.12, between the date hereof, each Parent Party shall manage hereof and the Effective Time to reflect actions taken by the Company and its cash (including any sweeps thereof), payables and receivables relating Subsidiaries which are permitted to its Existing Business in each case in the ordinary course of business and consistent with past practicebe taken pursuant to this Section 7.1.

Covenants Relating to Conduct of Business. (a) Section 6.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Except for matters set forth in Schedule 4.01 or as otherwise expressly permitted contemplated by this Agreement or as described in the terms of this AgreementCompany Disclosure Letter, during the period from the date hereof to of this Agreement through the ClosingEffective Time, each Parent Party the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective Existing Business to be conducted businesses in, and not enter into any material transaction other than in accordance with, the usual, regular and ordinary course in substantially and, to the same manner as previously conducted (including with respect to advertisingextent consistent therewith, promotions, capital expenditures and inventory levels) and use all its reasonable best efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businesstheir current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with whom they deal to them. Without limiting the end that their respective businesses shall be unimpaired at generality of the Closing. Each Parent Party foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the Company shall not, and shall not permit any of its Affiliates Subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyParent: (ia) with (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect to of, any of its Contributed Subsidiariescapital stock, amend its Organizational Documentsor otherwise make any payments to stockholders of the Company in their capacity as such, except as is necessary other than (1) ordinary quarterly dividends by the Company consistent with past practice in an amount not in excess of $0.17 1/2 per share of Common Stock per quarter, the first such dividend to consummate be with a record date no earlier than January 16, 1996, or (2) dividends declared prior to the Transactionsdate of this Agreement; (iib) issue, deliver, sell, pledge, award, dispose of or otherwise encumber, or authorize the issuance, delivery, sale, pledge, disposition or other encumbrance of, any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Common Stock during the period from the date of this Agreement through the Effective Time upon the exercise of Company Stock Options outstanding on the date of this Agreement in accordance with their current terms; (c) amend its Certificate of Incorporation or Bylaws; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (e) other than sweeping cash in the ordinary course of business consistent with past practice, make sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiaryassets; (iiif) with respect to any of its Contributed Subsidiariesincur, redeem assume or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume prepay any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer issue or sell any Contributed Assets to become subjected to debt securities or guarantee any Lien debt securities of any nature whatsoeverothers, except Permitted Liens; (vi) cancel any material indebtedness (individually for borrowings or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold guarantees incurred in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company; or (xiih) authorize enter into or adopt any ofemployee benefit plans or programs (which if currently existing would come within the definition of Benefit Plans), or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi existing, Benefit Arrangement (Plan, agreement or arrangement, make any plan or arrangement that would be an USAi contribution to any Benefit Arrangement if adopted) relating primarily Plans which is disproportionately large when compared to its Existing Business prior contributions made to such Benefit Plan or enter into, adopt, extend (beyond the Closing Date), renew into or amend any collective bargaining agreement employee benefit plan (including without limitation, the Long- Term Incentive Plan) or other Contract relating to its Existing Business employment or consulting agreement, grant bonuses or compensation increases except (x) as permitted by Section 7.11 or (y) bonuses or compensation increases associated with any labor organizationBenefit Plans, union or association, except in each case, promotions and regular reviews in the ordinary course of business and consistent with past practice or as required by Applicable Lawbusiness; or (iii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements as a result of a change in existence on law or in generally accepting accounting principles, change any of the accounting practices or principles used by it; (j) make any tax election or settle or compromise any federal, state, local or foreign tax liability; (k) settle or compromise any pending or threatened suit, action or claim which is material; (l) enter into any material contracts or modify, amend, terminate any material contracts; (m) take or offer or propose to take, or agree to take in writing or otherwise any of the actions described in Sections 6.1 or any action which would make any of the representations or warranties of the Company contained in this Agreement untrue or incorrect as of the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party when made if such action had been taken, or would result in writing any of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a wholeOffer conditions not being satisfied. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters Section 6.1 Conduct of Business by the Company. During the period from the date of this Agreement to the Holdings Effective Time, except as expressly permitted by this Agreement or with the prior written consent of Laser or as set forth in Schedule 4.01 or otherwise expressly permitted by Section 6.1 of the terms of this AgreementCompany Disclosure Schedule, from the date hereof to the ClosingCompany shall, each Parent Party and shall cause its respective Existing Business to be conducted subsidiaries to, carry on the business of the Company and its subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously heretofore conducted (including and in compliance in all material respects with respect all applicable Laws and regulations and, to advertisingthe extent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep preserve intact the respective businesses current business organizations of such Parent Party's Existing Businessthe Company and its subsidiaries, keep available the services of their current employees and to preserve their its relationships with customers, suppliers, licensors, licensees, distributors those persons having business dealings with the Company and others with whom they deal its subsidiaries to the end that their respective the goodwill and ongoing businesses of the Company and its subsidiaries shall be unimpaired at the ClosingHoldings Effective Time. Each Parent Party Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Holdings Effective Time, the Company agrees as to itself and its subsidiaries that, except as expressly permitted by this Agreement or with the prior written consent of Laser or as set forth in Section 6.1 of the Company Disclosure Schedule: (i) Neither the Company nor any of its subsidiaries shall (x) declare, set aside or pay any distributions (whether in cash, stock or property) with respect to its capital stock or (y) split, combine, or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock (other than dividends or stock issuances by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company); (ii) Neither the Company nor any of its subsidiaries shall issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any options, warrants or rights to acquire, any such shares, voting securities or convertible securities (other than the issuance of Company Common Stock upon the exercise of Employee Stock Options in accordance with their terms and issuances by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company); (iii) The Company shall not amend its certificate of incorporation or by-laws; (iv) Other than as would not be material to the Company, the Company and its subsidiaries shall not acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or in any other manner, any business or any corporation, limited liability company, partnership, joint venture, association or other business organization or division thereof or (y) any assets that individually or in the aggregate are material to the Company and its subsidiaries; (v) Other than as would not be material to the Company, the Company and its subsidiaries shall not sell, lease, license or otherwise encumber or subject to any Lien or otherwise dispose of any of the properties or assets of the Company and its subsidiaries, other than in the ordinary course of business consistent with past practice or pursuant to existing contractual obligations, if any, set forth in Section 6.1 of the Company Disclosure Schedule; (vi) Other than in the ordinary course of business or as would not be material to the Company, the Company and its subsidiaries shall not (x) incur any indebtedness or (y) make any loans, advances or capital contributions to, or investments in, any other person (other than the Company or a subsidiary of the Company), other than to officers and employees of the Company and its subsidiaries for travel, business or relocation expenses in the ordinary course of business; (vii) Other than in the ordinary course of business or consistent with the Company's 1998 capital budget; (viii) Other than in the ordinary course of business, the Company and its subsidiaries shall not make any material Tax election or settle or compromise any material income Tax liability; (ix) Except in the ordinary course of business or except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its subsidiaries (i) shall not enter into any Contracts and (ii) shall not modify, amend or terminate any material Contract or agreement to which the Company or any of its subsidiaries is, or as of the Company Effective Time will be, a party or waive, release or assign any material rights or claims thereunder; (x) Except as required by Law or previously existing contractual arrangements, in the ordinary course of business consistent with past practice or as disclosed or otherwise provided in this Agreement, the Company will not, nor will it permit any of its subsidiaries to, (a) increase the compensation of any of its employees, (b) enter into any Contract with any of its employees regarding his or her employment, compensation or benefits, or (c) adopt any plan, arrangement or policy which would become a Company Plan or amend any Company Plan to the extent such adoption or amendment would create or materially increase any material liability or obligation on the part of the Company or its subsidiaries; (xi) The Company and its subsidiaries shall not make any change to their accounting methods, principles or practices, except as may be required by GAAP or Regulation S-X promulgated by the SEC or by Law; (xii) The Company shall not, and shall not permit any of its Affiliates subsidiaries to, take create, incur, suffer to exist or assume any action that would, or that could reasonably be expected to, result in material Lien on any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing)their assets, except as set forth in Schedule 4.01 would not have a Company Material Adverse Effect or otherwise expressly permitted or required by materially impair the terms Company's conduct of this Agreementthe business and operations of the Company and its subsidiaries, each Parent Party as presently conducted; (xiii) The Company shall not, and shall not permit any of its Affiliates subsidiaries to enter into any transaction or contract with, or (except pursuant to the Affiliate Agreements) make any payment to, do any Affiliate of the following in connection with its Existing Business without the prior written consent of the other Parent Party: Company (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash the Company's subsidiaries or its or their officers or directors in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary;); and (iiixiv) with respect to any of The Company and its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and subsidiaries shall not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any ofauthorize, or commit or agree to take, whether in writing or otherwise, to do any of, of the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Section 5.1 Conduct of Business by the Company Pending the Merger. Except for matters set forth in Schedule 4.01 or otherwise as expressly permitted by the terms clauses (i) through (xvii) of this AgreementSection 5.1, during the period from the date hereof of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the Closingextent consistent therewith, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable best efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businessits current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with whom they deal it to the end that their respective businesses its goodwill and ongoing business shall be unimpaired at the ClosingEffective Time. Each Parent Party Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Affiliates Subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyParent: (i) with (A) other than dividends paid by wholly-owned Subsidiaries, declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect to of, any of its Contributed Subsidiariescapital stock, amend or otherwise make any payments to its Organizational Documentsstockholders in their capacity as such, except as is necessary (B) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any other securities thereof or any rights, warrants or options to consummate the Transactionsacquire any such shares or other securities; (ii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options (including options under the Company Stock Option Plans) to acquire any such shares, voting securities, equity equivalent or convertible securities, other than sweeping cash (A) the issuance of shares of Company Common Stock upon the exercise of Company Stock Options outstanding on the date of this Agreement in accordance with their current terms, (B) the issuance of shares of Company Common Stock upon exercise of the Warrants, and (C) the grant of purchase rights or issuance of Shares pursuant to the Company Stock Purchase Plan in accordance with Section 6.5 of this Agreement; (iii) amend its charter or by-laws; (iv) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets with a fair market value in excess of $10,000, other than sales of inventory that are in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel incur any material indebtedness (individually for borrowed money, guarantee any such indebtedness or in the aggregate) make any loans, advances or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount capital contributions to, or sellother investments in, transfer or lease any of its assets toother person, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ixA) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or practices and, in the case of indebtedness and guarantees, in an amount not to exceed $100,000 and (xiiB) authorize any ofindebtedness, or commit or agree to takeloans, whether in writing or otherwiseadvances, to do any of, capital contributions and investments between the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, Company and shall not permit any of its Affiliates to: (i) adopt wholly-owned Subsidiaries or amend between any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter intoof such wholly-owned Subsidiaries, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practicepractices; (vii) alter (through merger, liquidation, reorganization, restructuring or in any other fashion) the corporate structure or ownership of the Company or any Subsidiary; (viii) except as provided in Section 5.1(viii) of the Company Letter and Section 6.5, enter into or adopt any, or amend any existing, severance plan, agreement or arrangement or enter into or amend any Company Plan or employment or consulting agreement; (ix) except as provided in Section 5.1(ix) of the Company Letter and Section 6.5, increase the compensation payable or to become payable to its directors, officers or employees (except for increases in the ordinary course of business consistent with past practice in salaries or wages of employees of the Company or any of its Subsidiaries who are not officers of the Company or any of its Subsidiaries) or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director or officer of the Company or any of its Subsidiaries, or establish, adopt, enter into, or, except as may be required to comply with applicable law, amend in any material respect or take action to enhance in any material respect or accelerate any rights or benefits under, any labor, collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (x) knowingly violate or knowingly fail to perform any obligation or duty imposed upon it or any Subsidiary by any applicable material federal, state or local law, rule, regulation, guideline or ordinance; (xi) make any change to accounting policies or procedures (other than actions required to be taken by generally accepted accounting principles); (xii) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiii) settle or compromise any Tax liability in excess of $100,000; (xiv) settle or compromise any claims or litigation in excess of $100,000 or commence any litigation or proceedings; (xv) enter into or amend any agreement or contract (i) having a term in excess of 12 months and which is not terminable by the Company or a Subsidiary without penalty or premium by notice of 60 days or less or (ii) which involves or is expected to involve payments of $100,000 or more during the term thereof (provided that in the case of agreements or contracts with any customer, the margins anticipated from any such agreement or contract shall be consistent in all material respects with historical margins); enter into or amend any other agreement or contract material to the Company and its Subsidiaries, taken as a whole; or purchase any real property, or make or agree to make any new capital expenditure or expenditures (other than the purchase of real property) which in the aggregate are in excess of $100,000; (xvi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of any such claims, liabilities or obligations in the ordinary course of business consistent with past practice or in accordance with their terms; or (xvii) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Covenants Relating to Conduct of Business. (a) Except for matters as set forth in Schedule 4.01 Section 5.01 of the Seller Disclosure Letter or as required by applicable Law or as otherwise expressly permitted or required by the terms of this Agreement, from the date hereof of this Agreement to the Closing, each Parent Party the Sellers shall cause its respective Existing the Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect and, to advertisingthe extent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable best efforts to (w) keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and Business Employees, (x) preserve their the Business’s relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall notit deals, and shall not permit any (y) maintain in effect all of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any Permits and (z) manage its working capital (including the timing of collection of accounts receivable and of the conditions set forth payment of accounts payable and the management of inventory) in Article V not being satisfiedthe ordinary course in the same manner as previously conducted. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 Section 5.01 of the Seller Disclosure Letter or as required by applicable Law or with respect to the Business as otherwise expressly permitted or required by the terms of this Agreement, each Parent Party the Sellers shall not, and shall not permit any of its Affiliates tothe Companies, to do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:Purchaser (such consent not to be unreasonably withheld, delayed or conditioned): (i) with respect to amend any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactionsorganizational documents of any of the Companies; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiariesthe Companies, (A) redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock or (B) amend any term of the Companies’ securities (whether by merger, consolidation or otherwise); (iii) establish, adopt or amend any Employee Plan (or any plan that would be a Employee Plan if adopted) except to the extent such capital stockaction would not increase liabilities with respect to such Business Employees or enter into, adopt, extend (beyond the Closing Date), renew or amend any Labor Agreement; (iv) incur except as required to comply with applicable Law, Labor Agreement or assume any indebtedness for borrowed money Employee Plan, (A) with respect to any Business Employee whose annual base compensation exceeds $100,000, (1) grant or guarantee increase any severance or termination pay (or amend any existing severance pay or termination arrangement or policies), (2) enter into any employment, deferred compensation or other similar agreement (or amend any such indebtedness in connection with its Existing Business; existing agreement), (vB) permitincrease compensation, allow bonus or suffer any Contributed Assets to become subjected other benefits payable to any Lien of any nature whatsoeverBusiness Employee, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries increases in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amountto Business Employees at an annualized compensation level of $100,000 or less, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viiiC) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in accelerate the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose payment of any bonus or other amounts or (D) hire or transfer employees into or out of the assets of its Existing Business, except inventory, programming for new hires at an annualized base compensation level of $100,000 or other goods or services sold less in the ordinary course of business consistent with past practice; (v) grant any Lien other than a Permitted Lien; (vi) make any change in any method of accounting or accounting practice or policy other than those required by GAAP; (vii) acquire, directly or indirectly, by merging or consolidating with (with respect to the Companies), or by purchasing a substantial portion of the assets of, any business or any corporation, partnership or other business organization or division thereof or otherwise acquire any assets other than (A) Inventory in the ordinary course of Business in the same manner as previously conducted and (B) acquisitions with a purchase price (including assumed indebtedness for borrowed money) that does not exceed $250,000 individually or $1,000,000 in the aggregate; (viii) make or incur any capital expenditure or any obligations or liabilities in respect thereof, that is not currently approved or budgeted and that, individually, is in excess of $500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $1,000,000; (ix) sell, lease, license, sublicense, allow to lapse, abandon or otherwise dispose of any of its assets that are (A) Purchased Assets, except the sales of Inventory in the ordinary course of business in the same manner as previously conducted or (B) the Companies’ assets, securities, properties, interests or businesses, except (1) inventory and obsolete or excess equipment sold in the ordinary course of business and (2) sales of assets, securities, properties, interests or businesses with a sale price (including any related assumed Indebtedness) that does not exceed $250,000 individually or $500,000 in the aggregate; (x) other than in connection with actions permitted by Section 5.01(vii) or Section 5.01(viii), make any loans, advances or capital contributions to, or investments in, any other person, other than in the ordinary course of business consistent with past practice; (xi) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money with respect to the Business or guarantees thereof other than indebtedness for borrowed money that is to be paid off in full at or prior to the Closing; (xii) (A) enter into any agreement or arrangement that limits or otherwise restricts in any material respect any Company, the Business or successor thereto (including, following the Closing, Purchaser and its affiliates) from engaging or competing in any line of business, in any location or with any person or (B) enter into, amend or modify in any material respect or terminate any Material Contract (or Contract following which amendment or modification such Contract would be considered a Material Contract), including the Contract set forth in Section 5.01(8)(a) of the Seller Disclosure Letter (the “Subject Agreement”), or otherwise waive, release or assign any material rights, claims or benefits of the Companies; (xiii) settle, or offer or propose to settle, any Proceeding involving or against any Company, the Business, the Purchased Assets or the Subject Shares, except for any such settlement providing only for payment of monetary damages in an amount less than $250,000; (xiv) make, revoke or change any Tax election, change any annual tax accounting period, adopt or change any method of tax accounting, amend any Tax Returns or file claims for Tax refunds, enter any closing agreement, enter into any agreement relating to Taxes, settle any Tax claim, audit or assessment, extend or waive the application of any statute of limitation regarding the assessment or collection of any Tax or surrender any right to claim a Tax refund, offset or other reduction in Tax liability; or (xiixv) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters as set forth in Schedule 4.01 or Section 5.1 of the Company Disclosure Letter, the Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Appointment Time (the “Pre-Appointment Period”), except as otherwise expressly permitted specifically contemplated by the terms of this Agreement), from unless Parent shall otherwise consent in writing in advance, the date hereof Company shall use commercially reasonable best efforts to: (i) conduct the businesses of the Company and its Subsidiaries, in all material respects, in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with Applicable Laws, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the Closing, each Parent Party shall cause its respective Existing Business to be conducted in Securities Act or the usual, regular Exchange Act and ordinary course in (ii) preserve substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses business organization of such Parent Party's Existing Businessthe Company and its Subsidiaries, to keep available the services of their current the present officers and key employees of the Company and preserve their its Subsidiaries and to preserve, in all material respects, the present relationships of the Company and its Subsidiaries with customers, suppliers, licensors, licensees, distributors the material customers and others material suppliers and other Persons with whom they deal to which the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit Company or any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfiedSubsidiaries has significant business relations. In addition (and without Without limiting the generality of the foregoing), neither the Company nor any of its Subsidiaries shall (except as set forth in Schedule 4.01 or otherwise expressly permitted or required specifically contemplated by the terms of this Agreement), each Parent Party shall notduring the Pre-Appointment Period, and shall not permit any of its Affiliates todirectly or indirectly, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyParent: (a) (i) amend the Company’s Restated Articles of Organization or By-Laws or comparable organizational documents; (ii) amend, modify or terminate the Rights Agreement in any manner adverse to Parent’s rights hereunder or exempt any other Person as an “Acquiring Person” (as defined in the Rights Agreement) thereunder, (iii) split, combine, subdivide or reclassify its outstanding shares of capital stock, (iv) other than cash dividends made by any direct or indirect wholly owned Subsidiary of the Company to the Company or one of its Subsidiaries, declare, set aside or pay any dividend or distribution payable in cash, stock or property in respect of any capital stock, or (v) repurchase, redeem or otherwise acquire or permit any of the Company’s Subsidiaries to purchase or otherwise acquire any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, except for the acquisition of shares of Company Common Stock (A) from holders of Company Options in full or partial payment of the exercise price payable by such holder upon exercise of Company Options to the extent required or permitted under the terms of such Company Stock Options or (B) from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares at their original issuance price in connection with any termination of services to the Company or any of its Subsidiaries; (b) merge, consolidate or adopt a plan of liquidation, or permit any of its Subsidiaries to merge or consolidate or adopt a plan of liquidation, except for any such transactions among wholly-owned Subsidiaries of the Company and the Company or other Subsidiaries of the Company; (c) terminate, establish, adopt, enter into, make any new grants or awards of stock-based compensation or other benefits under, amend or otherwise modify, any Company Plans or increase the salary, wage, bonus or other compensation of any directors, officers or key employees except, subject to Section 5.1(g), (i) for grants or awards to directors, officers and employees of the Company or its Subsidiaries under Company Plans in existence as of the date of this Agreement in such amounts and on such terms as are consistent in all material respects with past practice, (ii) in the ordinary course of business, consistent in all material respects with past practice (which shall include normal periodic performance reviews and related increases in compensation and employee benefits and the provision of compensation and employee benefits under the Company Plans consistent in all material respects with past practice for current, promoted or newly hired officers and employees and the adoption of Company Plans for employees of new Subsidiaries in amounts and on terms consistent in all material respects with past practice), provided, that in no event shall the Company (x) institute a broad based change in compensation or (y) increase or institute any new severance, change in control, termination or deferred compensation benefits, or (iii) for actions necessary to comply with Applicable Law or satisfy existing contractual obligations under Company Plans existing as of the date of this Agreement, provided, that in no event shall the Company or any of its Subsidiaries (A) take any action to fund or in any other way secure the payment of compensation or benefits except as required under existing contractual obligations, (B) take any action to accelerate the vesting or payment of any compensation or benefits (other than with respect to any officers and other employees whose employment terminates prior to the Effective Time and except (1) as required by the terms of its Contributed Subsidiariesa Company Plan in effect on the date of this Agreement or (2) in the ordinary course of business consistent with past practice (but in the case of (2) excluding officers of the Company who are subject to Section 16 of the Exchange Act)), amend its Organizational Documents, except as is necessary to consummate the Transactions; (iiC) other than sweeping cash in the ordinary course of business consistent with past practice, make materially change any declaration actuarial or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) assumptions used to calculate funding obligations with respect to any of its Contributed SubsidiariesCompany Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, redeem except as may be required by GAAP or otherwise acquire any shares of its capital stock Applicable Law, or issue any capital stock (except upon D) amend the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien terms of any nature whatsoever, except Permitted Liens; outstanding equity-based award (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; officers and other employees whose employment terminates prior to the Effective Time (x1) other than as required by the terms of a Company Plan in effect on the ordinary course date of business, make this Agreement or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi2) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; orpractice (but in the case of (2) excluding officers of the Company who are subject to Section 16 of the Exchange Act)); (xiid) authorize incur any ofindebtedness for borrowed money or guarantee such indebtedness of another Person, or commit issue or agree sell any debt securities or warrants or other rights to take, whether in writing acquire any debt security of the Company or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or associationSubsidiaries, except in each case, for (x) indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice not to exceed $3,000,000 in the aggregate or as required by Applicable Law; or(y) indebtedness for borrowed money in replacement of existing indebtedness for borrowed money on substantially similar terms or any indebtedness permitted to be incurred under this Section 5.1(d); (iie) (A) grant make or commit to any USAi Business Employee capital expenditures in excess of $100,000, other than capital expenditures not in excess of 110% of the aggregate amount reflected in the Company’s 2007 capital expenditure budget, a copy of which is attached to Section 5.1 of the Company Disclosure Letter; (f) transfer, lease, license, sell, mortgage, pledge, place an Encumbrance (other than any increase Permitted Encumbrance) upon or otherwise dispose of any property or assets (including capital stock of any of its Subsidiaries) with a fair market value in compensation or benefitsexcess of $3,000,000 in the aggregate, except grants for (x) transfers, leases, licenses, sales, Encumbrances or other dispositions in the ordinary course of business and consistent in all material respects with past practice and (y) Encumbrances to secure indebtedness for borrowed money permitted to be incurred pursuant to Section 5.1(d) above and of a type and under circumstances consistent in all material respects with past practice; (g) issue, deliver, sell, or as may be required under agreements in existence encumber shares of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such shares except: (i) any shares of Company Common Stock issued pursuant to Company Options outstanding on the date of this Agreement or under the Company Plans, (Bii) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case Company Options issued in the ordinary course of business consistent in all material respects with past practice under the Company Plans; provided, that Company Options in respect of no more than 200,000 shares of Company Common Stock may be issued in the aggregate, and (iii) issuances of capital stock by wholly-owned Subsidiaries of the Company to the Company or any wholly-owned Subsidiary of the Company; (h) make any change with respect to accounting policies, except as required by changes in GAAP or by Applicable Law, or except as the Company, based upon the advice of its independent auditors, and after consultation with Parent, determines in good faith is advisable to conform to best accounting practices; (i) except as required by Applicable Law, (x) make any material Tax election or take any material position on any material Tax Return filed on or after the date of this Agreement or adopt any material method therefor that is inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods or (y) settle or resolve any material Tax controversy; (j) enter into any material line of business in any geographic area other than the current businesses of the Company or any of its Subsidiaries in the geographic areas where they are conducted, as of the date of this Agreement; (k) other than investments in marketable securities in the ordinary course of business consistent with past practicepractices, make any loans, advances or capital contributions to or investments in any Person (other than the Company or any direct or indirect wholly-owned Subsidiary of the Company) in excess of $100,000, individually or $500,000 in the aggregate; (l) enter into or amend any Material Contract except in the ordinary course consistent with past practices; (m) settle or consent to the settlement of any Proceedings before or threatened to be brought before a Governmental Authority for an amount to be paid by the Company (including pursuant to any indemnification obligation of the Company) or any of its Subsidiaries (excluding amounts paid or reimbursed by insurance) in excess of $1,000,000 or, in the case of non-monetary settlements, that would be reasonably likely to have an adverse impact on the operations of the Company and its Subsidiaries taken as a whole; or (n) enter into any agreement to do any of the foregoing.

Covenants Relating to Conduct of Business. Section 5.01 Conduct of Business by the Company. Except (av) Except for matters as expressly set forth in Schedule 4.01 Section 5.01 of the Company Disclosure Letter; (w) as expressly permitted, contemplated or otherwise expressly permitted required by this Agreement; (x) as required by applicable Law or by the terms of any Contracts in effect as of the Agreement Date and Made Available to Parent; or (y) with the prior written consent of the General Counsel of Sumitovant Biopharma Inc. on behalf of Parent (which will not be unreasonably withheld, conditioned or delayed); provided that, if Xxxxxx’s designated representative fails to grant or deny to a request from the Company for consent required pursuant to this AgreementSection 5.01 within five (5) Business Days after receipt of such request, Parent’s approval shall be deemed granted; provided, further, that to the extent that Parent in good faith requests additional information reasonably necessary to assess whether to grant or deny consent from the Company, such five (5) Business Day period shall be extended for the number of days required for the Company to provide such information to Parent and Parent’s consent (if any) following such delay shall not be deemed to be unreasonably conditioned or delayed, from the date hereof Agreement Date to the Closingearlier of the Effective Time and the termination of this Agreement pursuant to Article VIII (the “Interim Period”), the Company will, and will cause each Parent Party shall cause its respective Existing Business to be conducted Company Subsidiary to, conduct the business of the Company and each Company Subsidiary in the usual, regular and ordinary course of business and in substantially the same manner as previously conducted (including compliance with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfiedLaw. In addition (addition, and without limiting the generality of the foregoing), except (i) as expressly set forth in Schedule 4.01 or otherwise the subsection of the Company Disclosure Letter corresponding to this Section 5.01; (ii) as expressly permitted permitted, contemplated or required by this Agreement; (iii) as required by applicable Law or by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any Contracts in effect as of the following in connection Agreement Date and Made Available to Parent; or (iv) with its Existing Business without the prior written consent of the other General Counsel of Sumitovant Biopharma Inc. on behalf of Parent Party(which will not be unreasonably withheld, conditioned or delayed); provided that, if Parent’s designated representative fails to grant or deny a request from the Company for consent required pursuant to this Section 5.01 within five (5) Business Days after receipt of such request, Parent’s approval shall be deemed granted; provided, further, that to the extent that Parent in good faith requests additional information reasonably necessary to assess whether to grant or deny consent from the Company, such five (5) Business Day period shall be extended for the number of days required for the Company to provide such information to Parent and Parent’s consent (if any) following such delay shall not be deemed to be unreasonably conditioned or delayed, during the Interim Period, the Company will not, and will not cause or permit any Company Subsidiary to, directly or indirectly, whether by merger, consolidation or otherwise, do any of the following: (a) (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, shares or property or any combination thereof) in respect of, any of its Equity Interests, other than dividends and distributions by a direct or indirect wholly owned Company Subsidiary to its parent; (ii) split, combine, subdivide or reclassify any of its Equity Interests or securities convertible into or exchangeable or exercisable for Equity Interests, or issue or authorize the issuance of any Equity Interests, in lieu of or in substitution for its Equity Interests, other than as specifically permitted by Section 5.01(b); or (iii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Interests in, the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for Equity Interests in, the Company or any Company Subsidiary, or any warrants, calls, options or other rights to acquire any such Equity Interests, except in the case of this clause (iii) for acquisitions, or deemed acquisitions, of Company Common Shares in connection with (A) the settlement of any cashless exercise of a Company Option or Company Warrant, or the withholding of Taxes in connection with the exercise, vesting or settlement of Company Share Awards and (B) forfeitures of Company Share Awards; (b) except for transactions among the Company and one or more wholly owned Company Subsidiaries or among one or more wholly owned Company Subsidiaries, issue, deliver, sell, grant, pledge or otherwise subject to any Lien (other than Liens imposed by applicable securities Laws), or amend the terms of (i) any Equity Interests in, the Company (including Company Common Shares) or any Company Subsidiary, other than the issuance of Company Common Shares upon the exercise, vesting or settlement of Company Share Awards outstanding at the Capitalization Time in accordance with their terms as of the Capitalization Time; or (ii) any Company Equity Related Obligation; (c) amend or modify the Company Organizational Documents or Organizational Documents of any Company Subsidiary, except (i) as may be required by the rules and regulations of the SEC or the NYSE or (ii) for amendments to the Organizational Documents of a Company Subsidiary in connection with an internal reorganization, restructuring or recapitalization permitted pursuant to Section 5.01(o) (provided that with respect to the foregoing clauses (i) and (ii), the Company shall give Parent three (3) Business Days’ prior written notice prior to taking any of such action); (d) make or adopt any change in its Contributed Subsidiariesaccounting methods, amend its Organizational Documentsprinciples or practices, except insofar as is necessary to consummate the Transactions;may be required by GAAP or Law (or authoritative interpretations thereof); (iie) other than sweeping cash directly or indirectly acquire or agree to acquire in any transaction any Equity Interests in or business of any Person or division thereof or any properties or assets, except: (i) acquisitions of equipment, services and supplies in the ordinary course of business consistent with past practice, make any declaration business; (ii) acquisitions in an amount not to exceed $5,000,000 in the aggregate; or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to transactions between or among the Company, on the one hand, and any of its Contributed one or more wholly owned Company Subsidiaries, redeem on the other hand, or otherwise acquire any shares of its capital stock between or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock;among wholly owned Company Subsidiaries; (ivf) incur or assume any indebtedness except in relation to Liens to secure Indebtedness for borrowed money permitted to be incurred under Section 5.01(h), sell, lease (as lessor), mortgage, sell and leaseback or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected otherwise subject to any Lien of any nature whatsoever, except (other than Permitted Liens; (vi) cancel ), or otherwise dispose of, any material indebtedness properties or assets or any material interests therein, other than (individually or in the aggregatei) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions (ii) in an amount not to exceed $5,000,000 in the aggregate; (g) make any loans, advances or capital contributions to, or investments in, any other Person, other than: (i) loans, advances or capital contributions to, or investments in, wholly owned Subsidiaries of the Company; (ii) advances to directors, officers or employees in respect of travel or other related business expenses, in each case in the ordinary coursecourse of business; (iii) prepayments to vendors of the Company or its Subsidiaries in the ordinary course of business; (iv) with respect to transactions between or among the Company, on the one hand, and any one or more wholly owned Company Subsidiaries, on the other hand, or between or among wholly owned Company Subsidiaries; or (v) loans, advances or capital contributions to, or investments in, any other Person, in an amount not to exceed $5,000,000 in the aggregate; (h) incur or otherwise become liable for any additional Indebtedness, except for: (i) the incurrence of additional Indebtedness (other than Indebtedness of the type described in clauses (ii)-(iv) below) in an amount not to exceed $5,000,000 in the aggregate; (ii) Indebtedness in replacement of or to refinance at any time existing Indebtedness, but only if the consummation of the Transactions will not conflict with, or result in any violation of or default under, such replacement Indebtedness; (iii) Indebtedness under the Loan Agreement, dated as of December 27, 2019, by and between the Company and SMP; or (iv) Indebtedness between or among the Company, on the one hand, and any one or more wholly owned Company Subsidiaries, on the other hand, or between or among wholly owned Company Subsidiaries; (i) cancel, modify or waive any debts or claims held by the Company or any Company Subsidiary or waive any rights held by Company or any Company Subsidiary, in each case, having a value in excess of $4,000,000 individually or $8,500,000 in the aggregate; (j) subject to Section 2.03 and Section 6.05, pay, discharge, compromise, settle or satisfy (or cause any insurer to pay, discharge, compromise, settle or satisfy), or offer to pay, discharge, compromise, settle or satisfy any Action in an amount greater than the amount set forth in Section 5.01(j) of the Company Disclosure Letter; (k) abandon, let lapse, dispose of, transfer, assign, encumber (other than Permitted Liens), license or grant any material right to any Person to any material Company Registered IP or any material Owned IP, in each case, other than licenses granted pursuant to Clinical Trial agreements, sponsored research agreements, manufacturing agreements, and material transfer agreements, in each case, in the ordinary course of business; (l) (i) make, change or revoke any material Tax election, other than consistent with past practice and practice; (ii) file any amended material Tax Return; (iii) adopt or make any change to any material Tax accounting method; (iv) enter into any closing agreement regarding any material Tax Liability or assessment; (v) enter into any Tax sharing, Tax allocation or Tax indemnification agreement or other similar agreement (other than written Contracts not primarily relating to Taxes that are entered into in the ordinary course of business or that are not material in amountthe aggregate); (vi) settle or resolve any material audit, claim, assessment or controversy that relates to Taxes; (vii) consent to any extension or waiver of the limitation period applicable to any material Tax claim, audit or assessment; or (viii) surrender any right to claim a material Tax refund; (m) except as required by the terms of a Company Benefit Plan in effect on the Agreement Date or as otherwise permitted pursuant to any subsection of this Section 5.01(m), (i) grant or increase any severance, retention or termination pay (or amend any existing severance pay, loan retention or advance termination arrangement); (ii) enter into any amount toemployment, consulting, bonus, change in control, deferred compensation or other similar agreement (or amend any such existing agreement), except in each case in the ordinary course of business with respect to employees at the level of Vice President or below; (iii) establish, adopt, amend, terminate, or sellotherwise increase benefits under any Company Benefit Plan (or arrangement that would have been a Company Benefit Plan had it been entered into prior to the Agreement Date); (iv) increase in any manner the compensation, transfer bonus or lease other benefits payable to any Service Provider, or pay any bonus to any Service Provider, except in each case in the ordinary course of its assets tobusiness with respect to employees at the level of Vice President or below; (v) establish, adopt or enter into any plan, agreement or arrangement arrangement, or otherwise commit to gross-up, indemnify or otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider, including under Section 409A or 4999 of the Code; (vi) grant any new awards, or amend or modify the terms of any outstanding awards, under any Company Benefit Plan, except in each case in the ordinary course of business with respect to employees at the level of Vice President or below; provided that any grants that would have ordinarily been made in the form of its Affiliatesequity are instead made in the form of cash; (vii) take any action to accelerate the vesting or time of payment of any compensation or benefit under any Company Benefit Plan other than as required pursuant to Section 2.04; (viii) fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan; (ix) hire or engage any Service Provider (who is a natural person), except in each case in the ordinary course of business with respect to employees at the level of Vice President or below; (x) change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; or (xi) terminate the employment or engagement of any Service Provider (who is a natural person) other than for cause or performance-related reasons, except in each case in the ordinary course of business with respect to employees at the level of Vice President or below; (n) make or authorize capital expenditures in excess of the individual and aggregate capital expenditures in the capital expenditures budget set forth in Section 5.01(n) of the Company Disclosure Letter; (o) adopt any plan of complete or partial liquidation or dissolution, restructuring, recapitalization or reorganization for the Company or any Company Subsidiary (excluding any internal restructuring, recapitalization or reorganization of wholly owned Company Subsidiaries); (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (xp) other than in the ordinary course of business, make (i) enter into, materially amend or incur terminate any capital expenditure Material Contract or any Contract that would have been a Material Contract had it been entered into prior to this Agreement; or (ii) waive, assign, convey, encumber (except for Liens permitted under Section 5.01(f)) or otherwise transfer (except in connection with its Existing Business that is not currently approved any transfers permitted under Section 5.01(f)), in writing whole or budgetedin part, rights or interests pursuant to or in any Material Contract (other than waivers, assignments, conveyances, encumbrances or transfers of rights or interests solely between or among the Company and any one or more Company Subsidiaries); (xiq) sellemploy any Person who, leaseto the Company’s Knowledge: (A) is debarred by the FDA, license or excluded from participation in government programs (or subject to any similar sanction of any other applicable Governmental Entity); (B) is the subject of an FDA debarment investigation or Action (or similar Action of any other applicable Governmental Entity); or (C) has been charged with or convicted under United States Law for conduct relating to the development or approval, or otherwise dispose relating to the regulation of any product under the Generic Drug Enforcement Act of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement 1992 (or any plan counterpart or arrangement that would be an USAi Benefit Arrangement if adoptedsimilar Law of any other Governmental Entity); (r) relating primarily to its Existing Business or enter intobecome a party to, establish, adopt, extend (beyond the Closing Date)amend, renew or amend commence participation in any collective bargaining agreement or other Contract relating to its Existing Business agreement with any a labor union, works council or similar organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (iis) (A) grant agree to take any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a wholeforegoing actions in clauses (a) through (r) above. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) SECTION 4.1 Conduct of Business by the Company. Except for matters as set forth in Schedule 4.01 or Section 4.1 of the Company Disclosure Schedule, except as otherwise expressly permitted contemplated by this Agreement or except as consented to by Parent in writing or required by applicable law or regulation, during the terms of this Agreement, period from the date hereof to of this Agreement and continuing until the Closingearlier of the termination of this Agreement and the Effective Time, each Parent Party the Company shall, and shall cause its subsidiaries to, carry on their respective Existing Business to be conducted businesses in the usual, regular and ordinary course consistent with past practice and in substantially the same manner as previously conducted (including compliance in all material respects with respect to advertisingall applicable laws and regulations, promotionspay their respective material debts and material Taxes when due, capital expenditures and inventory levels) and pay or perform their other respective material obligations when due, and, use all commercially reasonable efforts consistent with the other terms of this Agreement to keep preserve intact their current business organizations, use all commercially reasonable efforts consistent with the respective businesses other terms of such Parent Party's Existing Business, this Agreement to keep available the services of their current officers and employees and preserve their relationships with customersthose persons having business dealings with them, suppliersall with the goal of preserving unimpaired their goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, licensorssenior officers of Parent and the Company shall meet on a reasonably regular basis to review the financial and operational affairs of the Company and its subsidiaries, licenseesin accordance with applicable law, distributors and others the Company shall give due consideration to Parent's input on such matters, consistent with whom they deal Section 4.5 hereof, with the understanding that Parent shall in no event be permitted to exercise control of the Company prior to the end that their respective businesses shall be unimpaired at Effective Time. Except as expressly contemplated by this Agreement, except as disclosed in Section 4.1 of the Closing. Each Company Disclosure Schedule, or except as consented to by Parent Party in writing or required by applicable law or regulation, after the date hereof the Company shall not, and shall not permit any of its Affiliates subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party: (i) other than dividends and distributions by a direct or indirect wholly owned subsidiary of the Company to its parent, (x) declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of its Contributed Subsidiariescapital stock (except for regular quarterly cash dividends not to exceed $0.10 on the Company Common Stock and regular cash dividends on the REIT Preferred Stock of Preferred Capital Corp. and pursuant to the terms of the LTWs and the CALGZs and the CALGLs), amend (y) split, combine or reclassify any of its Organizational Documentscapital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, except upon the exercise of Company Stock Options that are outstanding as is necessary of the date hereof in accordance with their present terms, or pursuant to consummate the Transactionsterms of the LTWs or pursuant to Section 1.6 of the 1998 Merger Agreement, or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries, other securities thereof or any rights, warrants or options to acquire any such shares or other securities (other than the issuance of Company Common Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms, pursuant to the terms of the LTWs or pursuant to Section 1.6 of the 1998 Merger Agreement); (ii) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities, including, without limitation, any restricted shares of Company Common Stock, or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, including, without limitation, any Company Stock Options (other than sweeping cash the issuance of Company Common Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms, or (x) pursuant to the terms of the LTWs or pursuant to Section 1.6(a) or (b) of the 1998 Merger Agreement, or (y) to the extent contemplated by Section 6(c)(iii)(A) of the Securityholders Agreement, pursuant to Section 1.6(c) of the 1998 Merger Agreement); (iii) amend its certificate of incorporation, by-laws or other comparable organizational documents; (iv) (A) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or any equity securities of, or by any other manner, any business or any person, or otherwise acquire or agree to acquire any assets for consideration in excess of $1,000,000 in any one transaction or series of related transactions or $5,000,000 in the aggregate, except for investment securities and mortgage and automobile loans purchased in the ordinary course of business and except for foreclosures, settlements in lieu of foreclosure or troubled loan or debt restructurings in the ordinary course of business consistent with past practicepractice or (B) open, make close, sell or acquire any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiarybranches; (iiiv) with respect sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its Contributed Subsidiaries, redeem properties or otherwise acquire assets other than securitizations and other transactions in the ordinary course of business and consistent with past practices or create any shares of its capital stock security interest in such assets or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stockproperties; (ivvi) except for borrowings under existing credit facilities or lines of credit or refinancing of indebtedness outstanding on the date hereof not to exceed $100,000,000 and except for the incurring of deposit liabilities in the ordinary course of business, incur or assume any indebtedness for borrowed money or issue any debt securities or assume, guarantee any such indebtedness in connection with its Existing Business; (v) permitor endorse, allow or suffer any Contributed Assets to otherwise become subjected to any Lien responsible for the obligations of any nature whatsoeverperson, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary courseor, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make any loans, advances or incur capital contributions to, or investments in, any capital expenditure in connection with person other than its Existing Business that is not currently approved in writing or budgetedwholly owned subsidiaries and as a result of ordinary advances and reimbursements to employees and endorsements of banking instruments; (xivii) sell, lease, license or otherwise dispose of change in any of the assets of material respect its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement accounting methods (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Dateunderlying assumptions), renew principles or amend practices affecting its assets, liabilities or business, including without limitation, any collective bargaining agreement reserving, renewal or other Contract relating to its Existing Business with any labor organizationresidual method, union practice or associationpolicy, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence effect on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage except as required by changes in GAAP or regulatory accounting principles, or change in any material respect any of its cash methods of reporting income and deductions for Federal income tax purposes from those employed in the preparation of the Federal income tax returns of the Company for the taxable year ending December 31, 2000, except as required by changes in law or regulation; (including viii) change in any sweeps thereofmaterial respects its investment or risk management or other similar policies of the Company or any of its subsidiaries; (ix) make or change any material Tax election, file any material amended Tax Return, enter into any material closing agreement, settle or compromise any material liability with respect to Taxes, agree to any material adjustment of any Tax attribute, file any claim for a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, provided, that for purposes of this subparagraph (ix), payables and receivables "material" shall mean affecting or relating to its Existing Business in each case in the ordinary course $5 million of business and consistent with past practice.taxable income;

Covenants Relating to Conduct of Business. 4. 1Conduct of Business of Holding Company and Bank Subsidiary Pending the Merger. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by applicable law or regulation, or as set forth in Holding Company’s Disclosure Letter, without the prior written consent of Xxxxx (not to be unreasonably withheld or delayed), Holding Company agrees that it will not, and will cause each of the Holding Company Subsidiaries not to: (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted by Conduct its business and the terms business of this Agreement, from the date hereof to the Closing, each Parent Party shall cause its respective Existing Business to be conducted Holding Company Subsidiaries other than in the usual, regular ordinary and ordinary usual course in substantially the same manner as previously conducted (including consistent with respect past practice or fail to advertising, promotions, capital expenditures and inventory levels) and use all its commercially reasonable efforts to keep maintain and preserve intact the respective businesses of such Parent Party's Existing Businesstheir (i) business organizations, keep available the services of their current material assets and employees and preserve their (ii) relationships with material customers, suppliers, licensors, licensees, distributors employees and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take business associates. (b) Take any action that wouldwould prevent or materially adversely affect or delay the ability of Towne, Holding Company or Bank Subsidiary (i) to obtain any necessary approvals, consents or waivers of any Governmental Authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or that could reasonably be expected to(iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend, result in any repeal or modify its Organizational Documents. (d) Other than pursuant to Rights outstanding as of the conditions set forth date hereof as disclosed in Article V not being satisfied. In addition Section 3.3(d) of Holding Company’s Disclosure Letter, (and without limiting i) issue, sell or otherwise permit to become outstanding, or authorize the generality creation of, any additional shares of capital stock, or any Rights with respect thereto, (ii) enter into any agreement with respect to the foregoing, or (iii) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock, stock appreciation rights or similar or other stock-based rights. (e) Enter into or amend or renew any employment, consulting, severance, change in control, bonus, salary continuation or similar agreements or arrangements with any director, officer or employee of Holding Company or a Holding Company Subsidiary, or grant any salary or wage increase or increase any employee benefit (including by making incentive or bonus payments), except as set forth in Schedule 4.01 Section 4.1(e) of Holding Company’s Disclosure Letter. (f) Enter into, establish, adopt, amend, terminate or otherwise expressly permitted or make any contributions to (except (i) as may be required by applicable law, (ii) to satisfy contractual obligations existing as of the terms date hereof and set forth in Section 4.1(f) of Holding Company’s Disclosure Letter, (iii) to conduct welfare benefit annual renewal in the ordinary course of business, or (iv) to comply with the requirements of this Agreement), each Parent Party shall notany pension, and shall not permit retirement, stock option, restricted stock, ​ ​ stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive, welfare contract, plan or arrangement, or any trust agreement related thereto, in respect of its Affiliates any directors, officers or employees, including without limitation taking any action that accelerates, or the lapsing of restrictions with respect to, do the vesting or exercise of any benefits payable thereunder. (g) Exchange, cancel, borrow from, surrender, or increase or decrease the death benefit provided under, or otherwise amend or terminate, any existing bank or corporate owned life insurance covering any current or former employee of Holding Company or any of the following in connection with its Existing Business without the prior written consent of the other Parent Party: (i) with respect to any of its Contributed Holding Company Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash any increase in the death benefit in the ordinary course of business consistent with past practice, or any such change that is required by law. (h) Hire any person as an employee of Holding Company or a Holding Company Subsidiary or promote any employee, except (i) to satisfy contractual obligations existing as of the date hereof and set forth in Section 4.1(h) of Holding Company’s Disclosure Letter and (ii) persons whose employment is terminable at the will of Holding Company and who are not contractually entitled to severance or similar benefits or payments that would become payable as a result of the Transaction or the consummation thereof (other than severance or similar benefits provided pursuant to Section 5.10(c) of this Agreement). (i) Incur any material obligation, indebtedness or liability (whether absolute or contingent, excluding suits instituted against it), make any declaration pledge or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to encumber any of its Contributed Subsidiariesmaterial assets, redeem dispose of any of its material assets in any other manner, or assume, guarantee, endorse or otherwise acquire as an accommodation become responsible for the obligations of any other person (other than any wholly owned Holding Company Subsidiary) except in the ordinary course of its business and substantially on arm’s length terms, except as otherwise specifically permitted in this Agreement. (j) Make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of its stock, or directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock or issue any capital stock stock, provided, however, that (except upon the exercise i) Holding Company may declare and pay its regular quarterly cash dividends in an amount not to exceed $0.18 per issued and outstanding share of outstanding optionsHolding Company Common Stock per quarter and (ii) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets Bank Subsidiary may declare and pay dividends and distributions to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries Holding Company in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates;practice. (viiik) make Make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business capital expenditures, other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than capital expenditures in the ordinary course of businessbusiness consistent with past practice, make in amounts not exceeding $50,000 individually or incur $150,000 in the aggregate. (l) Implement, or adopt, any capital expenditure change in connection with its Existing Business Tax or financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable law. (m) Notwithstanding anything herein to the contrary, knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the ​ ​ Transaction set forth in Article 6 not currently approved in writing or budgeted;being satisfied on a timely basis, except as may be required by applicable law. (xin) sellSell, leasetransfer, license mortgage, encumber or otherwise dispose of or discontinue any of the assets portion of its Existing Businessassets, deposits, business or properties except inventory, programming or other goods or services for (i) OREO properties sold in the ordinary course of business consistent with past practice; or , (xiiii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, investment securities in the ordinary course of business and consistent with past practice or as required by Applicable Law; or practice, and (iiiii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants other transactions in the ordinary course of business consistent with past practice in amounts that do not exceed $50,000 individually or $100,000 in the aggregate. (o) Acquire all or any portion of the assets, business, securities (excluding investment securities in the ordinary course of business consistent with past practice), deposits or properties of any other person, including without limitation, by merger or consolidation or by investment in a partnership or joint venture except for (i) such acquisitions by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith and in the ordinary course of business consistent with past practice; and (ii) such other acquisitions in the ordinary course of business consistent with past practice in amounts that do not exceed $50,000 individually or $100,000 in the aggregate. (p) Except as otherwise permitted under this Section 4.1, (i) enter into, extend or materially amend or modify any material agreement, lease or license relating to real property, personal property, data security or cybersecurity, data processing, electronic banking mobile banking or bankcard functions; and (ii) enter into, amend, modify, cancel, fail to renew, terminate or waive any material provision of, any Holding Company Contract or any agreement, contract, lease, license, arrangement, commitment or understanding (not covered by (i) and whether written or oral) that would constitute a Holding Company Contract if entered into prior to the date hereof, other than in the ordinary course of business consistent with past practice or as may be required under for the non-renewal or termination of a Holding Company Contract upon expiration of its term. (q) Enter into any settlements or similar agreements in existence on the date of this Agreement or (B) grant new options or restricted stock with respect to any USAi Business Employee except as may be required under agreements in existence on actions, suits, proceedings, orders or investigations to which Holding Company or a Holding Company Subsidiary is or becomes a party after the date of this Agreement, which settlements, agreements or actions involve payment by Holding Company and the Holding Company Subsidiaries collectively of an amount that exceeds $50,000 individually or $100,000 in the aggregate and/or would impose any material restriction on the business of Holding Company or any Holding Company Subsidiary. (cr) Each Parent Party shall promptly advise Enter into any new material line of business; introduce any material new products or services; make any material change to deposit products or deposit gathering or retention policies or strategies; change its material lending, investment, underwriting, pricing, servicing, risk and asset liability management and other material banking, operating or board policies or otherwise fail to materially follow such policies, except as required by applicable law, regulation or policies imposed by any Governmental Authority, or change the other Parent Party manner in writing of the occurrence of which its investment securities or loan portfolio is classified or reported, except as required by applicable law, regulation or policies imposed by any matter Governmental Authority; fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk; or event invest in any mortgage-backed or mortgage-related security that is material would be considered “high risk” ​ ​ under applicable regulatory guidance; or file any application or enter into any contract with respect to the businessopening, assets, financial conditionrelocation or closing of, or results of operations of its Existing Businessopen, taken as a wholerelocate or close, any branch, office, service center or other facility. (ds) Notwithstanding Materially restructure or materially change its investment securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or purchase any other provision investment security rated below investment grade, in all cases except as provided in its currently existing investment policies and in accordance with prudent investment practices in the ordinary course of this Agreementbusiness consistent with past practice. (t) Introduce any material marketing campaigns or any material new sales compensation or incentive programs or arrangements (except those the material terms of which have been fully disclosed in writing to, following and approved by, Towne prior to the date hereof). (u) (i) Make, renew, restructure or otherwise modify any Loan other than Loans that are made in the ordinary course of business consistent with past practice (excluding participations) or Loans that were previously acquired in the ordinary course of business consistent with past practice, in each Parent Party case originated in compliance with Holding Company’s and Bank Subsidiary’s internal loan policies and that have (x) in the case of unsecured Loans, a principal balance not in excess of $500,000, (y) in the case of secured Loans, a principal balance not in excess of $3,500,000 and (z) total exposure to the borrower and its affiliates not in excess of $7,000,000; (ii) except in the ordinary course of business, take any action that would result in any discretionary release of collateral or guarantees or otherwise restructure the respective amounts set forth in clause (i) above; (iii) enter into any Loan securitization or create any special purpose funding entity; or (iv) purchase or otherwise acquire any Loans from unaffiliated third parties, except for transactions that do not exceed $5,000,000 individually or $10,000,000 in the aggregate and acquisitions in satisfaction of debts previously contracted in good faith. In the event that Towne’s prior written consent is required pursuant to clause (i) above, Towne shall manage use its cash commercially reasonable efforts to provide such consent within two (including 2) business days of any sweeps thereof)request by Holding Company. (v) Incur any indebtedness for borrowed money, payables or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, other than with respect to (i) borrowings from the Federal Home Loan Bank of Atlanta or existing federal funds accommodation lines of credit with correspondent banks in the ordinary course of business consistent with past practice; and receivables relating (ii) the collection of checks and other negotiable instruments in the ordinary course of business consistent with past practice. (w) Enter into or settle any Derivative Contract other than contracts used to its Existing Business hedge mortgage rate risk in the ordinary course of business as currently conducted. (x) Make any investment or commitment to invest in real estate or in any real estate development project (other than as a Loan or by way of foreclosure or acquisitions in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, in each case in the ordinary course of business and consistent with past practice). ​ ​ (y) Make, change or revoke any material Tax election, change an annual Tax accounting period, settle or compromise any material Tax liability of Holding Company, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of Holding Company, enter into any closing agreement with respect to any material amount of Taxes or surrender any right to claim a material Tax refund, adopt or change any method of accounting with respect to Taxes, or file any amended Tax Return. (z) Foreclose on or take a deed or title to any real estate, other than single-family residential properties, without first conducting an ASTM International E1527-13 Phase I Environmental Site Assessment (or any applicable successor standard) of the property that satisfies the requirements of 40 C.F.R. Part 312, or foreclose on or take a deed or title to any real estate other than single-family residential properties if such environmental assessment indicates the presence or likely presence of any Hazardous 40 Substances under conditions that indicate an existing release, a past release, or a material threat of a release of any Hazardous Substances into structures on the property or into the ground, ground water, or surface water of the property. (aa) Merge or consolidate itself or any of the Holding Company Subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of the Holding Company Subsidiaries. (bb) Take any other action that would make any representation or warranty in Section 3.3 hereof untrue, taking into account the standard set forth in Section 3.2. (cc) Agree to take any of the actions prohibited by this Section 4.1.

Covenants Relating to Conduct of Business. (a) 6.1. Conduct of Business Prior to the Effective Time. Except for matters set forth in Schedule 4.01 or as otherwise expressly contemplated or permitted by this Agreement or with the terms prior written consent of this AgreementICBC, during the period from the date hereof of this Agreement to the ClosingEffective Time, each Parent Party SIB shall, and shall cause each of its respective Existing Business to be conducted Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party: (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other distribution in respect authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its equity interest in any Contributed Subsidiary; officers and key employees and (iii) take no action which would reasonably be expected to adversely affect or delay the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby. In addition, SIB agrees to cooperate with ICBC following the execution of this Agreement with respect to any (i) the development and implementation of its Contributed Subsidiariesa plan for the operation of the SIB Mortgage Corp. (the "Mortgage Company") pending the consummation of the transactions contemplated hereby, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon including causing the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets Mortgage Company to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement such hedging and/or derivative transactions or arrangement with any revise its underwriting or other operational procedures as ICBC may reasonably request, and (ii) the negotiation, execution and delivery of its Affiliates; a mutually satisfactory Mortgage Company Flow Agreement (viiias hereinafter defined) make any change in any method of financial accounting and one or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables more mutually satisfactory asset purchase agreements with respect to its Existing Business; (x) other than in the ordinary course sale or disposition of businesscertain branch offices and related assets and operations, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practicethe terms previously discussed by the parties (collectively, the "Mortgage Company Operating Plan").

Covenants Relating to Conduct of Business. (a) Except for matters as otherwise contemplated by this Agreement or as set forth in Schedule 4.01 or otherwise expressly permitted by on Section 5.2 of the terms of this AgreementSeller Disclosure Schedules, from the date hereof to until the Closing, each Parent Party shall cause its respective Existing the Seller covenants to conduct the Business to be conducted only in the usualOrdinary Course, regular in a manner consistent with its past practices, for the purpose of maintaining and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep preserving intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees Purchased Assets and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closinggoodwill associated therewith. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without Without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required provided by the terms of this Agreement, each Parent Party shall notduring the period from the date of this Agreement through the Closing Date, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the other Parent PartySeller, with respect to the Business, shall not engage in any of the following: (i) with respect fail to any of conduct its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate business in the TransactionsOrdinary Course; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license transfer, assign remove from the Leased Property or otherwise dispose of any of the assets of its Existing BusinessPurchased Assets, except inventory, programming tangible or other goods or services sold intangible for more than $50,000 in the ordinary course aggregate (other than sales of business consistent with past practice; orinventory in the Ordinary Course); (xiiiii) authorize impose any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. Lien (bother than Permitted Liens) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit upon any of its Affiliates to:assets, tangible or intangible; (iiv) adopt undertake or amend commit to undertake any USAi Benefit Arrangement acquisition or expenditure in excess of $100,000, (v) make any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (vi) adopt, amend, modify, or terminate any Benefit Plan, any profit sharing, incentive, severance, or other plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter intoContract for the benefit of any Employee, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement.for continued compliance with Law; (cvii) Each Parent Party shall promptly advise except as contemplated by this Agreement and other than in the other Parent Party Ordinary Course, adopt, amend, modify, waive or terminate any Assigned Contract or Business Permit; (viii) write-off or write-down any assets in writing excess of $100,000 in the aggregate or sell, factor, or transfer any receivable or marketable securities; or (ix) authorize, approve, agree or commit (whether or not in writing) to do any of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a wholeforegoing. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Section 7.1 Conduct of Business by the Company Pending the Merger. Except for matters as otherwise expressly contemplated by this Agreement or as set forth in Schedule 4.01 or otherwise expressly permitted the Company Disclosure Letter and except as contemplated by the terms Current Operating Plan and Budget of this Agreementthe Company and its subsidiaries, attached hereto as Exhibit A (including the right to substitute projects of substantially similar characteristics), during the period from the date hereof to of this Agreement through the ClosingEffective Time, each Parent Party the Company shall, and shall cause each or its respective Existing Business to be conducted Subsidiaries to, in all material respects carry on its business in, and not enter into any material transaction other than in accordance with, the usual, regular and ordinary course in substantially and, to the same manner as previously conducted (including with respect to advertisingextent consistent therewith, promotions, capital expenditures and inventory levels) and use all its reasonable best efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businessits current business organization, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with whom they deal to the end that their respective businesses shall be unimpaired at the Closingit. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without Without limiting the generality of the foregoing), and except as otherwise expressly contemplated by this Agreement or as set forth in Schedule 4.01 or otherwise expressly permitted or required the Company Disclosure Letter, and except as contemplated by the terms Current Operating Plan and Budget of this Agreementthe Company and its Subsidiaries, each Parent Party attached hereto as Exhibit A, and subject to the provisions of Sections 8.5 and 10.4, the Company shall not, and shall not permit any cause each of its Affiliates Subsidiaries not to, do any of the following in connection with its Existing Business without the prior written consent of Investor: (a) other than in connection with (i) the conversion of Exchangeable Preferred Stock into Common Stock in accordance with their current terms, (ii) the exercise of options outstanding prior to the date hereof in accordance with their current terms and (iii) the payment of dividends on the Exchangeable Preferred Stock in accordance with their current terms, (x) declare, set aside or pay any dividends on, or make any other Parent Party:actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to its stockholders in their capacity as such, other than dividends declared prior to the date of this Agreement, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than as specified in clauses (i) through (iii) of paragraph (a) above); (c) amend its Certificate of Incorporation or By-Laws; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that in the aggregate have a value in excess of 1% of the Company's assets; (e) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets that in the aggregate have an excess of 1% of the Company's assets; (f) amend or otherwise modify, or terminate, any material Contract, or enter into any joint venture, lease or management agreement or other material agreement of the Company or any of its Subsidiaries; (g) incur any additional indebtedness (including for this purpose any indebtedness evidenced by notes, debentures, bonds, leases or other similar instruments, or secured by any lien on any property, conditional sale obligations, obligations under any title retention agreement and obligations under letters of credit or similar credit transaction) in a single transaction or a group of related transactions, enter into a guaranty, or engage in any other financing arrangements having a value in excess of 1% of the Company's assets, or make any loans, advances or capital contributions to, or investments in, any other person; (h) alter through merger, liquidation, reorganization, restructuring or in any other fashion its corporate structure or ownership; (i) with respect to except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it; (j) revalue any of its Contributed Subsidiariesassets, amend including, without limitation, writing down the value of its Organizational Documentsinventory or writing off notes or accounts receivable, except as is necessary to consummate other than in the Transactionsordinary course of business; (iik) make any tax election, change any annual tax accounting period, amend any tax return, settle or compromise any income tax liability, enter into any closing agreement, settle any tax claim or assessment, surrender any right to claim a tax refund or fail to make the payments or consent to any extension or waiver of the limitations period applicable to any tax claim or assessment; (l) except in the ordinary course of business, settle or compromise any pending or threatened suit, action or claim relating to the transactions contemplated hereby with a cost of $250,000 or more; (m) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than sweeping cash the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in, or contemplated by, the financial statements (or the notes thereto) of the Company or incurred in the ordinary course of business consistent with past practice; (n) increase in any manner the compensation or fringe benefits of any of its directors, officers and other key employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees, or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee, other than increases in the compensation of employees who are not officers or directors of the Company or any of its Subsidiaries made in the ordinary course of business consistent with past practice, make any declaration or payment or, except to the extent required by law, voluntarily accelerate the vesting of any dividend compensation or any other distribution in respect of its equity interest in any Contributed Subsidiarybenefit; (iiio) with respect waive, amend or allow to lapse any term or condition of its Contributed Subsidiariesany confidentiality, redeem "standstill", consulting, advisory or otherwise acquire any shares of its capital stock or issue any capital stock (except upon employment agreement to which the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stockCompany is a party; (p) approve any annual operating budgets for the Company and its Subsidiaries; (q) change the Company's dividend policy; (r) enter into any transaction with affiliates; (s) enter into any business other than the ownership, management, operation and development of assisted living facilities and business related thereto; (t) pursuant to or within the meaning of any bankruptcy law, (i) commence a voluntary case, (ii) consent to the entry of an order for relief against it in an involuntary case, (iii) consent to the appointment of a custodian of it or for all or substantially all of its property or (iv) incur make a general assignment for the benefit of its creditors; (u) purchase or assume lease or enter into a binding agreement to purchase or lease any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Businessreal property; (v) permit, allow enter into any employment agreement with any officer or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liensemployee; (viw) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement development agreement, option relating to new development or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change obligation relating to new development which in the methods or timing aggregate would have a cost to the Company in excess of collecting receivables or paying payables with respect to its Existing Business1% of the Company's assets; (x) other than in the ordinary course of businesstake, make or incur any capital expenditure in connection with its Existing Business that is not currently approved agree in writing or budgeted; (xi) sellotherwise to take, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by . During the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on period from the date of this Agreement through the Effective Time, (i) as requested by Investor, the Company shall confer on a regular basis with one or more representatives of Investor with respect to material operational matters; (Bii) grant new options the Company shall, within 30 days following each fiscal month, deliver to Investor financial statements, including an income statement and balance sheet for such month; and (iii) upon the knowledge of the Company or restricted stock any of its Subsidiaries of any Material Adverse Change to the Company, any USAi Business Employee except as material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be required under agreements contemplated), or the breach in existence on any material respect of any representation or warranty contained herein, the date of this Agreement. (c) Each Parent Party Company shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) notify Investor thereof. Notwithstanding any other provision of contained in this Agreement, following action taken by the Company and its Subsidiaries which is permitted under this Section 7.1 shall not constitute a misrepresentation or breach of warranty or covenant. The Company shall have the right to update the Company Disclosure Letter, as it relates to Section 5.11, between the date hereof, each Parent Party shall manage hereof and the Effective Time to reflect actions taken by the Company and its cash (including any sweeps thereof), payables and receivables relating Subsidiaries which are permitted to its Existing Business in each case in the ordinary course of business and consistent with past practicebe taken pursuant to this Section 7.1.

Covenants Relating to Conduct of Business. (a) Except for matters as set forth in Schedule 4.01 or Section 5.01(a) of the Seller Letter, as otherwise expressly contemplated or permitted by the terms of this AgreementAgreement or with the prior written consent of the Purchaser, from the date hereof to of this Agreement through (and including) the ClosingClosing Date, each Parent Party the Seller shall, and shall cause the Transferors, the Transferred Entities and any of its respective Existing other subsidiaries conducting any portion of the Business, to: (i) use commercially reasonable efforts to conduct the Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted conducted; (including with respect to advertising, promotions, capital expenditures and inventory levelsii) and use all commercially reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, (A) keep available the services of their the Business’s current employees officers, employees, contractors and consultants, (B) preserve their the Business’s assets and properties and (C) preserve the Business’s relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal deal; (iii) perform in all material respects all of their obligations under all Material Contracts, and comply in all material respects with all applicable Laws; (iv) maintain in the ordinary course of business consistent with past practice the tangible assets currently used in the operation of the Business in good repair, working order and operating condition subject only to ordinary wear and tear; (v) maintain the books of account and records of the Business in the usual, regular and ordinary manner consistent with past practice; (vi) make capital expenditures in the ordinary course of business consistent with the CapEx Budget; and (vii) use commercially reasonable efforts to maintain the good standing of the Transferred Entities in their respective jurisdictions of incorporation and in the jurisdictions in which any Transferred Entity is qualified to do business, as a foreign corporation or otherwise, and to maintain all Permits and other consents material to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. Business. (b) In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 Section 5.01(b) of the Seller Letter or otherwise expressly contemplated or permitted or required by the terms of this Agreement, each Parent Party shall notfrom the date of this Agreement through (and including) the Closing Date, and the Seller shall not permit the Transferred Entities or any of its Affiliates to, subsidiaries conducting any portion of the Business to do any of the following in connection with its Existing respect to any Transferred Entity or the Business without the prior written consent of the other Parent Party:Purchaser (it being agreed that any request for a consent shall be considered by the Purchaser in good faith): (i) with respect to amend the organizational documents of any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the TransactionsTransferred Entity; (ii) other than sweeping cash in the ordinary course of business consistent with past practicedeclare, make any declaration set aside or payment of pay any dividend or make any other distribution in respect to the holders of its equity interest interests in any Contributed SubsidiaryTransferred Entity, other than (A) dividends or other distributions paid or payable to another Transferred Entity and (B) dividends or other distributions made to withdraw cash and cash equivalents of the Transferred Entities; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares equity interests in, or any other securities of, a Transferred Entity or issue (A) any equity interests in, or any other security of, a Transferred Entity, (B) any option or warrant for, or any security convertible into, or exercisable or exchangeable for, any equity interests in, or any other security of, a Transferred Entity, (C) “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings to which any Transferred Entity is a party or by which any of them is bound (1) obligating any Transferred Entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional units of its capital stock or issue any capital stock (except upon the exercise of outstanding options) equity interests or any security convertible into, or exercisable or exchangeable for, any equity interest in any Transferred Entity or any Transferred Entity Voting Debt, (2) obligating any Transferred Entity to issue, grant, extend or enter into any such option, warrant warrant, security, right, unit, commitment, Contract, arrangement or undertaking or (3) that give any person the right to receive any economic benefit or right relating thereto derived from the economic benefits and rights accruing to holders of the Transferred Equity Interests or (D) any securities bond, debenture, note or other Indebtedness having the right to vote (or convertible into into, or exercisable or exchangeable for for, securities having the right to vote) on any shares matters on which the holders of such capital stockequity interests in a Transferred Entity may vote; (iv) incur transfer any Transferred Equity Interest to any Person other than to a Transferor or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Businessa wholly-owned Transferred Entity; (v) permitsplit, allow combine or suffer reclassify any Contributed Assets to become subjected to of the equity interests in any Lien Transferred Entity, or issue any other security in respect of, in lieu of or in substitution for the equity interests in any nature whatsoever, except Permitted LiensTransferred Entity; (vi) cancel any material indebtedness (individually loan, advance, invest or make a capital contribution to or in the aggregateany person, other than (A) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries advances in the ordinary course of business or transactions (B) loans, advances, investments or capital contributions to or in a Transferred Entity that is directly or indirectly wholly owned by the Seller; (vii) (A) incur any Indebtedness or assume, guarantee, endorse or otherwise becoming liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person other than in the ordinary coursecourse of business unless such Indebtedness is repaid or extinguished prior to Closing in accordance with Section 5.10; or (B) mortgage or pledge any material assets of the Business, consistent with past practice and not material in amount, pay, loan tangible or advance any amount tointangible, or create or suffer any Lien thereupon (other than Permitted Liens) that will not be released at or prior to the Closing; (viii) sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with with, the Seller or any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Businessaffiliates, except inventory, programming or other for (A) transactions among the Transferred Entities and (B) intercompany sales and purchases of goods or and services sold (and payments for such sales and purchases) in the ordinary course of business consistent with past practice; (ix) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquire any material assets, other than (A) assets acquired in the ordinary course of business consistent with past practice or (B) assets acquired in compliance with clause (x) of this Section 5.01(b); (x) incur any capital expenditure other than as contemplated by the Capital Expenditure Budget attached in Section 5.01(b)(x) of the Seller Letter (the “Cap Ex Budget”); (xi) sell, lease, mortgage, subject to Lien, encumber, license or otherwise dispose of any of its assets or properties, other than assets sold, leased, licensed or otherwise disposed of in the ordinary course of business consistent with past practice; (xii) pay, discharge, settle or satisfy any liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction (A) of liabilities or obligations as required by the terms of any applicable Judgment or Law, (B) of liabilities or obligations constituting Indebtedness, (C) of liabilities or obligations to the extent reflected or reserved against on the Balance Sheet or incurred since the date of the Balance Sheet in the ordinary course of business or (D) of liabilities or obligations that, in the aggregate, do not exceed $250,000; (xiii) waive, discharge, settle, release, grant or transfer any claim, right, action or suit of material value other than waivers, discharges, settlements, releases, grants or transfers that do not exceed $250,000 individually, or $1,000,000 in the aggregate; (xiv) modify or amend any Contract or enter into, renew (whether pursuant to any automatic renewal or otherwise) or extend any Contract, except, in each case: (A) Contracts related to the provision of the Company’s products or services to existing and prospective customers and entered into in the ordinary course of business; (B) Contracts in connection with capital expenditures made in accordance with the Cap Ex Budget; (C) Contracts terminable on not more than sixty (60) days prior notice without the payment of any penalty; or (D) Contracts entered into in the ordinary course of business involving payments not exceeding $50,000 in the aggregate during the period in which the Contract may not be terminated by the Seller or any of the Transferred Entities without a material payment therefor; provided that no such Contract entered into in accordance with the terms of this Agreement shall (i) materially restrict the ability of the Business to compete in any business or with any person in any geographic area, (ii) provide for exclusivity or any similar requirement, (iii) require the Business to grant “most favored nation” pricing or terms or (iv) restrict the ability of the Business to solicit or hire any person; provided, further that notwithstanding the foregoing or anything else in this Agreement to the contrary, the Contracts set forth in Section 3.04 of the Seller Letter cannot be modified or amended in any respect. (xv) enter into any lease of real property; (xvi) (A) enter into, adopt, amend in any material respect or terminate any Assumed Benefit Plan, Assumed Benefit Agreement or any CBA related to the Transferred Entities or the Business, (B) grant any increase in the compensation or benefits of, or pay or otherwise grant any bonus not required by any Seller Benefit Plan, Seller Benefit Agreement or other written agreement to, any Business Employee or (C) enter into any contract to do any of the foregoing, except, in the case of clauses (A), (B) and (C), (1) to the extent required by applicable Law or (2) as may be required under any Seller Benefit Plan or Seller Benefit Agreement; (xvii) change the fiscal year of any Transferred Entity, revalue any of its material assets or make any change in any method of accounting or accounting practice or policy, (including procedures with respect to the payment of accounts payable and collection of accounts receivable), except as required by the mandatory provisions of GAAP or applicable Law; (xviii) make, revoke or change any material Tax election, adopt or change any material Tax accounting method or period, file any material amended Tax Return, settle any material Tax claim or assessment, consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment, except for consents made in the ordinary course of business consistent with past practice, or surrender any right to claim a Tax refund, offset or other reduction in Tax liability; or (xiixix) purchase, order or otherwise acquire inventory for the Business outside of the ordinary course of business consistent with past practice; (xx) prepay any accounts payable or delay payment of any trade payables; (xxi) accelerate the collection of accounts receivable; (xxii) reverse or release any reserves other than as required by GAAP; (xxiii) enter into any interest rate, currency or other hedging agreement or transactions other than in the ordinary course of business consistent with past practice; (xxiv) fail to use commercially reasonable efforts to maintain, prosecute and protect the Owned Intellectual Property and the rights of the Seller, the Transferred Entities and any other subsidiary of the Seller other than the Transferred Entities, in the Inbound Licensed Intellectual Property; or (xxv) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. (a) Except for matters set forth From the date hereof until the Effective Time or earlier termination of this Agreement in Schedule 4.01 accordance with its terms, or except as listed on Section 5.1 of the Company Disclosure Letter, otherwise expressly permitted or contemplated by this Agreement or required by applicable Law, the terms of this AgreementCompany shall, from the date hereof to the Closing, each Parent Party and shall cause its respective Existing Business to be conducted in each of the usualCompany Subsidiaries to, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levelsi) and use all commercially reasonable efforts to keep conduct its business in the Ordinary Course of Business (including operating, in all material respects, in compliance with the Communications Laws) and (ii) use commercially reasonable efforts to (A) preserve substantially intact the respective businesses of such Parent Party's Existing Businessits business organization, keep available (B) preserve its current beneficial relationships with any Persons (including, but not limited to, suppliers, partners, contractors, distributors, customers, advertisers, licensors and licensees) with which it has material business relations, (C) retain the services of their current employees its officers and preserve their relationships key employees, (D) comply in all material respects with customers, suppliers, licensors, licensees, distributors all applicable Laws and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall notrequirements of all Material Contracts and material Company Plans, and shall not permit any of its Affiliates to, take any action that would, (E) keep in full force and effect all material insurance policies maintained by the Company and the Company Subsidiaries or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. other insurance policies substantially similar thereto. (b) In addition (to and without limiting the generality of the foregoing), from the date hereof until the Effective Time or earlier termination of this Agreement in accordance with its terms, or except as set forth in Schedule 4.01 or listed on Section 5.1 of the Company Disclosure Letter, otherwise expressly permitted or contemplated by this Agreement or required by applicable Law, neither the terms of this AgreementCompany nor any Company Subsidiary shall, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the Gannett’s prior written consent of the other Parent Partyconsent: (i) with respect to amend or adopt or propose any of its Contributed Subsidiaries, amend change in its Organizational Documents, except as is necessary to consummate the Transactions; (ii) declare, set aside or pay any stockholder dividend or other than sweeping cash in the ordinary course of business consistent with past practicedistribution, make any declaration or payment of except for (A) any dividend or any other distribution by a Company Subsidiary to the Company or another Company Subsidiary, (B) the declaration and payment of regular quarterly cash dividends in an amount no greater than $0.08 per Common Share per quarter, with the timing of such regular quarterly dividends to be in accordance with the Company’s practice for the four (4) most recent fiscal quarters prior to the date hereof, and (C) the accrual and payment of regular quarterly dividend equivalents in respect of its equity interest RSUs in any Contributed Subsidiarythe Ordinary Course of Business in an amount no greater than $0.08 per Common Share per quarter, with the timing of such regular quarterly dividend equivalents to be in accordance with the Company’s practice for the four (4) most recent fiscal quarters prior to the date hereof; (iii) acquire or agree to acquire (A) by merging or consolidating with, or by purchasing all or a substantial equity or voting interest in any Person, except that a Company Subsidiary may merge or consolidate with another Company Subsidiary, or (B) any assets that would be material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole, except, with respect to any clause (B), in the Ordinary Course of its Contributed SubsidiariesBusiness; (iv) sell, redeem lease, license, subject to a Lien (other than a Permitted Lien) or otherwise acquire surrender, relinquish or dispose of any material assets or property of the Company or any Company Subsidiary, other than (A) in the Ordinary Course of Business (including licenses of Intellectual Property), or (B) pursuant to existing written contracts or commitments; (v) (A) issue, sell, grant, pledge or otherwise encumber any shares of its capital stock or issue other securities (including any Derivative Securities) or enter into any amendment of any material term of any of its outstanding securities (other than issuances of Common Shares (x) in respect of Options outstanding on the date hereof and (y) in respect of RSUs outstanding on the date hereof), (B) accelerate the vesting of any Options or RSUs (other than pursuant to this Agreement or as required pursuant to preexisting contractual commitments), (C) split, combine or reclassify any shares, stock or other equity interests of the Company or any Company Subsidiary or (D) purchase or redeem any shares of capital stock of the Company or any Company Subsidiary or any other equity interests or any Derivative Securities in respect thereof, other than (except upon x) as otherwise contractually required pursuant to a written Contract in effect prior to the execution of this Agreement, (y) any such purchases or redemptions by a wholly-owned Company Subsidiary with respect to such Company Subsidiary’s own capital stock or other equity interests or (z) in connection with the exercise of outstanding options) Options or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares the vesting of such capital stock; RSUs (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness including in connection with its Existing Business; (vany required withholding Taxes related to such exercise or vesting) permit, allow or suffer any Contributed Assets to become subjected to any Lien outstanding as of any nature whatsoever, except Permitted Liensthe date of this Agreement; (vi) cancel incur, guarantee or assume any material indebtedness Indebtedness (individually including the issuance, sale or guarantee of any debt securities) or make any loans, advances or capital contributions to, or investments in, any Person or modify any of the foregoing, other than (A) in the aggregateOrdinary Course of Business or (B) any Indebtedness, loan, advance, capital contribution or waive investment between the Company and any claims wholly-owned Company Subsidiary or rights of substantial value relating to its Existing Businessamong wholly-owned Company Subsidiaries not involving any third party; (vii) except for intercompany loans among Contributed Subsidiaries grant (A) any increase in the ordinary course base salary of business their respective employees, (B) any bonus or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance incentive compensation to any amount toof their respective employees, or sell, transfer (C) any other compensation or lease any change of its assets to, or enter into any agreement or control arrangement with any of its Affiliatestheir respective employees, in each case, other than pursuant to the currently existing terms of any written Contracts, pursuant to mandatory provisions of currently existing Company Plans or, with respect to employees other than executive officers (as such term is defined in Rule 3b-7 under the Exchange Act) of Belo, in the Ordinary Course of Business; (viii) make establish or enter into any change new arrangement constituting a Company Plan or materially amend or modify any existing Company Plan (other than, in any method each case, with respect to agreements for new hires in the Ordinary Course of financial accounting Business or financial accounting practice or policy of its Existing Business other than those as may be required by generally accepted accounting principles;applicable Law), (ix) make any change other than in the methods Ordinary Course of Business, hire any employee or timing terminate the employment of collecting receivables or paying payables with respect to its Existing Businessany executive officer of the Company (other than any termination as a result of cause); (x) enter into any new, or materially modify the terms of any existing, Collective Bargaining Agreement (other than the renewal of any Collective Bargaining Agreement in the ordinary course Ordinary Course of businessBusiness or any modifications that would not reasonably be expected to result in material liability, make obligation of or incur restriction on the Company or any capital expenditure in connection with of the Company Subsidiaries (prior to the Effective Time) or Gannett or any of its Existing Business that is not currently approved in writing Subsidiaries (including the Surviving Corporation on or budgetedafter the Effective Time)); (xi) sellchange any method of accounting or accounting principles or practices followed by the Company or any Company Subsidiary, leaseexcept for any such change required by a change in GAAP or applicable Law; (xii) pay, license discharge, settle or otherwise dispose satisfy any Legal Proceeding, claim or obligation to a qualified defined benefit pension plan in connection with a settlement with a Governmental Authority which payment, discharge, settlement or satisfaction could reasonably be expected to limit or restrict the operation of the business of the Company or any Company Subsidiary in any material respect, or could require the payment by the Company or any Company Subsidiary of an amount in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate, after taking into account any insurance payments available therefor; provided, that the Company may settle or compromise any litigation in connection with this Agreement or the transactions contemplated hereby without Gannett’s prior written consent to the extent that all such settlements, collectively, do not require the payment by the Company and the Company Subsidiaries of an amount in excess of Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate; (xiii) terminate or cancel any insurance coverage maintained by the Company or any Company Subsidiary with respect to any material assets without replacing such coverage with a comparable amount of insurance coverage, other than in the Ordinary Course of Business; (xiv) make or authorize any new capital expenditures other than those set forth in the budget provided to Gannett prior to the date hereof and capital expenditures in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate; (xv) (A) fail to use all commercially reasonable efforts to maintain in full force and effect in accordance with their respective terms and conditions, any of the Station Licenses, or to not take or fail to take any action that could reasonably be expected to cause the FCC or any other Governmental Authority to institute proceedings for the suspension, revocation or adverse modification of any of the assets Station Licenses in any material respect, or (B) enter into any FCC consent decree with respect to any Station or any of its Existing Businessthe Station Licenses if such FCC consent decree may survive the Closing Date or if such FCC consent decree involves the payment by the Company and/or any Company Subsidiaries of more than One Hundred Thousand Dollars ($100,000); (xvi) make or change any material Tax election, except inventoryadopt or change any material period in respect of Taxes, programming adopt or other goods change any material method of Tax accounting, file any material amended Tax Return or services sold in the ordinary course of business consistent settle, compromise or surrender any material Tax liability, claim or refund, enter into any closing Contract relating to material Taxes, file any material Tax Return that is inconsistent with past practice, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment (except extensions of time to file Tax Returns obtained in the Ordinary Course of Business), in each case except in the Ordinary Course of Business; (xvii) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (xviii) write down any of its material consolidated assets, except pursuant to applicable Law or GAAP; or (xiixix) authorize any of, agree or commit or agree to take, whether in writing or otherwise, to do any of, of the foregoing actionsforegoing. (bc) Except In addition to and without limitation of the foregoing, from the date hereof until the Effective Time or earlier termination of this Agreement in accordance with its terms, or except as set forth in Schedule 4.01 or listed on Section 5.1 of the Company Disclosure Letter, otherwise expressly permitted or contemplated by the terms of this Agreement or required by applicable Law, neither the Company nor any ancillary agreements that may be entered into in connection with the Transactions, USAi Company Subsidiary shall not, and shall not permit any of its Affiliates to: (i) adopt enter into any new Contract or amend any USAi Benefit Arrangement Company Plan that (or any plan or arrangement that x) would be an USAi Benefit Arrangement have been a “Material Contract” if adopted) relating primarily it had been entered into prior to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. , (cy) Each Parent Party shall promptly advise would be binding on Gannett or any of its Affiliates after the other Parent Party in writing of Effective Time and (z) involves the occurrence of any matter payment or event that is material potential payment by or to the business, assets, financial conditionCompany or any Company Subsidiary of more than $1,000,000 per annum or $2,500,000 in the aggregate (other than payments to the Company or any Company Subsidiary for advertising), or results (ii) materially amend, supplement, extend, renew, restate or otherwise change any Contract or Material Contract that involves the payment or potential payment by or to the Company or any Company Subsidiary of operations more than $1,000,000 per annum or $5,000,000 in the aggregate (other than payments to the Company or any Company Subsidiary for advertising), if such Contract or Material Contract (as amended, supplemented, extended, renewed, restated or otherwise changed) would be binding on Gannett or any of its Existing Business, taken as a wholeAffiliates after the Effective Time. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters as expressly set forth in Schedule Section 4.01 of the Company Disclosure Letter or otherwise expressly permitted by the terms of this AgreementAgreement and except as shall be prohibited by this Section 4.01(a), from the date hereof of this Agreement to the Closing, each Parent Party the Company shall, and shall cause its the Company Subsidiaries to, (x) conduct their respective Existing Business to be conducted businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted conducted, and (including with respect to advertising, promotions, capital expenditures and inventory levelsy) and use all commercially reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees maintain and preserve their businesses in good operating condition suitable in all material respects for their intended purposes and their respective business relationships with customers, strategic partners, suppliers, licensors, licensees, distributors and others having business dealings with whom they deal to the end that their respective businesses shall be unimpaired at Company and the ClosingCompany Subsidiaries. Each Parent Party The Company shall not, and shall not permit any of its Affiliates Company Subsidiary to, take any action that would, or that could would reasonably be expected to, result in any of the conditions set forth in Article V to the Acquisition not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule Section 4.01 of the Company Disclosure Letter or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party from the date of this Agreement to the Closing, the Company shall not, and shall not permit any of its Affiliates Company Subsidiary to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyAcquirer: (i) with respect take any action that would, after the Closing, be a (A) Shareholder Reserved Matter (as defined in the form of the Company’s restated articles of incorporation attached hereto as Exhibit A) or (B) Board Reserved Matter (as defined in the form of the Company’s bylaws attached hereto as Exhibit B); provided, however, the Company may declare and pay dividends or make other distributions on the Company Common Stock in such amounts as the Company reasonably determines would not cause the Pro Forma Capitalization, as of the Determination Date, to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactionsbe less than $1,990,000,000; (ii) other than sweeping cash take any action that materially and adversely deviates from the Annual Budget then in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary;effect; or (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any ofauthorize, or commit or agree to take, whether in writing or otherwise, to do any of, of the foregoing actions. (b) Except as set forth in Schedule Section 4.01 of the Company Disclosure Letter or otherwise expressly permitted or required by the terms of this Agreement, from the date of this Agreement or any ancillary agreements that may be entered into in connection with to the TransactionsClosing, USAi the Company shall not, and shall not permit any Company Subsidiary to, do any of its Affiliates the following without first providing reasonable notice to, and consulting with, the Acquirer: (i) adopt or amend release any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter intoreserves, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, than in the ordinary course of business and consistent with past practice or practice, the Accounting Principles and the Company’s accounting policies and methodologies as required by Applicable Law; orin effect on the Balance Sheet Date; (ii) except (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice practice, (B) as required pursuant to the terms of any Benefit Plan or as may be required under agreements other written agreement in existence effect on the date of this Agreement and made available to the Acquirer or (B) grant new options or restricted stock its Representatives prior to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. , or (cC) Each Parent Party shall promptly advise as may be required by applicable Law, (1) materially increase the other Parent Party in writing benefits of any present or former director, officer or employee of the occurrence Company or any of the Company Subsidiaries, (2) grant any matter or event that is material to the businessseverance, assetschange in control, financial conditionretention, or results termination pay to any present or former director, officer or employee of operations the Company or any of its Existing Businessthe Company Subsidiaries, taken (3) loan or advance any money or other property to any present or former director, officer or employee or (D) establish, adopt, enter into, amend or terminate any material Benefit Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a material Benefit Plan if it were in existence as a whole. (d) Notwithstanding any other provision of the date of this Agreement; provided however, following that the date hereofforegoing clauses (A), each Parent Party (B), (C) and (D) shall manage its cash not restrict the Company or any of the Company Subsidiaries from entering into or making available to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, any plans, agreements, benefits or compensation arrangements (including incentive grants) that have a value that is materially consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; and provided further, that nothing in this paragraph (ii) shall permit the Company or any sweeps thereof)Company Subsidiary to take any action not permitted by Section 4.01(a)(i) or (ii) above; (iii) make or change any material Tax election, payables and receivables change an annual accounting period, adopt or change any accounting method with respect to Taxes, file any amended Tax Return, enter into any closing agreement, settle or compromise any proceeding with respect to any Tax claim or assessment, surrender any right to claim a refund of Taxes, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; (iv) make any material change in its Existing Business lending, leasing, origination, underwriting, credit management and debt collection, risk and asset-liability management and other operating policies and procedures, except as required by Law; or (v) authorize, or commit or agree to take, whether in each case in writing or otherwise, any of the ordinary course of business and consistent with past practiceforegoing actions.

Covenants Relating to Conduct of Business. 3.1 CONDUCT OF BUSINESS BY THE COMPANY ---------------------------------- Except as expressly permitted by clauses (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted by the terms through (s) of this AgreementSection 3.1, during the period from the date hereof of this Agreement to the Closingearlier of the time (the "EFFECTIVE TIME") of the appointment or election to the Board of Directors of the Company of persons designated by Bidco who represent a majority of the directors of the Company and the termination of this Agreement in accordance with its terms, each Parent Party the Company shall, and shall cause each of its respective Existing Business to be conducted Subsidiaries to, in all material respects carry on its and their businesses in the usual, regular and ordinary course in substantially of its and their businesses as currently conducted and, to the same manner as previously conducted (including with respect to advertisingextent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable commercial efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businessits and their current business organizations, keep available the services of its and their current officers and employees and preserve its and their relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with whom they deal it and them to the end that its and their respective goodwill and ongoing businesses shall be unimpaired at the ClosingEffective Time. Each Parent Party Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or in the Disclosure Letter, the Company shall not, and shall not permit any of its Affiliates Subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyParent: (ia) with respect to (A) split, combine or reclassify any of its Contributed Subsidiariesor their shares or issue or authorize the issuance of any other securities in respect of, amend in lieu of or in substitution for its Organizational Documentsor their shares or (B) purchase, except as is necessary redeem or otherwise acquire, or offer to consummate purchase, redeem or otherwise acquire, any shares of the TransactionsCompany or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities, in each case, other than intercompany transactions involving the Company and its Subsidiaries and other than purchases of Common Shares pursuant to the Company's Employee Stock Purchase Plan; (iib) issue, deliver, sell, pledge, dispose of, or otherwise encumber, any of its or their shares, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire any such shares, voting securities, equity equivalent or convertible securities, other than sweeping cash the issuance of Common Shares upon the exercise of Options outstanding on the date of this Agreement or upon the conversion of 6-1/2% convertible unsecured subordinated debentures; (c) amend its or their certificate of incorporation, articles, by-laws or other charter documents; (d) acquire or agree to acquire by merging, amalgamating or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any person or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than acquisitions of inventory or fixed assets in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution including capital expenditures previously authorized in respect of its equity interest the Company's most recent budget as disclosed in any Contributed Subsidiarythe Company's data room; (iiie) with respect pledge, encumber, sell, lease or otherwise dispose of, or agree to pledge, encumber, sell, lease or otherwise dispose of, any of its Contributed Subsidiariesor their assets, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or; (xiif) authorize incur any ofindebtedness for borrowed money, guarantee any such indebtedness or make any loans, advances or capital contributions to, or commit or agree to takeother investments in, whether in writing or otherwiseany other person, to do any ofother than indebtedness, guarantees, loans, advances, capital contributions and investments (i) between the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, Company and shall not permit any of its Affiliates to:wholly-owned Subsidiaries in the ordinary course of business consistent with past practice and (ii) other than borrowings under the Company's existing revolving credit facilities or master lease arrangements in the ordinary course of business consistent with past practice; (g) alter (through merger, liquidation, reorganization, restructuring or in any other fashion) the corporate structure or ownership of the Company or any of its Subsidiaries; (h) enter into or amend any material written employment, consulting or severance agreement with any management level employee or any consultant or the equivalent or any compensation agreement, benefit plan, retention plan, severance plan or bonus plan or grant any bonuses, salary increases, pension benefits, retirement allowances, retention, severance or termination pay to any management level employee or any consultant other than pursuant to and in accordance with written agreements in effect on the date hereof; (i) violate or fail to perform any material obligation or duty imposed upon it or any of its Subsidiaries by any applicable law; (j) make any change to accounting policies or procedures (other than changes required to be made by Canadian generally accepted accounting principles); (k) prepare or file any Returns inconsistent with past practice or, on any such Returns, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Returns in prior periods; (l) make or rescind any express or deemed Tax election related to Taxes or change any of its or their methods of reporting income or deductions for Tax purposes or make a request for a Tax ruling or enter into any agreement with any taxing authority; (m) commence any litigation or proceeding or settle or compromise any litigation except in the ordinary course of business consistent with past practice and except for any settlement or compromise having an aggregate cost to the Company of not more than $500,000; (n) enter into or amend any USAi Benefit Arrangement agreement or contract material to the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business consistent with past practice (and other than as contemplated by this Agreement) or purchase any plan real property; (o) pay, discharge or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business satisfy any claims, liabilities or enter intoobligations (absolute, adoptaccrued, extend (beyond the Closing Dateasserted or unasserted, contingent or otherwise), renew other than the payment, discharge or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each casesatisfaction, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the December 31, 2002 audited financial statements (iior the notes thereto) (A) grant to any USAi Business Employee any increase in compensation of the Company and its Subsidiaries or benefits, except grants incurred in the ordinary course of business and consistent with past practice or as may be required arising under agreements in existence on applicable law; (p) directly or indirectly (i) reduce the date stated capital of this Agreement the Company or any of its Subsidiaries, or (Bii) grant new options reorganize, merge, amalgamate or restricted stock to consolidate the Company or any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement.its Subsidiaries with any person; (cq) Each Parent Party shall promptly advise the other Parent Party in writing allow its current insurance (or re-insurance) policies to be cancelled or terminated or any of the occurrence coverage thereunder to lapse, unless simultaneously with such cancellation, termination or lapse, replacement policies underwritten by insurance and re-insurance companies of any matter nationally recognized standing providing coverage equal to or event that is material to greater than the businesscoverage under the cancelled, assets, financial condition, terminated or results of operations of its Existing Business, taken as a whole.lapsed policies for substantially similar premiums are in full force and effect; (dr) Notwithstanding in the case of employees who are not management level employees, take any action other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case than in the ordinary course of business and consistent with past practice, with respect to entering into or amending any employment, severance, collective bargaining, benefit or similar agreements, policies or arrangements or with respect to the grant of any bonuses, salary increases, pension benefits, retirement allowances, deferred compensation, retention, severance or termination pay or any other form of compensation or profit sharing or with respect to any increase of benefits otherwise payable; or (s) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Covenants Relating to Conduct of Business. (a) Section 4.01 Conduct of Business of the Company. Except for matters as set forth in Schedule Section 4.01 or of the Company Disclosure Schedule, except as otherwise expressly permitted permitted, required or contemplated by the terms this Agreement or except as consented to in writing by Parent (provided that with respect to clauses (l), (m), (n) and (o) of this Agreement, Section 4.01 such consent not to be unreasonably withheld or delayed) during the period from the date hereof of this Agreement to the Closingearlier of the Effective Time and the appointment or election of Parent's designees to the Company Board pursuant to Section 1.03 (such earlier time, each Parent Party the "Control Time"), the Company shall cause carry on its respective Existing Business to be conducted business in the usual, regular and ordinary course consistent with past practice and in substantially compliance in all material respects with all applicable laws and regulations and, to the same manner as previously conducted (including with respect to advertisingextent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable best efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businessits current business organization, to keep available the services of their its current officers and other current key employees and preserve their to maintain satisfactory relationships with customersthose Governmental Entities, suppliersvendors, licensors, licensees, distributors merchants and others other persons having significant business dealings with whom they deal to the end that their respective businesses shall be unimpaired at the ClosingCompany. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without Without limiting the generality of the foregoingforegoing (but subject to the above exceptions), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by during the terms period from the date of this AgreementAgreement to the Control Time, each Parent Party the Company shall not, not and shall not permit the Company Subsidiary to: (a) (x) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its Affiliates capital stock, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except for issuances of Company Common Stock upon the exercise of Company Stock Options under the Company Stock Option Plans or in connection with other awards under the Company Stock Option Plans outstanding as of the date hereof in accordance with their present terms or issued pursuant to Section 4.01(b) or (z) except pursuant to agreements entered into with respect to the Company Stock Option Plans, purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than: (i) Company Stock Options granted under clause (y) below or; (ii) the issuance of Company Common Stock upon (A) the exercise of Company Stock Options or (B) in connection with other awards under the Company Stock Option Plans, which in the case of either (A) or (B) are (x) outstanding as of the date hereof in accordance with their present terms or (y) granted after the date hereof with the written consent of Parent); (c) amend its certificate of incorporation or by-laws; (d) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any person; (e) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets (including securitizations), other than in the ordinary course of business consistent with past practice; (f) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for the obligations of any person, or make any loans, advances or capital contributions to, do or investments in, any person other than a wholly owned subsidiary, except in the ordinary course of business consistent with past practice; (g) take, or agree to commit to take, any action that would or is reasonably likely to result in any representation or warranty becoming untrue or any of the following conditions to the Offer set forth in connection with its Existing Business without the prior written consent Annex A or any of the conditions to the Merger set forth in Article VI not being satisfied, or that would materially impair the ability of the Company, Parent, Purchaser or the holders of Shares to consummate the Offer or the Merger in accordance with the terms hereof or materially delay such consummation; (h) alter (through merger, liquidation, reorganization, restructuring or in any other Parent Party:fashion) the corporate structure or ownership of the Company or the Company Subsidiary; (i) increase the compensation payable or to become payable to the Company's or Company's Subsidiary directors, officers or employees or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or employee of the Company or the Company Subsidiary (except with respect to any the payment of its Contributed Subsidiariesseverance pay to non-Continuing Employees to the extent permitted by Section 5.06(a)); or establish, amend its Organizational Documentsadopt, enter into, or, except as may be required to comply with applicable law or as permitted under Section 2.04, amend in any material respect or take action to enhance in any material respect or accelerate any rights or benefits under, any labor, collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except in any such case as related to employees in the ordinary course of business and to the extent such action or amendment does not (and is necessary not expected to) to consummate result in increased expenses, costs or liabilities in excess of $50,000 in the Transactionsaggregate; (j) knowingly violate or knowingly fail to perform, in any material respect, any obligation or duty imposed upon the Company or the Company Subsidiary by any applicable federal, state or local law, rule, regulation, guideline or ordinance; (k) make any change to accounting policies, practices or procedures (other than actions required to be taken as a result of a change in law or GAAP); (l) prepare or file any material Tax Return inconsistent with past practice or, on any such Tax Return, take any material position, make any material election, or adopt any material method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (m) settle or compromise any claims or litigation, including any federal, state, local or foreign income tax dispute, where (i) the consideration paid by the Company, in the aggregate, has a fair market value in excess of $100,000 or (ii) there are potential criminal liabilities; (n) other than sweeping cash in the ordinary course of business consistent with past practice, make enter into, terminate or materially amend any declaration agreement or contract to which the Company is a party (provided, however, that nothing in this Section 4.01 shall prevent the Company from renewing any existing contract with any Governmental Entities), (i) having a remaining term in excess of six months and (ii) which involves or is expected to involve future receipt or payment of $100,000 or more during the term thereof, or waive, release or assign any dividend material rights or claims under any other distribution such agreement or contract; or purchase any real property, or make or agree to make any new capital expenditure or expenditures which in respect of its equity interest in any Contributed Subsidiarythe aggregate exceed $100,000; (iiio) with respect to pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of its Contributed Subsidiaries$100,000, redeem other than the payment, discharge or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any optionsatisfaction, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and in accordance with their terms, of any such claims, liabilities or obligations (in each case not material in amount, pay, loan related to pending litigation) reflected or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change disclosed in the methods most recent consolidated financial statements (or timing the notes thereto) of collecting receivables or paying payables with respect to its Existing Business; (x) other than the Company included in the ordinary course Company SEC Documents or incurred since the date of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold such financial statements in the ordinary course of business consistent with past practice; or (xiip) authorize any ofauthorize, or recommend, propose, commit or agree to take, whether in writing or otherwiseannounce an intention to take, to do any of, of the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) SECTION 4.1 Conduct of Business by the Company. Except for matters as set forth in Schedule 4.01 or Section 4.1 of the Company Disclosure Schedule, except as otherwise expressly permitted contemplated by this Agreement or except as consented to by Parent in writing or required by applicable law or regulation, during the terms of this Agreement, period from the date hereof to of this Agreement and continuing until the Closingearlier of the termination of this Agreement and the Effective Time, each Parent Party the Company shall, and shall cause its subsidiaries to, carry on their respective Existing Business to be conducted businesses in the usual, regular and ordinary course consistent with past practice and in substantially the same manner as previously conducted (including compliance in all material respects with respect to advertisingall applicable laws and regulations, promotionspay their respective material debts and material Taxes when due, capital expenditures and inventory levels) and pay or perform their other respective material obligations when due, and, use all commercially reasonable efforts consistent with the other terms of this Agreement to keep preserve intact their current business organizations, use all commercially reasonable efforts consistent with the respective businesses other terms of such Parent Party's Existing Business, this Agreement to keep available the services of their current officers and employees and preserve their relationships with customersthose persons having business dealings with them, suppliersall with the goal of preserving unimpaired their goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, licensorssenior officers of Parent and the Company shall meet on a reasonably regular basis to review the financial and operational affairs of the Company and its subsidiaries, licenseesin accordance with applicable law, distributors and others the Company shall give due consideration to Parent's input on such matters, consistent with whom they deal Section 4.5 hereof, with the understanding that Parent shall in no event be permitted to exercise control of the Company prior to the end that their respective businesses shall be unimpaired at Effective Time. Except as expressly contemplated by this Agreement, except as disclosed in Section 4.1 of the Closing. Each Company Disclosure Schedule, or except as consented to by Parent Party in writing or required by applicable law or regulation, after the date hereof the Company shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party: (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates subsidiaries to: (i) adopt other than dividends and distributions by a direct or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily indirect wholly owned subsidiary of the Company to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.parent,

Covenants Relating to Conduct of Business. (a) Except for matters as contemplated or permitted by this Agreement, as set forth in Schedule 4.01 Section 5.01(a) of the Company Disclosure Letter or otherwise expressly permitted by with the terms prior written consent of this AgreementPurchaser, from the date hereof of this Agreement to the Closing, each Parent Party the Company shall, and shall cause its the Subsidiaries to, conduct their respective Existing Business to be conducted businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfiedconducted. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 Section 5.01(a) of the Company Disclosure Letter, required by Applicable Law or otherwise expressly contemplated or permitted or required by the terms of this Agreement, each Parent Party from the date of this Agreement to the Closing, the Company shall not, and shall not permit any of its Affiliates Subsidiary to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyPurchaser: (i) with declare, set aside or pay any dividends on, or make any other distributions (whether in cash, shares or property) in respect to of, any of its Contributed Subsidiariesshare capital, amend other than dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its Organizational Documents, except as is necessary to consummate the Transactionsparent; (ii) (A) split, consolidate, combine or reclassify any of its outstanding share capital or issue or authorize the issuance of any shares or other securities in respect of, in lieu of or in substitution for its shares or (B) purchase, redeem or otherwise acquire any shares of the Company or any Subsidiary or any rights, warrants or options to acquire any such shares; (iii) issue, sell, grant or pledge any shares of the Company or any Subsidiary, any other voting securities or any securities convertible into (including “phantom” share rights, share appreciation rights and share-based performance units), or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities; (iv) amend the Company Memorandum of Association or the Company Articles or the comparable organizational documents of any Subsidiary or Goodwood; (v) sell, lease, license or otherwise dispose of any Vessel or any other material assets; (vi) enter into any Contract with respect to any merger, consolidation, liquidation, dissolution or business combination involving the Company or any Subsidiary; (vii) purchase, sell, lease, pledge or otherwise dispose or acquire any property or assets for which the aggregate consideration paid or payable in any individual transaction is in excess of $250,000 or in the aggregate in excess of $1,000,000; (viii) incur any financial indebtedness for borrowed money (other than sweeping cash accounts payable incurred in respect of property or services purchased in the ordinary course of business consistent with past practice) or make any third party loans or advances (other than, in each case, in the ordinary course of business consistent with past practice, make any declaration or payment for individual amounts not in excess of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually $250,000 or in the aggregate) or waive any claims or rights aggregate not in excess of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles$1,000,000); (ix) make any change capital expenditures in excess of $250,000 individually or $1,000,000 in the methods or timing aggregate (other than capital expenditures included in the business plans for the Company and the Subsidiaries that have been made available to Purchaser prior to the date of collecting receivables or paying payables with respect to its Existing Businessthis Agreement); (x) except as required by law or any judgment by a court of competent jurisdiction, (A) pay, discharge, settle or satisfy any material claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction in the ordinary course of businessbusiness consistent with past practice or in accordance with their terms of liabilities disclosed, make reflected or incur any capital expenditure reserved against in connection with its Existing Business that is the Year End Balance Sheet (for amounts not currently approved in writing excess of such reserves) or budgeted; (xi) sell, lease, license or otherwise dispose incurred since the date of any of the assets of its Existing Business, except inventory, programming or other goods or services sold such financial statements in the ordinary course of business consistent with past practice, (B) cancel any indebtedness or (C) waive or assign any claims or rights of substantial value; (xi) establish, adopt, amend in any material respect or terminate any Company Benefit Plan or any arrangement which, upon its establishment or adoption, would constitute a Company Benefit Plan, except as may be required by Applicable Laws or pursuant to the terms of any Company Benefit Plan or Contract, as in effect on the date of this Agreement; (xii) make or promise to make any bonus, profit-sharing or similar payment, or fund, materially increase or accelerate the vesting, payment or amount of, wages, salary, commissions, fringe benefits, severance benefits, deferred compensation or other compensation or benefits (including equity-based compensation, whether payable in cash or otherwise) or remuneration payable to, or for the benefit of, any current or former director, Employee, consultant or independent contractor, in each case except (A) as required by Applicable Laws or the terms of any Company Benefit Plan or Contract, as in effect on the date of this Agreement, (B) in the ordinary course of business (including in connection with promotions and employee review cycles) or (C) for any such action for which Sellers and their affiliates (other than the Company and the Subsidiaries) would be solely and directly liable (including where the Sellers are liable for this as a result of the full and entire effect and impact of such matter having been included in the calculation of the Actual Equity Amount); (xiii) hire or promote any Employee of the Company or any Subsidiary (whether or not in the ordinary course of business) or terminate the employment of any current Employee, other than due to such Employee’s death or disability or for cause (as determined by the Company or any Subsidiary, as applicable, in its reasonable discretion consistent with past practice); (xiv) make any material Tax election or settle or compromise any material Tax liability; (xv) enter into, modify, amend or terminate any Listed Contract (other than by entering into the New Service Contracts in accordance with, and as anticipated by, this Agreement) or waive, release or assign any material rights or claims thereunder, which if so entered into, modified, amended, terminated, waived, released or assigned would reasonably be expected to (A) adversely affect in any material respect the Company, (B) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (C) prevent or materially delay the consummation of the transactions contemplated by this Agreement; (xvi) enter into any charter of any Vessel in excess of three months’ duration; (xvii) make any changes in any material respect in the Company’s or any Subsidiary’s financial accounting or actuarial methods, principles or practices, except as may be required by SFRS (or any interpretation thereof) or by Applicable Law; (xviii) fail to comply with or breach any representations, warranties, covenants, agreements, undertakings, obligations or conditions of the Company or the Subsidiaries under any of the Company Debt Facilities, which breach would (or with the passage of time would) constitute a default or event of default under the Company Debt Facilities; or (xiixix) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Section 4.1 Conduct of Business by the Company Pending the Merger. Except for matters set forth in Schedule 4.01 or otherwise as expressly permitted by the terms clauses (i) through (xxii) of this AgreementSection 4.1, the Performance Plan (as defined below) or Section 4.2, during the period from the date hereof of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the Closingextent consistent therewith, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all commercially reasonable best efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businessits current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with whom they deal it to the end that their respective businesses its goodwill and ongoing business shall be unimpaired at the ClosingEffective Time. Each The Company shall, and shall cause each of its Subsidiaries to, timely and effectively implement the cost reduction plan developed by the Company and approved by Acquiror prior to the execution of this Agreement, as described in Section 4.1 of the Company Letter (the "Performance Plan"). Parent, Company and Acquiror agree and acknowledge that (i) the Performance Plan has been voluntarily developed by the Company, (ii) the Performance Plan will be implemented by the Company at the direction of its officers and directors, and (iii) Parent Party and Acquiror will have no liability with respect to or arising from the development or implementation of the Performance Plan by the Company. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, the Company shall not, and shall not permit any of its Affiliates Subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:Acquiror (which will not be unreasonably withheld, delayed or conditioned): (i) with (A) other than dividends paid by wholly-owned Subsidiaries, declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect to of, any of its Contributed Subsidiariescapital stock, amend or otherwise make any payments to its Organizational Documentsstockholders in their capacity as such, except as is necessary (B) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any other securities thereof or any rights, warrants or options to consummate the Transactionsacquire any such shares or other securities; (ii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options (including options under the Company Stock Option Plans) to acquire any such shares, voting securities, equity equivalent or convertible securities, other than sweeping cash the issuance of Shares upon the exercise of Company Stock Options outstanding on the date of this Agreement in accordance with their current terms; (iii) amend the Company Charter or its Amended and Restated Bylaws; (iv) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets other than sales in the ordinary course of business; (vi) incur any indebtedness for borrowed money, guarantee any such indebtedness or make any loans, advances or capital contributions to, or other investments in, any other person, other than indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly-owned Subsidiaries, in each case in the ordinary course of business consistent with past practices; (vii) alter (through merger, liquidation, reorganization, restructuring or in any other fashion) the corporate structure or ownership of the Company or any of its Subsidiaries; (viii) except for such pre-existing arrangements that are set forth in the Company Letter, enter into or adopt any, or amend any existing, severance plan, agreement or arrangement or enter into or amend any Company Plan or employment or consulting agreement; (ix) except for such pre-existing arrangements as are set forth in the Company Letter, increase the compensation payable or to become payable to its directors, officers or employees or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or employee of the Company or any of its Subsidiaries, or establish, adopt, enter into, or, except as may be required to comply with applicable law, amend in any material respect or take action (excluding any acts of the Company required to be taken, including any notices to be given, under any of the Company Stock Option Plans) to enhance in any material respect or accelerate any rights or benefits under, any labor, collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (x) knowingly violate or knowingly fail to perform any obligation or duty imposed upon it or any of its Subsidiaries by any applicable material federal, state, local or foreign law, rule, regulation, guideline or ordinance; (xi) make any change to accounting policies or procedures (other than actions required to be taken by U.S. generally accepted accounting principles or by the SEC); (xii) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiii) make or rescind any express or deemed tax election related to Taxes or change any of its methods of reporting income or deductions for Tax purposes; (xiv) commence any litigation or proceeding with respect to any material Tax liability or settle or compromise any material Tax liability or commence any other litigation or proceedings or settle or compromise any other material claims or litigation; (xv) enter into or amend any agreement or contract with any customer, supplier, sales representative or agent (i) having a term in excess of three months and that is not terminable by the Company or a Subsidiary without penalty or premium by notice of 30 days or less, other than customer maintenance agreements entered into in the ordinary course of business consistent with past practice, make any declaration or payment (ii) that involves or is expected to involve obligations of any dividend $25,000 or any other distribution in respect of its equity interest in any Contributed Subsidiarymore during the term thereof; (iiixvi) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible enter into or exchangeable for amend any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any other agreement or arrangement with any of contract material to the Company and its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in Subsidiaries outside the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xixvii) sell, lease, license purchase any real property; (xviii) make or otherwise dispose agree to make any new capital expenditure or expenditures that in the aggregate are in excess of any of the assets of its Existing Business, $25,000; (xix) except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize , enter into or amend any of, agreement or commit contract with any other person pursuant to which the Company or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to:Subsidiaries is the licensor or licensee of any Intellectual Property; (ixx) adopt pay, accelerate, discharge or amend satisfy any USAi Benefit Arrangement claims, liabilities or obligations (absolute, accrued, asserted or any plan unasserted, contingent or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Dateotherwise), renew other than the payment, discharge or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each casesatisfaction, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent financial statements (iior the notes thereto) (A) grant to any USAi Business Employee any increase of the Company and its Subsidiaries included in compensation the Company SEC Documents or benefits, except grants incurred in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice; (xxi) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; or (xxii) enter into any settlement agreement with respect to the IPO Litigation that results in the payment of funds by the Company or has a Material Adverse Effect on the Company. Notwithstanding the foregoing, the Company shall not be prohibited from paying any investment banking fees, attorneys' fees or accountants' fees related to the transactions contemplated by this Agreement or paying the costs of directors' and officers' insurance (including tail insurance to be in effect for not more than three (3) years after the Closing).

Covenants Relating to Conduct of Business. (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted Section 4.1 Conduct of Business by the terms of this AgreementCompany Pending the Merger. Except as contemplated by Section 6.3, during the period from the date hereof of this Agreement to the ClosingEffective Time, each Parent Party the Company shall, and shall cause each of its respective Existing Business to be conducted Subsidiaries to, carry on its business in the usual, regular and ordinary course in substantially the same manner as previously heretofore conducted (including with respect and, to advertisingthe extent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors lessors and others having business dealings with whom they deal it to the end that their respective businesses its goodwill and ongoing business shall be unimpaired at the ClosingEffective Time; provided, however, that the Company shall be permitted to terminate or modify the business and operations of the Company's hotel/casino facility located in Kansas City, Missouri in the event that an order, judgment, injunction, award or decree of any Governmental Entity against the Company or its Subsidiaries is granted or issued which results in the suspension, termination or revocation of the gaming licenses for such hotel/casino facility. Each Parent Party Except as otherwise expressly permitted by this Agreement, the Company shall not, and shall not permit any of its Affiliates Subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyCrescent: (a) (i) with declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect to of, any of its Contributed capital stock, or otherwise make any payments to its stockholders in their capacity as such (other than dividends declared and paid on the Company Preferred Stock or the Redeemable Preferred Stock in the ordinary course of business and customary with past practice, and dividends and other distributions by direct or indirect wholly owned Subsidiaries), amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the case of any direct or indirect wholly owned Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) except as set forth in Section 5.17, issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire any such shares, voting securities, equity equivalent or convertible securities, other than (i) the issuance of shares of Company Common Stock (and associated Rights) upon the exercise of employee stock options pursuant to the Company Plans outstanding on the date of this Agreement in accordance with their current terms and (ii) the issuance of Company Common Stock upon the conversion of shares of Company Preferred Stock or Redeemable Preferred Stock; (c) amend its articles or certificate of incorporation or by-laws or other comparable organizational documents; (d) except as set forth in Section 5.23, acquire or agree to acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or (ii) any assets that are, individually or in the aggregate material to the Company and its Subsidiaries taken as a whole, other than transactions that are in the ordinary course of business consistent with past practice and not material to the Company and its Subsidiaries taken as a whole; (e) except as set forth in a disclosure letter making reference to this section, sell, lease, license, mortgage, grant an interest in or easement in, or otherwise encumber or subject to any Lien or otherwise dispose of, or agree to sell, lease, license, mortgage, grant an interest in or easement in, or otherwise encumber or subject to any Lien or otherwise dispose of, any of its assets, other than transactions that are in the ordinary course of business consistent with past practice and not material to the Company and its Subsidiaries taken as whole; (f) incur any indebtedness for borrowed money, guarantee any such indebtedness, issue or sell any debt securities or warrants or other rights to acquire any debt securities, guarantee any debt securities or make any loans, advances or capital contributions to, or other investments in, any other person, or enter into any arrangement having the economic effect of any of the foregoing, other than (i) indebtedness incurred in the ordinary course of business consistent with past practice and (ii) indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly owned Subsidiaries or between any of such wholly owned Subsidiaries; (g) except as set forth in Section 5.23, alter (through merger, liquidation, reorganization, restructuring or in any other fashion) the corporate structure or ownership of the Company or any Subsidiary; (h) except as provided in Sections 5.8 and 5.18, enter into or adopt any new, or amend any existing severance plan, agreement or arrangement or enter into any new compensation or other welfare arrangement or plan, or amend any existing Company Plan or employment or consulting agreement, other than as required by law, except that the Company or its Subsidiaries may enter into (a) employment agreements if such agreements (i) are no longer than one year in duration (ii) provide for an annual base salary of less than $150,000, and (iii) provide, in the aggregate, for annual base salaries of less than $1,000,000, and (b) consulting agreements in the ordinary course of business that are terminable on no more than 90 days' notice without penalty; (i) except (1) as permitted under Section 4.1(h), or (2) to the extent required by written employment agreements existing on the date of this Agreement, increase the compensation payable or to become payable to its officers or employees, except for (i) increases in the ordinary course of business consistent with past practice in salaries or wages of non-officer employees of the Company or any of its Subsidiaries and (ii) except to the extent required under the terms of any applicable incentive plan; (j) grant or award any stock options, restricted stock, performance shares, stock appreciation rights or other equity-based incentive awards; (k) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, make any declaration with respect to accounting policies or payment of any dividend or any procedures (other distribution in respect of its equity interest in any Contributed Subsidiarythan actions required to be taken by generally accepted accounting principles); (iiil) with respect except as set forth in a disclosure letter making reference to this section, make or agree to make any new capital expenditure or expenditures which, individually, is in excess of its Contributed Subsidiaries$1,000,000 or which, redeem or otherwise acquire any shares in the aggregate, are in excess of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock$10,000,000; (ivm) incur pay, discharge or assume satisfy any indebtedness for borrowed money claims, liabilities or guarantee any such indebtedness in connection with its Existing Business; obligations (v) permitabsolute, allow accrued, asserted or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoeverunasserted, except Permitted Liens; (vi) cancel any material indebtedness (individually contingent or in otherwise), other than the aggregate) payment, discharge or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries satisfaction, in the ordinary course of business or transactions in the ordinary course, (i) consistent with past practice and not material in amountpractice, pay, loan of liabilities reflected or advance any amount toreserved against in, or sellcontemplated by, transfer (a) the most recent consolidated financial statements (or lease any the notes thereto) of the Company included in the Company SEC Documents or (b) the condensed consolidated balance sheets of the Company and its assets toSubsidiaries as set forth in a disclosure letter making reference to this section, or enter into any agreement or arrangement with any of its Affiliates; (viiiii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold incurred in the ordinary course of business consistent with past practice; (n) settle or compromise any material federal, state, local or foreign tax liability; or (xiio) authorize any ofauthorize, recommend, propose or commit or agree to take, whether in writing or otherwise, announce an intention to do any ofof the foregoing, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement enter into any contract, agreement, commitment or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit arrangement to do any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreementforegoing. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters as set forth in Schedule 4.01 Section 5.2 of the Seller Disclosure Schedules or as required by applicable Law or as otherwise expressly permitted or required by the terms of this Agreement, from the date hereof of this Agreement to the Closing, each Parent Party and except as Buyer may otherwise consent to in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall (and shall cause its their respective Existing Subsidiaries and any other Purchased Company or Subsidiary of a Purchased Company to) (i) conduct the Business to be conducted in the usual, regular and ordinary course in substantially consistent with past practice, and (ii) use commercially reasonable efforts to preserve intact the same manner as previously conducted (including Business, and, with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts the Business to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees its employees, independent contractors (including outside sales representatives) and preserve their agents, and maintain its relations and goodwill with its suppliers, customers, employees, independent contractors (including outside sales representatives), agents, and others having business relationships with customersany Seller, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any Affiliate of its Affiliates to, take any action that would, Seller or that could reasonably be expected to, result any other Purchased Company or Subsidiary of a Purchased Company in any respect of the conditions set forth in Article V not being satisfied. In addition Business. (and without limiting the generality of the foregoing), except b) Except as set forth in Schedule 4.01 Section 5.2 of the Seller Disclosure Schedules or as required by applicable Law or as otherwise expressly permitted or required by the terms of this Agreement, each Parent Party and solely with respect to the Purchased Assets, Purchased Companies, Subsidiaries of the Purchased Companies, Assumed Liabilities and the Business, Sellers shall not, and shall cause each Purchased Company and each Subsidiary of a Purchased Company not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:Buyer (such consent not to be unreasonably withheld, conditioned or delayed): (i) with respect (A) hire or terminate the employment of any Current Business Employee, in each case except in the ordinary course of business or (B) enter into or materially amend any Benefit Plan or any employment, bonus, severance or retirement contract or arrangement, or materially increase any salary or other form of compensation or benefits payable or to become payable to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary the Current Business Employees or pay any special bonus to consummate the Transactionsany Current Business Employees; (ii) enter into or materially amend any Collective Bargaining Agreement; (iii) grant, create, assume or otherwise incur any Lien (other than sweeping cash Permitted Liens) on any of the Purchased Company Equity Interests, Purchased Assets or any assets of any Purchased Company or any Subsidiary of a Purchased Company other than in the ordinary course consistent with past practice; (iv) (A) sell, assign, transfer, encumber or otherwise dispose of any Purchased Company Equity Interests or (B) sell, assign, transfer, encumber or otherwise dispose of any Purchased Asset or any assets of any Purchased Company or any Subsidiary of a Purchased Company other than in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien change the general level of any nature whatsoever, except Permitted Lienspricing of services and products of the Business other than in the ordinary course of business consistent with past practice; (vi) cancel except as required by Law or the rules and regulations of any stock exchange, make any material indebtedness change in accounting practices, billing or cash management practices (individually or in including with respect to the aggregate) or waive any claims or rights timing and frequency of substantial value relating to its Existing Businesscollection of receivables and paying of payables); (vii) waive or release any of their rights under any Restrictive Covenant provisions of any Contracts relating to the Business; (viii) terminate, suspend, amend or modify in any material respect, any Business Permit, except in the ordinary course of business consistent with past practice; (ix) (A) terminate a Material Contract or (B) enter into any new Contract that would be a Material Contract under the definition of Material Contract if entered into prior to the date hereof, other than, in each case, in the ordinary course of business consistent with past practice and except for intercompany loans renewals, terminations or expirations in accordance with the terms of any Material Contract; (x) authorize or effect any amendment to or change the organizational documents of any Purchased Company or any Subsidiary of a Purchased Company; (xi) issue, authorize the issuance of or consent to the issuance of any equity interests or grant any options, warrants, or other rights to purchase or obtain any of equity securities or issue, sell or otherwise dispose of any of its equity securities or redeem, repurchase or otherwise acquire any securities of any Purchased Company or any Subsidiary of a Purchased Company (other than to another Purchased Company); (xii) except for transactions among Contributed Subsidiaries the Sellers, the Purchased Companies and their respective Affiliates in the ordinary course, (A) incur any Indebtedness other than in the ordinary course of business or transactions for amounts not exceeding $100,000, (B) make any material acquisition of any assets or businesses, (C) sell, pledge, dispose of or encumber (other than a Permitted Lien) any material assets or businesses other than in the ordinary coursecourse of business or sales or dispositions of businesses or assets already contracted by any Seller, any Purchased Company or their respective Affiliates, to a wholly owned Purchased Company or as may be required by applicable Law, or (D) enter into any binding Contract with respect to any of the foregoing; (xiii) enter into any Contract in relation to the Business for the purchase of real property or lease (as lessee) of real property or exercise any option to extend any leases related to the Transferred Leased Property; (xiv) settle any Proceeding other than in the ordinary course of business consistent with past practice and involving solely money damages or otherwise containing terms that would not material be binding on the Business following the Closing; (xv) (A) change any Tax accounting methods, policies or practices, other than any such changes as are required by a change in amountGAAP or applicable Law, pay(B) make, loan or advance any amount torevoke, or sellamend any Tax election, transfer (C) file any amended Tax Return or lease any of its assets toclaim for refund, or (D) enter into any closing agreement as described in Section 7121 of the Code (or arrangement with any corresponding or similar agreement under applicable state, local or foreign Tax Law) affecting any Tax liability or refund, (E) settle or compromise any material Tax liability or refund, or (F) extend or waive the application of its Affiliatesany statute of limitations regarding the assessment or collection of any Tax; (viiixvi) make any material change in any method of financial accounting or financial accounting practice or policy of its Existing Business applicable to the Business, other than those such changes as are required by GAAP or applicable Law or are consistent with the Transaction Accounting Principles or otherwise apply generally accepted accounting principlesto Sellers; (ixxvii) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold as necessary in the ordinary course of business consistent with past practice, grant to or acquire from any Person, or dispose of or permit to lapse any rights to any material Owned Business Intellectual Property, or disclose to any Person, other than representatives of Buyer, any material confidential Know-How included in the Business Intellectual Property; or (xiixviii) authorize any of, or commit or agree to take, whether in writing or otherwise, to or do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Section 5.1 Conduct of Business by the Company Pending the Merger. Except for matters set forth in Schedule 4.01 or ----------------------------------------------------- as otherwise expressly permitted contemplated by this Agreement or consented to in advance by Parent (which consent is subsequently confirmed in writing), which consent shall not be unreasonably withheld, during the terms of this Agreement, period from the date hereof to of this Agreement through the Closingearlier of the time that the change in composition of the Board of Directors of the Company contemplated by Section 6.8 has occurred and the Effective Time, each Parent Party the Company shall, and shall cause its subsidiaries to, in all material respects carry on their respective Existing Business to be conducted businesses in, and not enter into any material transaction other than in accordance with, the usual, regular and ordinary course in substantially and, to the same manner as previously conducted (including with respect to advertisingextent consistent therewith, promotions, capital expenditures and inventory levels) and use all its reasonable best efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businesstheir current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with whom they deal to them. Without limiting the end that their respective businesses shall be unimpaired at generality of the Closing. Each Parent Party foregoing, and except as otherwise expressly contemplated by this Agreement (including the time period specified above), the Company shall not, and shall not permit any of its Affiliates subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party(which consent is subsequently confirmed in writing), which consent shall not be unreasonably withheld: (i) with declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect to of, any of its Contributed Subsidiariescapital stock, amend or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's subsidiaries, (ii) split, combine or reclassify any of its Organizational Documentscapital stock or issue or authorize the issuance of any other securities in respect of, except as is necessary in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries or any other securities thereof or any rights, warrants or options to consummate the Transactionsacquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Common Stock during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options or Warrants outstanding on the date of this Agreement in accordance with their current terms); (c) amend or change its Certificate of Incorporation or Bylaws; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, in each case that are material, individually or in the aggregate, to the Company and its subsidiaries taken as a whole; (e) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its subsidiaries taken as a whole; (f) make any commitment or enter into any contract or agreement except (i) in the ordinary course of business consistent with past practice or (ii) for capital expenditures to be made in fiscal 1996 as identified in a capital expenditure budget previously delivered to Parent; (g) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice under financing arrangements in existence on the date hereof, or make any loans, advances or capital contributions to, or investments in, any other person, other than sweeping cash to the Company or any wholly owned subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (h) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any subsidiary of the Company; (i) except as may be required as a result of a change in law or pursuant to GAAP, change any of the accounting principles or practices used by it; (j) make any tax election or settle or compromise any material income tax liability; (k) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in, or contemplated by, the financial statements (or the notes thereto) of the Company or incurred in the ordinary course of business consistent with past practice; (l) increase in any manner the compensation or fringe benefits of any of its directors, officers and other key employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees, or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee, other than increases in the compensation of employees who are not officers or directors of the Company made in the ordinary course of business consistent with past practice, make any declaration or payment (except pursuant to the terms of preexisting plans or agreements) accelerate the vesting of any dividend compensation or any other distribution in respect of its equity interest in any Contributed Subsidiarybenefit; (iiim) except in connection with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) its fiduciary duties by the Board of Directors of the Company as set forth in Section 5.2, waive, amend or allow to lapse any term or condition of any confidentiality or "standstill" agreement to which the Company or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that subsidiary is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practicea party; or (xiin) authorize any oftake, or commit agree in writing or agree otherwise to take, whether in writing or otherwise, to do any of, of the foregoing actions. (b) Except as set forth actions or any action which would make any of the representations or warranties of the Company contained in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement untrue or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt incorrect at or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material prior to the business, assets, financial condition, or results of operations of its Existing Business, taken as a wholeEffective Time. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted SECTION 6.1 Conduct of Business by the terms of this Agreement, Company Pending the Merger. During the period from the date hereof of this Agreement until such time as Parent's designees shall constitute a majority of the Board of Directors of the Company, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the Closingextent consistent therewith, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable best efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businessits current business organizations, keep available the services of their its current officers and key employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with whom they deal it to the end that their respective businesses its goodwill and ongoing business shall not be unimpaired at materially impaired. Without limiting the Closing. Each Parent Party generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, during such period, the Company shall not, and shall not permit any of its Affiliates Subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:(which consent shall not be unreasonably withheld): (ia) with (w) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect to of, any of its Contributed Subsidiariescapital stock, amend or otherwise make any payments to its Organizational Documents, except stockholders in their capacity as is necessary to consummate the Transactions; such (ii) other than sweeping regular quarterly dividends of not more than $.90625 per share on the Series A Convertible Preferred Stock and of not more than $.025 per share on the Common Stock, a regular quarterly payment-in-kind dividend in respect of the Series B Preferred Stock on December 15, 1996 and thereafter cash dividends of not more than $1.00 per share on the Series B Preferred Stock, in the ordinary course of business each case declared and paid in on dates consistent with past practice), make any declaration (x) split, combine or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to reclassify any of its Contributed Subsidiariescapital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (y) except as required under existing employee benefit plans, agreements, policies, awards or arrangements in effect on the date of this Agreement, or pursuant to the Company's Employee Stock Option Exchange Program communicated to the Company Options Recipients on November 26, 1996, purchase, redeem or otherwise acquire any shares of its capital stock or issue those of any Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) except as required under existing employee benefit plans, agreements, policies, awards or arrangements in effect on the date of this Agreement, or pursuant to the Company's Employee Stock Option Exchange Program communicated to the Company Options Recipients on November 26, 1996, issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire any such shares, voting securities, equity equivalent or convertible securities (except other than the issuance of shares of Common Stock upon the exercise of Company Stock Options outstanding options) or any optionon the date of this Agreement in accordance with their current terms, warrant or right relating thereto or any securities convertible into or exchangeable for any the issuance of shares of such capital stockCommon Stock upon the retraction, redemption or conversion of RSC Class 1 Shares, or shares of Class C Common Stock, Series A Convertible Preferred Stock or Series B Preferred Stock, in each case in accordance with the terms thereof, and the issuance on December 15, 1996 of shares of Series B Preferred Stock as a regular quarterly payment-in-kind dividend in accordance with the terms thereof); (ivc) amend its Charter or Bylaws or other similar organizational documents; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than (A) transactions that are in the ordinary course of business consistent with past practice and not material to the Company and its Subsidiaries taken as a whole and (B) acquisitions of one or more insurance brokerage businesses with respect to which the aggregate amount of consideration paid or payable by the Company and its Subsidiaries (valuing any non-cash consideration at its fair market value and any contingent payments at the maximum amount payable and treating any liabilities assumed as consideration paid) does not exceed $15,000,000; (e) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets, other than transactions that are in the ordinary course of business consistent with past practice and which involve assets having an aggregate fair market value or book value not in excess of $10,000,000; (f) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer issue or sell any Contributed Assets to become subjected to debt securities or guarantee any Lien debt securities of any nature whatsoeverothers, except Permitted Liens; (vi) cancel any material indebtedness (individually for borrowings or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold guarantees incurred in the ordinary course of business consistent with past practice; or, or make any loans, advances or capital contributions to, or other investments in, any other person, other than to or in the Company or any wholly-owned Subsidiary of the Company; (xiig) authorize alter (through merger, liquidation, reorganization, restructuring or in any ofother fashion) the corporate structure or ownership of the Company or any Subsidiary, except as contemplated by this Agreement or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 item 6.1(g) of the Company Letter; (h) enter into or otherwise expressly permitted adopt, or amend any existing, severance plan, agreement or arrangement or enter into or amend any Company Plan (as defined in Section 7.13) or employment or consulting agreement, other than as required by the terms of this Agreement law or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, as contemplated by Sections 7.4 and shall not permit any of its Affiliates to:7.13; (i) adopt except as otherwise provided in Section 7.4 or amend any USAi Benefit Arrangement (as required under existing plans, agreements, policies, awards or any plan arrangements in effect on the date of this Agreement, or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily pursuant to the Company's Employee Stock Option Exchange Program communicated to the Company Options Recipients on November 26, 1996, increase the compensation payable or to become payable to its Existing Business officers or enter intoemployees, adoptexcept, extend (beyond in the Closing Date)case of employees who are not officers, renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, for increases in the ordinary course of business and consistent with past practice practice, or grant any severance or termination pay to, or enter into any employment or severance agreement, or establish, adopt, enter into, or amend in any material respect or take action to enhance in any material respect or accelerate any rights or benefits under, any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except, in each case, as may be required to comply with applicable law or regulation; (j) violate or fail to perform any material obligation or duty imposed upon it by Applicable Lawany applicable federal, state or local law, rule, regulation, guideline or ordinance which would be reasonably expected to have a Material Adverse Effect on the Company; (k) redeem the Rights or, other than as contemplated by Section 4.14, amend the Rights Agreement; (l) amend the Stock Purchase and Sale Agreement, dated as of June 6, 1994, between the Company and American International Group, Inc.; (m) make any material change in its method of accounting; (n) take any of the actions prohibited in item 6.1(n) of the Company Letter; or (iio) (A) grant authorize, recommend, propose or announce an intention to do any USAi Business Employee of the foregoing, or enter into any increase in compensation contract, agreement, commitment or benefits, except grants in arrangement to do any of the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party foregoing. The Company shall promptly advise the other Parent Party orally and in writing of the occurrence of any matter change or event that is material to the business, assets, financial conditionhaving, or results which could reasonably be expected to have, a Material Adverse Effect on the Company or which could prevent or materially delay the consummation of operations of its Existing Business, taken as a wholethe Offer or the Merger. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters (x) set forth in Schedule 4.01 5.01, (y) expressly agreed to in writing by Purchaser or (z) otherwise expressly permitted or required by the terms of this Agreement, from the date hereof of this Agreement to the ClosingClosing Date, each Parent Party Seller shall conduct the Business, or shall cause its respective Existing the Business to be conducted conducted, in all material respects in the usual, regular and ordinary course of business in substantially a manner consistent with past practice and, to the same manner as previously conducted (including with respect to advertisingextent consistent therewith, promotions, capital expenditures and inventory levels) and use all its reasonable best efforts to keep intact preserve the respective businesses material business relationships of such Parent Party's Existing Businessthe Business with trademark licensors, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at Business deals in the Closing. Each Parent Party shall not, and shall not permit any ordinary course of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfiedbusiness. In addition (and without limiting the generality of the foregoing)addition, except as set forth in Schedule 4.01 5.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and Seller shall not permit any of its Affiliates to, do any of the following in connection with its Existing the Business without the prior written consent of the other Parent Party:Purchaser (which consent shall not be unreasonably withheld or delayed): (i) with respect grant to any of its Contributed Subsidiaries, amend its Organizational DocumentsBusiness Employee any increase in compensation or benefits, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make practice or as may be required under existing agreements and except for any declaration or payment increases for which Seller and its affiliates shall be solely obligated (provided that Seller shall provide Purchaser with prompt notice of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiarysuch increase); (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (ivii) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than in the ordinary course of business consistent with past practice and except for any liabilities, obligations, indebtedness in connection or guarantees for which Seller and its affiliates shall be solely obligated (provided that Seller shall provide Purchaser with its Existing Businessprompt notice of any such liabilities, obligations, indebtedness or guarantees regarding any Material Supplier; (viii) permit, allow or suffer subject any Contributed of the Transferred Assets to become subjected to any Lien of any nature whatsoever, except whatsoever other than Permitted Liens; (viiv) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial material value relating (solely to its Existing the extent such claims or rights relate primarily to the Business); (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viiiv) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principlesGAAP or by Applicable Law (solely to the extent such change would be binding on Purchaser); (ixvi) make acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any change in other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than Inventory) that are material to the methods or timing Business (solely to the extent a substantial portion of collecting receivables or paying payables with respect to its Existing Businessthe assets acquired constitutes Transferred Assets); (xvii) other than adopt any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy law or consent to the ordinary course filing of business, any bankruptcy petition against it under any similar law; (viii) make or incur any capital expenditure in connection with its Existing Business (of a non-emergency nature) (solely to the extent such capital expenditure relates exclusively to the Business) that is not currently approved in writing or budgeted, which exceeds $200,000 individually or $500,000 in the aggregate, in each case except for any such capital expenditures for which Seller and its affiliates shall be solely obligated; (xiix) sell, lease, license or otherwise dispose of any of Transferred Asset that is material to the assets of its Existing Business, except inventory(A) Inventory and obsolete or excess equipment sold or disposed of in the ordinary course of business and (B) any Excluded Asset; (x) enter into or amend any lease of real property (solely to the extent such lease relates primarily to the Business), programming except (A) any renewals of existing Leases in the ordinary course of business consistent with past practice and (B) leases entered into in the ordinary course of business with aggregate annual lease payments not in excess of $200,000; (xi) transfer or other goods assign or services sold grant of any license or sublicense under or with respect to any Transferred Intellectual Property (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; or); (xii) authorize abandon or permit to lapse or fail to maintain in full force and effect any ofregistration of Transferred Intellectual Property, or commit fail to take or maintain reasonable measures to protect the confidentiality of any Transferred Technology; (xiii) permit the acceleration, termination, abandonment, material modification to or cancellation of any Transferred Contract or Transferred Permit; (xiv) permit any material increase or decrease in Inventory other than in the ordinary course of the business; and (xv) agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a wholeforegoing. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters set forth in Schedule 4.01 From and after the date hereof and prior to the Closing or otherwise expressly permitted by the terms earlier termination of this Agreement, from the date hereof except (i) as expressly contemplated in or expressly permitted by this Agreement, (ii) as may be required to comply with any Lease, (iii) as required by applicable Law or any COVID-19 Measures, and (iv) to the Closingextent Purchaser shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed, except as otherwise expressly provided herein), each Parent Party shall cause Seller shall, to the extent relating to an Acquired Property or Acquired Interest: (a) carry on its respective Existing Business to be conducted businesses in the usual, regular and ordinary course in substantially the same manner as previously heretofore conducted and consistent with past practices; (including with respect to advertising, promotions, capital expenditures and inventory levelsb) and use all commercially reasonable efforts consistent with past practices to keep intact maintain the respective businesses of such Parent Party's Existing BusinessProperties in substantially the same manner as heretofore maintained, keep available ordinary wear and tear excepted; provided, that the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and foregoing shall not permit impose any of its Affiliates to, take obligation on any action that would, Seller or that could reasonably be expected to, result Property Owner to make any capital improvements or replacements to a Property other than in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except connection with emergency repairs or as set forth in Schedule 4.01 or otherwise expressly permitted or required contemplated by the terms of this Agreement, each Parent Party shall not, any Lease and shall not permit any of its Affiliates to, do any of other than the following in connection with its Existing Business without the prior written consent of the other Parent Party: (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactionsongoing work set forth on Schedule 4.1(j)(iv); (iic) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) not permit, allow or suffer any Contributed Assets of the Real Property or Acquired Interests to become subjected to any Lien of any nature whatsoeverpledge, except Permitted Liens; (vi) cancel any material indebtedness (individually lien or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business encumbrance other than those required by generally accepted accounting principlesPermitted Exceptions; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding not (i) enter into any new Contract or reciprocal easement agreement, operating agreement or other provision similar agreement, or modify, amend or terminate any Contract or any reciprocal easement agreement, operating agreement or other similar agreement, (ii) modify, amend or terminate any Major Lease without the consent of this AgreementPurchaser in its sole discretion or (iii) enter into any New Lease which is a Major Lease without the consent of Purchaser in its sole discretion; provided that Seller shall have the right, following the date hereofwithout requiring Purchaser consent, each Parent Party shall manage its cash to enter into modifications, amendments or terminations of any Lease which is not a Major Lease (including and which does not become a Major Lease by virtue of such modification or amendment) or any sweeps thereof)New Lease which is not a Major Lease, payables and receivables relating to its Existing Business in each case in the ordinary course of business and business, consistent with past practicepractices and on fair market terms which Seller will keep Purchaser reasonably informed about; (e) keep, or cause to be kept, all insurance policies covering the Properties and Property Owners, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date; (f) not apply for or agree to any change in zoning affecting any of the Real Property or any modification of the terms of any License; (g) not enter into any settlement Contract in connection with any condemnation proceedings affecting or relating to any Real Property; (h) (i) not amend, supplement, terminate or otherwise modify the Ground Lease (or any ground lease with respect to a Development Property), (ii) comply with the terms of the Ground Lease (and any ground lease with respect to a Development Property) on the part of the lessee to be performed in all material respects, and (iii) deliver to Purchaser copies of all correspondence delivered or received by Ground Lease Seller relating to the Ground Lease (or any ground lease with respect to a Development Property); (i) deliver to Purchaser copies of all material correspondence delivered or received by any Seller Party under any Lease or Contract; (j) deliver to Purchaser copies of all new Contracts, New Leases, and amendments or modifications of existing Leases entered into in accordance with the terms of this Agreement reasonably promptly following execution thereof (and in all cases prior to Closing); (k) not without Purchaser’s prior written consent in Purchaser’s sole discretion (i) waive the performance or observance by a tenant under any Major Lease of any of its material obligations or agreements thereunder, (ii) grant consent under any Major Lease, including to any assignment or sublease of any Major Lease, or (iii) apply any security deposit (including any letter of credit) held by any Seller Party under any Major Lease except if the applicable Lease has been terminated due to a tenant default; (l) not market for sale or other transfer, or solicit or engage in discussions regarding selling or transferring, any of the Acquired Properties, Acquired Interests or Acquired Leasehold (or any portion of any of them) other than (i) with respect to the Buy/Sell which Seller will exercise in accordance with the Limited Partnership Agreement within ten (10) business days following the date of this Agreement using the allocated purchase price set forth in Section 2.5 above with respect to the Crossroads Property (the “Crossroads Allocated Amount”), and (ii) with respect to the Development Properties, which the Purchaser acknowledges are either under contract for sale or being actively marketed for sale to third parties. In the event either (x) Seller’s exercise of the Buy/Sell results in Seller being required to transfer its interests in the owner of the Crossroads Property to its partner under the Limited Partnership Agreement (the “Crossroads Partner”), or (y) Seller has not acquired from the Crossroads Partner the Crossroads Partner’s interests in the owner of the Crossroads Property in time to convey the Crossroads Property to Purchaser on the Closing Date, the Crossroads Property shall no longer be an “Acquired Property” as used in this Agreement, and the Purchase Price shall be reduced by the Crossroads Allocated Amount. In the event that any of the Development are not sold to a third party prior to the Closing Date, such properties will become Acquired Properties (and/or Acquired Leaseholds, as applicable) and the Purchase Price shall be increased as set forth in Section 2.2. From and after the date hereof until the Closing Date, Sellers shall make no material modifications to any Development Property PSA without Purchaser’s prior written consent; (m) maintain all Property Owners in good standing in their respective jurisdictions of formation and the jurisdictions in which their applicable Properties are located; and (n) not cause any Property Owner to make any election to be treated as an association taxable as a corporation for tax purposes. Notwithstanding anything to the contrary contained herein, for all purposes under this Agreement, DRA Purchaser, acting alone, shall make all decisions, give all notices, and take all actions on behalf of Purchaser. For all purposes under this Agreement, (I) DRA Purchaser shall have the right to bind Purchaser and (II) KPR Purchaser shall have no right to bind Purchaser.

Covenants Relating to Conduct of Business. (a) Conduct of Business by the Company. Except for matters set forth in Schedule 4.01 Section 5.01(a) of the Company Disclosure Letter or otherwise expressly permitted by the terms of this Agreement, from the date hereof of this Agreement to the ClosingEffective Time, each Parent Party the Company shall, and shall cause each Company Subsidiary to (x) conduct its respective Existing Business to be conducted business in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all its commercially reasonable efforts to keep preserve intact the respective businesses of such Parent Party's Existing Business, its current business organization and keep available the services of their its current officers and employees and preserve their (y) use all commercially reasonable efforts to keep its relationships with customers, suppliers, licensors, licenseeslicen- sees, lessors, distributors and others having business dealings with whom they deal them to the end that their respective businesses its goodwill and ongoing business shall be unimpaired at the ClosingEffective Time. Each Parent Party In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 5.01(a) of the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time the Company shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates subsidiaries to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyParent, which consent shall not be unreasonably withheld or delayed: (i) with (A) declare, set aside or pay any dividends on, or make any other distributions in respect to of, any of its Contributed Subsidiariescapital stock, amend other than dividends and distributions by a wholly owned subsidiary to its Organizational Documentssecurity holders, except (B) split, combine or reclassify any of its capital stock or other Equity Interests, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other Equity Interests or (C) purchase, redeem or otherwise acquire any of its shares of capital stock or other Equity Interests, any other securities thereof or any rights, warrants or options to acquire any such shares or other securities, other than, in respect of any of the foregoing clauses (B) or (C), pursuant to the terms of Company Stock Options outstanding as is necessary of the date hereof or pursuant to consummate the Transactionsconversion of Preferred Stock or convertible debt outstanding as of the date hereof; (ii) except in connection with the conversion of Preferred Stock as provided in Section 6.06, issue, deliver, sell or grant (A) any shares of its capital stock or other than sweeping cash Equity Interests, (B) any Voting Debt or other voting securities, (C) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares, Voting Debt, voting securities or convertible or exchangeable securities, (D) any "phantom" stock, "phantom" stock rights, stock appreciation rights or stock-based performance units or (E) any options, warrants, rights, securities, units, commitments, Contracts, arrangements or undertakings of any kind that give any person the right to receive any economic benefits and rights accruing to holders of its or any of its subsidiaries' capital stock, other than, in respect of any of the foregoing, pursuant to the terms of Company Stock Options outstanding as of the date hereof or pursuant to the conversion of Preferred Stock or convertible debt outstanding as of the date hereof; (iii) amend or otherwise change its certificate of incorporation, by-laws or other comparable charter or organizational documents; (iv) acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any Equity Interest in or business of any person or (B) any material assets, except for purchases of inventory in the ordinary course of business consistent with past practice; (A) grant to any current or former director, officer, independent contractor or employee (each a "Participant") any loan or increase in compensation, benefits, perquisites or any bonus or award, or pay any bonus to any such person, except to the extent required under employment agreements in effect as of the date hereof or in the ordinary course of business consistent with past practice, make (B) grant to any declaration Participant any increase in severance, change in control or termination pay or benefits, except to the extent required under any agreement in effect as of the date hereof, (C) enter into any employment, loan, retention, consulting, indemnification, termination or similar agreement with any Participant, except in the ordinary course of business consistent with past practice, (D) enter into any change of control, severance or similar agreement with any Participant, (E) take any action to fund or in any other way secure the payment of compensation or benefits under any dividend benefit plan, except in the ordinary course of business consistent with past practice, (F) establish, adopt, enter into, terminate or amend any other distribution collective bargaining agreement or benefit plan, except in respect the ordinary course of its equity interest in any Contributed Subsidiary; business consistent with past practice, (iiiG) with respect to amend, waive or otherwise modify any of its Contributed Subsidiaries, redeem or otherwise acquire the terms of any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any employee option, warrant or right relating thereto stock option plan or (H) take any securities convertible into action to accelerate any rights or exchangeable for benefits or make any shares of such capital stockmaterial determinations, under any collective bargaining agreement or benefit plan; (ivvi) make any change in accounting methods, principles or practices materially affecting its reported consolidated assets, liabilities or results of operations, other than as may have been required by a change in GAAP or any Governmental Entity; (vii) sell, lease, license, transfer, pledge or otherwise dispose of or subject to any Lien any properties or assets that have a fair value, individually, in excess of $100,000 or, in the aggregate, in excess of $1,000,000; (A) other than debt incurrence pursuant to any credit facility or line of credit existing prior to the date hereof this or any refinancing thereof not to exceed the amount borrowable thereunder, incur or assume any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities, guarantee any debt securities of another person, or (B) make any loans, advances or capital contributions to, or investments in, any other person (other than to or in connection with its Existing Business; (v) permitany direct or indirect wholly owned subsidiary), allow or suffer any Contributed Assets to become subjected to any Lien individually, in excess of any nature whatsoever$100,000 or, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights , in excess of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles$1,000,000; (ix) make or agree to make any change in the methods new capital expenditure or timing of collecting receivables or paying payables with respect expenditures other than capital expenditures for emergency repairs necessary to avoid significant disruption to its Existing Businessbusiness consistent with past practices; (x) make any material Tax election or settle or compromise any material Tax Liability or refund, other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgetedtax elections required by Law; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice, (A) cancel any indebtedness owed to it or waive any of its claims or rights of substantial value or (B) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill, non-competition, exclusivity or similar agreement to which it or any of its subsidiaries is a party; (xii) enter into any Contract otherwise addressed in this Section 5.01(a) having a duration of more than one year and total payment obligations of in excess of $1,000,000 (other than Contracts terminable within one year or the renewal, on substantially similar terms, of any Contract existing on the date hereof); (xiii) except in the ordinary course of business consistent with past practice, cancel, terminate or adversely modify or amend any Material Agreement, or waive, release, assign, settle or compromise any material rights or Claims, or any material litigation or arbitration; or (xiixiv) authorize any of, or commit or agree to take, whether in writing or otherwise, to do take any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 Section 5.2 of the Seller Disclosure Schedules or as required by applicable Law or as otherwise expressly permitted or required by the terms of this Agreement, each Parent Party from the date of this Agreement to the Closing, and except as Buyer may otherwise consent to in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall (and shall cause its Subsidiaries (including the Purchased Company and its Subsidiaries)) (i) conduct the Business in the ordinary course consistent with past practice, and (ii) use commercially reasonable efforts to preserve intact the Business. (b) Except as set forth in Section 5.2 of the Seller Disclosure Schedules or as required by applicable Law or as otherwise expressly permitted or required by the terms of this Agreement, and solely with respect to the Purchased Assets, Assumed Liabilities and the Business, Seller shall not, and shall cause the Purchased Company and each Subsidiary of the Purchased Company not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:Buyer (such consent not to be unreasonably withheld, conditioned or delayed): (i) (A) hire or terminate the employment of any Current Business Employee or Service Provider or transfer the employment or engagement of any Current Business Employee or Service Provider to a different employer or engager except in the ordinary course of business; provided that Seller shall provide Buyer with advance notice (except in the event of any immediate firings for cause) of any such hiring, termination or transfer; and provided, further, no such hire shall be made without the prior consent of Buyer unless such hire is made in accordance with existing practices, is consistent with terms for similarly situated employees, is commercially reasonable for maintenance of the Business and is for a position with annualized compensation of less than $100,000; (B) materially amend or terminate any Purchased Company Benefit Plan or materially amend or terminate any other Benefit Plan in respect to of Business Employees, (C) except in the ordinary course of business, in respect of any of its Contributed SubsidiariesBusiness Employee or Service Provider, increase any compensation or benefits, establish any new compensation or benefit programs or enter into, amend its Organizational Documentsor extend (or permit the extension of) any employment or consulting agreement, except in each case as is necessary to consummate the Transactionsmay be required by a Business Plan, or (D) except as expressly permitted under this Agreement, adopt or enter into any new Business Plan; (ii) enter into or amend any collective bargaining agreement or other agreement with a labor union, works council or similar organization covering Business Employees or Service Providers; (iii) grant, create, assume or otherwise incur any Lien (other than sweeping cash Permitted Liens on the Purchased Assets other than the Purchased Company Equity Interests or Liens that will be released at Closing) on any of the Purchased Assets (including any assets of the Purchased Company or any Subsidiary of the Purchased Company) other than in the ordinary course consistent with past practice; (iv) sell, assign, transfer, encumber or otherwise dispose of any Purchased Asset (including any assets of the Purchased Company or any Subsidiary of the Purchased Company) other than in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien change the general level of any nature whatsoever, except Permitted Lienspricing of services and products of the Business other than in the ordinary course of business consistent with past practice; (vi) cancel except as required by Law, make any material indebtedness change in accounting practices, billing or cash management practices (individually or in including with respect to the aggregate) or waive any claims or rights timing and frequency of substantial value relating to its Existing Businesscollection of receivables and paying of payables); (vii) waive any of their rights under the confidentiality, Restrictive Covenant provisions of any Contracts relating to the Business, the Business Employees or Service Providers; (viii) terminate, suspend, amend or modify in any material respect, any Business Permit, except in the ordinary course of business consistent with past practice; (ix) except as set forth on Section 5.2(b)(ix) of the Disclosure Schedules, (A) terminate a Material Contract or (B) enter into any new Contract that would be a Material Contract under the definition of Material Contract if entered into prior to the date hereof, other than in the ordinary course of business consistent with past practice and except for intercompany loans renewals or terminations in accordance with the terms of any Material Contract; provided, that Seller shall provide written notice to Buyer before any Material Contract is terminated by Seller or entered into in the ordinary course of business; (x) authorize or effect any amendment to or change the organizational documents of the Purchased Company or any Subsidiary of the Purchased Company; (xi) issue, authorize the issuance of or consent to the issuance of any equity interests or grant any options, warrants, or other rights to purchase or obtain any equity Securities or issue, sell or otherwise dispose of any of equity Securities of the Purchased Company or its Subsidiaries or redeem, repurchase or otherwise acquire any Securities of the Purchased Company; (xii) except for transactions among Contributed Subsidiaries the Seller, the Purchased Company and their respective Affiliates in the ordinary course, (A) incur any Indebtedness other than in the ordinary course of business or transactions for amounts not exceeding $5,000,000; provided, however, that any Indebtedness incurred pursuant to this Section 5.2(b)(xii) shall be repaid, and any Liens associated with such Indebtedness shall be released, at or prior to Closing, (B) make any acquisition of any assets or businesses if such acquisition is not in the ordinary coursecourse of business (C) sell, pledge, dispose of or encumber any material assets or businesses other than the Canada Business (provided any such sale of the Canada Business imposes no Liability and creates no restriction or obligation on the Business, the Purchased Company or any Subsidiary of the Purchased Company) or otherwise in the ordinary course of business or (D) enter into any binding Contract with respect to any of the foregoing; (xiii) (A) enter into any Contract in relation to the Business for the purchase of real property, (B) except in the ordinary course of business, enter into any Contract in relation to the Business for the lease, sublease, license, use or other occupancy of real property which obligates the Purchased Company or any Subsidiary for more than one (1) year or amounts in excess of $15,000, (C) exercise any option to extend any agreement related to the Transferred Leased Property other than extensions of one (1) year or less necessary to maintain current operations, or (D) terminate a Real Property Lease; (xiv) settle any Proceeding other than (A) in the ordinary course of business consistent with past practice involving solely money damages or (B) those set forth on Section 5.2(b)(xiv) of the Seller Disclosure Schedules so long as any such settlement imposes no Liability and not material creates no restriction or obligation on the Business, the Purchased Company or any Subsidiary of the Purchased Company; (xv) (A) change any Tax accounting methods, policies or practices, other than any such changes as are required by a change in amountGAAP or applicable Law, pay(B) make, loan revoke or advance amend any amount toTax election, (C) file any amended Tax Return or sellclaim for refund, transfer or lease any of its assets to, or (D) enter into any closing agreement affecting any Tax liability or arrangement with refund, (E) settle or compromise any Tax liability or refund, (F) extend or waive the application of any statute of limitations regarding the assessment or collection of any Tax or (G) take, or cause or permit any other Person to take, any action which could (x) increase Buyer’s or any of its Affiliates’ liability for Taxes or (y) result in, or change the character of, any income or gain (including any subpart F income) that Buyer or any of its Affiliates must report on any Tax Return; (viiixvi) make any material change in any method of financial accounting or financial accounting practice or policy of its Existing Business applicable to the Business, other than those such changes as are required by GAAP or applicable Law or are consistent with the Transaction Accounting Principles or otherwise apply generally accepted to Seller; provided, that Seller shall provide written notice to Buyer before any material change in any method of financial accounting principlesor financial accounting practice which is required by GAAP or applicable Law or consistent with the Transaction Accounting Principles or otherwise applies generally to Seller; (ixxvii) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold as necessary in the ordinary course of business consistent with past practice, or except to the extent exclusively related to the Canada Business, grant to or acquire from any Person, or dispose of or permit to lapse any rights to any material Intellectual Property, or disclose to any Person, other than representatives of Buyer, any material Trade Secret; or (xiixviii) authorize any of, or commit or agree to take, whether in writing or otherwise, to or do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) SECTION 6.01. Conduct of Business by Monsoon. Except for matters (i) set forth in Schedule 4.01 or Section 6.01 of the Monsoon Disclosure Letter, (ii) otherwise expressly permitted by this Agreement and the terms of this Agreementother Transaction Documents, (iv) required by applicable Law or (iv) consented to in writing by Indigo Parent, from the date hereof to the Closing, each Parent Party Monsoon shall, and shall cause each Monsoon Subsidiary to, conduct its respective Existing Business to be conducted business in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect and, to advertisingthe extent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable best efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businessits current business organization, maintain its material Governmental Approvals and Third Party Approvals, keep available the services of their its current officers and employees and preserve their keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with whom they deal it to the end that their respective businesses its goodwill and ongoing business shall be unimpaired in any material respect at the Closing. Each Parent Party In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 6.01 of the Monsoon Disclosure Letter or otherwise expressly permitted by this Agreement and the other Transaction Documents or required by applicable Law, from the date hereof to the Closing, Monsoon shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates Monsoon Subsidiary to, do any of the following in connection with its Existing Business without the prior written consent of Indigo Parent, which shall not be unreasonably withheld, conditioned or delayed: (a) (i) declare, set aside or pay any dividends or other distributions in respect of its shares of Capital Stock, other than dividends and distributions by any direct or indirect wholly-owned Monsoon Subsidiary to its parent, (ii) split, combine or reclassify any of its Capital Stock, or issue or authorize the issuance of any other Parent Party:securities in respect of, in lieu of or in substitution for its shares of Capital Stock, other than any such transaction by a direct or indirect wholly-owned Monsoon Subsidiary which remains a direct or indirect wholly-owned Monsoon Subsidiary after consummation of such transaction, or (iii) purchase, redeem or otherwise acquire or amend the terms of any shares of its Capital Stock or any rights, warrants, options or other equity awards to acquire, directly or indirectly, any such shares of Capital Stock; (b) issue, deliver, sell or grant (i) any of its shares of Capital Stock or (ii) any Voting Monsoon Debt or Monsoon Securities (including any Monsoon Options, Monsoon Restricted Stock Units and any other rights, warrants, options or other equity awards to acquire, directly or indirectly, any of its shares of Capital Stock), in each case other than (A) the issuance of Monsoon Ordinary Shares upon the exercise or settlement of Monsoon Options or Monsoon Restricted Stock Units outstanding on the date hereof and in accordance with their terms, (B) the issuance of Monsoon Ordinary Shares upon the conversion of the Convertible Notes and (C) any such transaction by a wholly-owned Monsoon Subsidiary which remains a wholly-owned Monsoon Subsidiary after consummation of such transaction; (c) amend its certificate or articles of incorporation or constitution or comparable organizational documents; (d) acquire or dispose of, including by entering any lease or option Contract with respect to, any interests in real property, except for (i) acquisitions or dispositions in the ordinary course of business consistent with past practice and (ii) the expiration of any lease or option Contract in accordance with the terms of such Contract; (e) acquire, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any partnership, corporation, joint venture, limited liability entity or other business organization or division thereof or any other Person (in each case, other than any acquisition of interests in real property permitted under Section 6.01(d)), with a value or purchase price that, individually or in the aggregate, exceeds $3,000,000, except for acquisitions in the ordinary course of business consistent with past practice of assets used in the operation or conduct of the Monsoon Business; (f) sell, transfer or otherwise dispose of, including by entering any license or lease with respect to, in a single transaction or a series of related transactions, any property or asset (in each case, other than sales, transfers or dispositions of interests in real property permitted under Section 6.01(d)) with a value or purchase price that, individually or in the aggregate, exceeds $3,000,000 or sell, transfer or otherwise dispose of, any material property or asset below its book value, in each case except for (i) dispositions of obsolete or worn-out assets that are no longer used or useful in the operation or conduct of the Monsoon Business, (ii) non-exclusive licenses of Intellectual Property Rights entered into in the ordinary course of business consistent with past practice with customers or distributors of Monsoon or its Subsidiaries and (iii) transactions among Monsoon and its wholly-owned Subsidiaries or among Monsoon’s wholly-owned Subsidiaries; (g) (i) establish, adopt, enter into, terminate or amend, or take any action to accelerate the vesting or payment of any compensation or benefits under, any material Monsoon Benefit Plan, (ii) grant to any executive officer or director of Monsoon any material increase in compensation or benefits, or (iii) grant to or increase any change in control, retention, severance or termination pay to or for any Monsoon Employee, except, in each case subject to Section 6.01(b), (A) as required pursuant to the terms of a Monsoon Benefit Plan as in effect on the date hereof or (B) increases in salaries and wages not in excess of 10% of the applicable Monsoon Employee’s annual base salary and wages as in effect on the date hereof or otherwise made in the ordinary course of business consistent with past practice; (h) incur any Indebtedness, except for (i) Indebtedness solely between or among Monsoon and the Monsoon Subsidiaries, (ii) borrowings under Monsoon’s existing credit facilities (as in effect on the date hereof or amended after the date hereof not in contravention of this Agreement) in the ordinary course of business, (iii) borrowings that do not exceed the budgeted amounts set forth in Section 6.01(h) of the Monsoon Disclosure Letter, (iv) issuances of commercial paper for working capital and other short-term borrowings for general corporate purposes in each case incurred in the ordinary course of business consistent with past practice and (v) letters of credit and surety bonds issued in the ordinary course of business consistent with past practice; (i) with respect to encumber or subject any of its Contributed Subsidiariesmaterial assets to any Liens, amend other than Monsoon Permitted Liens, Liens securing Monsoon Permitted Indebtedness and non-exclusive licenses of Intellectual Property Rights entered into in the ordinary course of business consistent with past practice; (j) (i) make any loan, advance or capital contribution to, or investment in, any Person other than any wholly-owned Monsoon Subsidiary that, individually or in the aggregate, exceeds $3,000,000 except in the ordinary course of business consistent with past practice or (ii) authorize or make any capital expenditure (other than in respect of any acquisition of interests in real property permitted under Section 6.01(d)) in any fiscal quarter that, individually or in the aggregate, exceeds by more than 20% the budgeted amount for such fiscal quarter set forth in Section 6.01(j) of the Monsoon Disclosure Letter; (k) make any material change in its Organizational DocumentsTax accounting or financial accounting methods, principles and practices in effect on the date of the Monsoon Balance Sheet, except as is necessary to consummate the Transactionsmay be required by IFRS; (iil) make, revoke or change any material Tax election, file any amended Tax Return, enter into any closing agreement or settle or compromise any material Tax liability or refund, consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment, enter into any Tax allocation agreement, Tax sharing agreement, or Tax indemnity agreement relating to any material Tax; (m) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other than sweeping cash material reorganization; (n) adopt or implement any stockholder rights plan or similar arrangement; (o) modify, amend, enter into or terminate any Monsoon Material Contract or waive, release or assign any material rights or claims of Monsoon or any Monsoon Subsidiary under any Monsoon Material Contract, except in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; than (iiii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into actions taken in connection with the Transactions, USAi shall not, Transactions in accordance with this Agreement and shall not permit the other Transaction Documents and (ii) entry into any of its Affiliates to: Monsoon Material Contract providing for (i) adopt acquisitions or amend any USAi Benefit Arrangement (or any plan or arrangement dispositions that would not be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Dateprohibited by Sections 6.01(d), renew 6.01(e) and 6.01(f), (ii) Monsoon Permitted Indebtedness, (iii) Liens that would not be prohibited by Section 6.01(i) or amend any collective bargaining agreement (iv) loans, advances, capital contributions, investments or other Contract relating to its Existing Business with any labor organization, union or association, except in each casecapital expenditures that would not be prohibited by Section 6.01(j) that, in the ordinary course case of business each of clauses (i), (ii), (iii) and consistent with past practice or as required by Applicable Law; or(iv), does not otherwise require consent under this Section 6.01; (iip) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice, grant, modify, abandon, dispose of, transfer, assign or terminate any rights relating to any material Monsoon Intellectual Property or otherwise permit any of their rights relating to any Monsoon Intellectual Property to lapse; (q) settle any Action if such settlement would require any payment by Monsoon or any Monsoon Subsidiary in an amount in excess of $1,000,000 individually or $5,000,000 in the aggregate, or would obligate Monsoon or any Monsoon Subsidiary to take any material action or restrict Monsoon or any Monsoon Subsidiary in any material respect from taking any action; (r) take any action in respect of any matter that would constitute a Reserved Matter hereunder; (s) except as required by applicable Law, amend or modify any Privacy Statement of Monsoon or any Monsoon Subsidiary other than in the ordinary course of business in a manner consistent with past practice in accordance with applicable Law; or (t) authorize any of, or commit or agree to take any of, the foregoing actions.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company. (a) Except for matters as set forth in Schedule 4.01 or otherwise Section 5.1(a) of the Company Disclosure Letter, as expressly permitted contemplated by the terms of this Agreement, required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date hereof of this Agreement to the ClosingEffective Time, each Parent Party shall the Company will, and will cause its the Company Subsidiaries to, carry on their respective Existing Business to be conducted businesses in the usual, regular and ordinary course consistent with past practice and in substantially compliance with all applicable Laws and, to the same manner as previously conducted (including with respect to advertisingextent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable best efforts to keep preserve substantially intact the respective businesses of such Parent Party's Existing Businesstheir current business organizations and goodwill, keep available the services of their current officers and other key employees and preserve their relationships with significant customers, suppliers, licensors, licensees, distributors and others other persons having business dealings with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall notthem, and shall not permit any of its Affiliates toGovernmental Entities having regulatory dealings with them, take any action that would, or that could reasonably be expected to, result and keep in any force the insurance policies and Permits of the conditions set forth in Article V not being satisfied. In addition Company and the Company Subsidiaries. (and without b) Without limiting the generality of the foregoingSection 5.1(a), except as (w) set forth in Schedule 4.01 or otherwise Section 5.1(b) of the Company Disclosure Letter, (x) expressly permitted or required contemplated by the terms of this Agreement, each (y) required by applicable Law, or (z) consented to in writing by Parent Party shall not(such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Effective Time, the Company will not and shall will not permit any of its Affiliates Company Subsidiary to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect wholly owned Company Subsidiary to its parent, (B) split, combine or reclassify any of its capital stock, or (C) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities, other than (1) the acquisition by the Company of shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price of such Company Stock Options, (2) the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to any awards granted pursuant to the Company Stock Plan, and (3) the acquisition by the Company of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary Company Common Stock in connection with the forfeiture of awards granted pursuant to consummate the TransactionsCompany Stock Plan; (ii) issue or authorize the issuance of, deliver, sell, pledge or otherwise encumber or subject to any Lien, any shares of its capital stock (or any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock), any other voting securities or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units, other than, as applicable, (A) upon the exercise or vesting of awards under the Company Stock Plan, (B) grants of awards under the Company Stock Plan (including to directors), in each case under this clause (B) in the ordinary course of business consistent with past practice (1) to any officer or employee of the Company or any Company Subsidiary in the context of promotions based on job performance or workplace requirements, (2) in connection with new hires, or (3) in connection with normal annual grants to any director, officer or employee of the Company or any Company Subsidiary; provided, however, that in no event will the number of shares of Company Common Stock underlying or delivered pursuant to such grants, whether paid in cash, shares or other property, exceed, individually or in the aggregate, 100,000, (D) upon the conversion of the Company’s 2012 Notes and 2017 Notes outstanding on the date of this Agreement and in accordance with the terms of the applicable indenture in effect on the date of this Agreement, or (E) in connection with the exercise of the Top-Up Option; (iii) amend the Company Charter or Company’s bylaws or the similar organizational documents of the Company Subsidiaries, other than sweeping cash to comply with SEC rules and regulations or the DGCL; (iv) purchase an equity interest in or a substantial portion of the assets of any person or any division or business thereof, if the aggregate amount of the consideration paid or transferred by the Company and the Company Subsidiaries in connection with all such transactions would exceed $25 million or merge or consolidate with any person, in each case other than any such action solely between or among the Company and its wholly owned Company Subsidiaries; (v) sell, lease, license, mortgage or otherwise encumber or subject to any Lien (other than a Company Permitted Lien) or otherwise dispose of any of its properties, rights or assets other than dispositions of personal property, inventory or Company Owned Real Property or Company Leased Real Property other than in the ordinary course of business consistent with past practice; (vi) enter into or agree to enter into commitments for capital expenditures involving more than $40 million in the aggregate, except (A) as may be necessary for the maintenance of existing facilities, machinery and equipment in good operating condition and repair in the ordinary course of business consistent with past practice or (B) as reflected in the capital expenditures budget of the Company previously provided to Parent; (vii) redeem, repurchase, prepay, defease, incur or otherwise acquire, or modify in any material respect the terms of, any indebtedness for borrowed money, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of the Company Subsidiaries, or guarantee, endorse, assume or otherwise become responsible for any such indebtedness or any debt securities of another person or enter into any “keep well” or other contract to maintain any financial statement condition of another person, other than (1) indebtedness not existing on the date of this Agreement incurred in the ordinary course of business (including any borrowings under the Company’s existing revolving credit facilities and any letters of credit) not in excess, at any one time outstanding, of $50 million, (2) indebtedness incurred in connection with the refinancing of any indebtedness existing on the date of this Agreement as such indebtedness matures and using commercially reasonable efforts to obtain comparable terms and conditions, and (3) indebtedness owed to the Company or any of the Company Subsidiaries, so long as such indebtedness, in each case in this Section 5.1(b)(vii) can be repaid with no more than 30 days’ notice and with no premium or penalty; (viii) other than in the ordinary course of business consistent with past practice, make as required to comply with applicable Law, or as required by the terms of any declaration Company Benefit Plan or other written agreement of the Company or any Company Subsidiary in effect on the date hereof, (A) materially increase the compensation or benefits payable or to become payable by the Company or any Company Subsidiary to any current or former director, executive officer or employee of the Company or any Company Subsidiary, (B) establish, adopt, enter into, terminate or materially amend, or take any action to accelerate the vesting or payment of any dividend material compensation or benefits under, any Company Benefit Plan or any award thereunder (other distribution than a renewal occurring in respect accordance with the terms thereof that does not result in materially increased cost to Company), (C) materially increase the severance, change in control or termination pay of its equity interest in any Contributed director, officer or employee of the Company or any Company Subsidiary, or (D) enter into any employment, consulting, severance or termination agreement with any director or executive officer of Company or any Company Subsidiary; (iiiix) with respect to any of its Contributed Subsidiaries, redeem change the accounting principles used by it unless required by applicable Law or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stockGAAP; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (viix) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amountor as otherwise required by applicable Law or regulatory guidance, paymake, loan change or advance rescind any amount toexpress or deemed election with respect to Taxes, settle or sellcompromise any claim or action relating to Taxes, transfer or lease change any of its assets tomaterial methods of accounting or of reporting income or deductions for Tax purposes, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, enter into any closing agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make any Tax or incur surrender any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgetedright to claim a Tax refund; (xi) sellexcept as required by applicable Law or any judgment by a court of competent jurisdiction, leasepay, license discharge, settle or otherwise dispose of satisfy any claims or liabilities (absolute, accrued, asserted or unasserted, contingent or otherwise), investigations, or proceedings, in each case made or pending against the Company or any of the assets Company Subsidiaries, or any of its Existing Businesstheir officers and directors in their capacities as such, except inventoryother than the payment, programming discharge, settlement or other goods satisfaction of claims or services sold litigation or any investigation or proceeding, in the ordinary course of business consistent with past practice; or, which, in any event (A) is for an amount not to exceed, for any such payment, discharge, settlement or satisfaction individually, $2 million and $5 million, for all such payments, discharges, settlements or satisfactions, in the aggregate (or would not entail the incurrence of any obligation or liability of the Company in excess of such amounts, including costs or revenue reductions) and (B) would not or would not be reasonably expected to impose any material restrictions on the business or operations of the Company and the Company Subsidiaries as conducted and operated on the date of this Agreement; (xii) authorize make any ofloans, advances or capital contributions to, or commit or agree to takeinvestments in, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or associationperson, except in each casefor loans, advances, capital contributions or investments between any wholly owned Company Subsidiary and the Company or another wholly owned Company Subsidiary and except for employee advances for expenses in the ordinary course of business and consistent with past practice or as required by Applicable Law; orpractice; (iixiii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants other than in the ordinary course of business consistent with past practice, cancel or forgive any material indebtedness owed to the Company or any Company Subsidiary by a third party; (xiv) take any action to exempt or not make subject to the provisions of Section 203 of the DGCL or any other state takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any person (other than Parent and Merger Sub), or any action taken thereby, which person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom; (xv) authorize or adopt, or publicly propose, a plan of complete or partial liquidation or dissolution of the Company; (xvi) (A) materially amend, terminate (other than as terminated in accordance with its terms) or cancel, or grant material waivers under, any Company Material Contract or (B) other than with respect to any transaction or activity otherwise expressly permitted by this Section 5.1(b), enter into any other contract that, if it had been entered into prior to the date hereof, would constitute a Company Material Contract; (xvii) enter into material interest rate swaps, foreign exchange or commodity agreements and other similar hedging arrangements other than in the ordinary and usual course of business consistent with past practice or as may be required under agreements in existence on the date for purposes of this Agreement or offsetting a bona fide exposure (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement.including counterparty risk); or (cxviii) Each Parent Party shall promptly advise the other Parent Party in writing authorize, commit or agree to take any of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a wholeforegoing actions. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters Section 6.1 Conduct of Business by the Company. During the period from the date of this Agreement to the Holdings Effective Time, except as expressly permitted by this Agreement or with the prior written consent of Laser or as set forth in Schedule 4.01 or otherwise expressly permitted by Section 6.1 of the terms of this AgreementCompany Disclosure Schedule, from the date hereof to the ClosingCompany shall, each Parent Party and shall cause its respective Existing Business to be conducted subsidiaries to, carry on the business of the Company and its subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously heretofore conducted (including and in compliance in all material respects with respect all applicable Laws and regulations and, to advertisingthe extent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep preserve intact the respective businesses current business organizations of such Parent Party's Existing Businessthe Company and its subsidiaries, keep available the services of their current employees and to preserve their its relationships with customers, suppliers, licensors, licensees, distributors those persons having business dealings with the Company and others with whom they deal its subsidiaries to the end that their respective the goodwill and ongoing businesses of the Company and its subsidiaries shall be unimpaired at the ClosingHoldings Effective Time. Each Parent Party Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Holdings Effective Time, the Company agrees as to itself and its subsidiaries that, except as expressly permitted by this Agreement or with the prior written consent of Laser or as set forth in Section 6.1 of the Company Disclosure Schedule: (i) Neither the Company nor any of its subsidiaries shall (x) declare, set aside or pay any distributions (whether in cash, stock or property) with respect to its capital stock or (y) split, combine, or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock (other than dividends or stock issuances by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company); (ii) Neither the Company nor any of its subsidiaries shall issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any options, warrants or rights to acquire, any such shares, voting securities or convertible securities (other than the issuance of Company Common Stock upon the exercise of Employee Stock Options in accordance with their terms and issuances by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company); (iii) The Company shall not amend its certificate of incorporation or by-laws; (iv) Other than as would not be material to the Company, the Company and its subsidiaries shall not acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or in any other manner, any business or any corporation, limited liability company, partnership, joint venture, association or other business organization or division thereof or (y) any assets that individually or in the aggregate are material to the Company and its subsidiaries; (v) Other than as would not be material to the Company, the Company and its subsidiaries shall not sell, lease, license or otherwise encumber or subject to any Lien or otherwise dispose of any of the properties or assets of the Company and its subsidiaries, other than in the ordinary course of business consistent with past practice or pursuant to existing contractual obligations, if any, set forth in Section 6.1 of the Company Disclosure Schedule; (vi) Other than in the ordinary course of business or as would not be material to the Company, the Company and its subsidiaries shall not (x) incur any indebtedness or (y) make any loans, advances or capital contributions to, or investments in, any other person (other than the Company or a subsidiary of the Company), other than to officers and employees of the Company and its subsidiaries for travel, business or relocation expenses in the ordinary course of business; (vii) Other than in the ordinary course of business or consistent with the Company's 1998 capital budget; (viii) Other than in the ordinary course of business, the Company and its subsidiaries shall not make any material Tax election or settle or compromise any material income Tax liability; (ix) Except in the ordinary course of business or except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its subsidiaries (i) shall not enter into any Contracts and (ii) shall not modify, amend or terminate any material Contract or agreement to which the Company or any of its subsidiaries is, or as of the Company Effective Time will be, a party or waive, release or assign any material rights or claims thereunder; (x) Except as required by Law or previously existing contractual arrangements, in the ordinary course of business consistent with past practice or as disclosed or otherwise provided in this Agreement, the Company will not, nor will it permit any of its subsidiaries to, (a) increase the compensation of any of its employees, (b) enter into any Contract with any of its employees regarding his or her employment, compensation or benefits, or (c) adopt any plan, arrangement or policy which would become a Company Plan or amend any Company Plan to the extent such adoption or amendment would create or materially increase any material liability or obligation on the part of the Company or its subsidiaries; (xi) The Company and its subsidiaries shall not make any change to their accounting methods, principles or practices, except as may be required by GAAP or Regulation S-X promulgated by the SEC or by Law; (xii) The Company shall not, and shall not permit any of its Affiliates subsidiaries to, take create, incur, suffer to exist or assume any action that would, or that could reasonably be expected to, result in material Lien on any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing)their assets, except as set forth in Schedule 4.01 would not have a Company Material Adverse Effect or otherwise expressly permitted or required by materially impair the terms Company's conduct of this Agreementthe business and operations of the Company and its subsidiaries, each Parent Party as presently conducted; (xiii) The Company shall not, and shall not permit any of its Affiliates subsidiaries to enter into any transaction or contract with, or (except pursuant to the Affiliate Agreements) make any payment to, do any Affiliate of the following in connection with its Existing Business without the prior written consent of the other Parent Party: Company (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash the Company's subsidiaries or its or their officers or directors in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice); or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.and

Covenants Relating to Conduct of Business. (a) Conduct of Business by the Company.Except for matters set forth in Schedule 4.01 Section 6.01(a) of the Company Disclosure Letter or otherwise expressly permitted by the terms of this Agreement, from the date hereof of this Agreement to the ClosingEffective Time, each Parent Party the Company shall, and shall cause each Company Subsidiary to (i) conduct its respective Existing Business to be conducted business in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all its commercially reasonable efforts to keep preserve intact the respective businesses of such Parent Party's Existing Business, its current business organization and keep available the services of their its current officers and employees and preserve their (ii) use all commercially reasonable efforts to keep its relationships with customers, suppliers, licensors, licensees, lessors, distributors and others having business dealings with whom they deal them to the end that their respective businesses its goodwill and ongoing business shall be unimpaired at the ClosingEffective Time. Each Parent Party In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 6.01(a) of the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time the Company shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates Company Subsidiaries to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyParent, which consent shall not be unreasonably withheld or delayed: (i) with (A) declare, set aside or pay any dividends on, or make any other distributions in respect to of, any of its Contributed Subsidiariescapital stock, amend other than dividends and distributions by a wholly owned subsidiary to its Organizational Documentssecurity holders, except (B) split, combine or reclassify any of its capital stock or other Equity Interests, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other Equity Interests or (C) purchase, redeem or otherwise acquire any of its shares of capital stock or other Equity Interests, any other securities thereof or any rights, warrants or options to acquire any such shares or other securities, other than, in respect of any of the foregoing clauses (B) or (C), pursuant to the terms of Company Stock Options outstanding as is necessary of the date hereof or pursuant to consummate the Transactionsconversion of convertible debt outstanding as of the date hereof; (ii) issue, deliver, sell or grant (A) any shares of its capital stock or other than sweeping cash Equity Interests, (B) any Voting Debt or other voting securities, (C) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares, Voting Debt, voting securities or convertible or exchangeable securities, (D) any "phantom" stock, "phantom" stock rights, stock appreciation rights or stock-based performance units or (E) any options, warrants, rights, securities, units, commitments, Contracts, arrangements or undertakings of any kind that give any person the right to receive any economic benefits and rights accruing to holders of its or any Company Subsidiaries' capital stock, other than, in respect of any of the foregoing, pursuant to the terms of Company Stock Options outstanding as of the date hereof or pursuant to the conversion of convertible debt outstanding as of the date hereof; (iii) amend or otherwise change the Company Charter, the Company By-laws or the certificate or articles of incorporation, by-laws or other comparable charter or organizational documents of any Company Subsidiary; (iv) acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any Equity Interest in or business of any person or (B) any material assets, except for purchases of inventory in the ordinary course of business consistent with past practice; (v) (A) grant to any current or former director, officer, independent contractor or employee (each a "Participant") any loan or increase in compensation, benefits, perquisites or any bonus or award, or pay any bonus to any such person, except to the extent required under employment agreements in effect as of the date hereof or in the ordinary course of business consistent with past practice, (B) grant to any Participant any increase in severance, change in control or termination pay or benefits, except to the extent required under any agreement in effect as of the date hereof, (C) enter into any employment, loan, retention, consulting, indemnification, termination or similar agreement with any Participant, except in the ordinary course of business consistent with past practice, (D) enter into any change of control, severance or similar agreement with any Participant, (E) take any action to fund or in any other way secure the payment of compensation or benefits under any benefit plan, except in the ordinary course of business consistent with past practice, (F) establish, adopt, enter into, terminate or amend any collective bargaining agreement or benefit plan, except in the ordinary course of business consistent with past practice, (G) amend, waive or otherwise modify any of the terms of any Company Stock Option or stock option plan or (H) take any action to accelerate any rights or benefits or make any declaration material determinations, under any collective bargaining agreement or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiarybenefit plan; (iiivi) with respect to make any change in accounting methods, principles or practices materially affecting its reported consolidated assets, liabilities or results of its Contributed Subsidiariesoperations, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) other than as may have been required by a change in GAAP or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stockGovernmental Entity; (ivvii) sell, lease, license, transfer, pledge or otherwise dispose of or subject to any Lien any properties or assets that have a fair value, individually, in excess of $100,000 or, in the aggregate, in excess of $1,000,000; (A) other than debt incurrence pursuant to any credit facility or line of credit existing prior to the date hereof or any refinancing thereof not to exceed the amount borrowable thereunder, incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permitof another person, allow issue or suffer sell any Contributed Assets debt securities or warrants or other rights to become subjected to acquire any Lien debt securities, guarantee any debt securities of any nature whatsoeveranother person, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold short-term borrowings incurred in the ordinary course of business consistent with past practice, or (B) make any loans, advances or capital contributions to, or investments in, any other person (other than to or in any direct or indirect wholly owned subsidiary), individually, in excess of $100,000 or, in the aggregate, in excess of $1,000,000; (ix) make or agree to make any new capital expenditure or expenditures other than capital expenditures for emergency repairs necessary to avoid significant disruption to its business consistent with past practices; (x) make any material Tax election or settle or compromise any material Tax Liability or refund, other than tax elections required by Law; (xi) except in the ordinary course of business consistent with past practice, (A) cancel any indebtedness owed to it or waive any of its claims or rights of substantial value or (B) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill, non-competition, exclusivity or similar agreement to which it or any of its subsidiaries is a party; (xii) enter into any Contract otherwise addressed in this Section 6.01(a) having a duration of more than one year and total payment obligations of in excess of $1,000,000 (other than Contracts terminable within one year or the renewal, on substantially similar terms, of any Contract existing on the date hereof); (xiii) except in the ordinary course of business consistent with past practice, cancel, terminate or adversely modify or amend any Material Agreement, or waive, release, assign, settle or compromise any material rights or Claims, or any material litigation or arbitration; or (xiixiv) authorize any of, or commit or agree to take, whether in writing or otherwise, to do take any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Conduct of Business by i-Cube. (a) Except for matters as set forth in Schedule Section 4.01 or of the i-Cube Disclosure Schedule, as otherwise expressly permitted contemplated by this Agreement or as consented to by Razorfish, such consent not to be unreasonably withheld or delayed, during the terms of this Agreement, period from the date hereof of this Agreement to the ClosingEffective Time, each Parent Party i-Cube shall, and shall cause its subsidiaries to, carry on their respective Existing Business to be conducted businesses in the usual, regular and ordinary course consistent with past practice and in substantially compliance in all material respects with all applicable laws and regulations and, to the same manner as previously conducted (including with respect to advertisingextent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businesstheir current business organizations, use reasonable efforts to keep available the services of their current officers and other key employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others those persons having business dealings with whom they deal them to the end that their respective goodwill and ongoing businesses shall be unimpaired at the ClosingEffective Time. Each Parent Party Without limiting the generality of the foregoing (but subject to the above exceptions), during the period from the date of this Agreement to the Effective Time, i-Cube shall not, and shall not permit any of its Affiliates subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party: (i) with other than dividends and distributions (including liquidating distributions) by a direct or indirect wholly owned subsidiary of i-Cube to its parent, (x) declare, set aside or pay any dividends on, or make any other distributions in respect to of, any of its Contributed Subsidiariescapital stock, amend (y) split, combine or reclassify any of its Organizational Documentscapital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except for issuances of i- Cube Common Stock pursuant to the exercise of i-Cube Stock Options or i- Cube convertible debt outstanding as is necessary of the date hereof in accordance with their present terms or (z) purchase, redeem or otherwise acquire any shares of capital stock of i-Cube or any of its subsidiaries or any other securities thereof or any rights, warrants or options to consummate acquire any such shares or other securities, except for purchases of capital stock or other securities of i-Cube or its subsidiaries (or any rights, warrants or options to acquires such shares or securities) by i-Cube from those of its directors or employees terminated after the Transactions;date hereof and prior to the Closing Date; provided that such purchases shall in no event exceed $1,500,000 in the aggregate. (ii) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than sweeping cash (x) the issuance of i-Cube Stock Options granted consistent with past practice to new or promoted employees (other than executive officers) of i-Cube representing in the aggregate not more than 350,000 shares of i-Cube Common Stock (provided that the vesting of such i-Cube Stock Options shall not be accelerated as a result of the Merger) or (y) the issuance of i-Cube Common Stock upon the exercise of i-Cube Stock Options outstanding as of the date hereof in accordance with their present terms, or upon the exercise of the i-Cube Stock Options referred to in clause (x) in accordance with their terms; (iii) amend i-Cube's certificate of incorporation, by-laws or other comparable organizational documents; (iv) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of, or by any other manner, any business or any person, other than purchases of or supplies in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iiiv) with respect sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its Contributed Subsidiariesproperties or assets (including securitizations), redeem other than sales or otherwise acquire any shares licenses of its capital stock finished goods or issue any capital stock (except upon services in the exercise ordinary course of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stockbusiness consistent with past practice; (ivvi) (x) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of i-Cube or any of its Existing Business; (v) permitsubsidiaries, allow guarantee any debt securities of another person, enter into any "keep well" or suffer other agreement to maintain any Contributed Assets to become subjected to financial statement condition of another person or enter into any Lien arrangement having the economic effect of any nature whatsoeverof the foregoing, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries short-term borrowings incurred in the ordinary course of business (or transactions in the ordinary course, to refund existing or maturing indebtedness) consistent with past practice and not material in amountexcept for intercompany indebtedness between i-Cube and any of its subsidiaries or between such subsidiaries, payor (y) make any loans, loan advances or advance any amount capital contributions to, or sellinvestments in, transfer any other person other than expense reimbursement in the ordinary course of business; (vii) make or lease agree to make any of its assets tonew capital expenditure or expenditures, or enter into any agreement or arrangement with any agreements providing for payments which, individually, are in excess of its Affiliates$100,000 or, in the aggregate, are in excess of $600,000; (viii) make any change tax election that, individually or in the aggregate, is reasonably likely to have an adverse effect on the tax liability of i-Cube or settle or compromise any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principlesincome tax liability; (ix) make pay, discharge, settle or satisfy any change in the methods material claims, liabilities, obligations or timing of collecting receivables litigation (absolute, accrued, asserted or paying payables with respect to its Existing Business; (x) unasserted, contingent or otherwise), other than in the ordinary course of businesspayment, make discharge, settlement or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sellsatisfaction, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practicepractice or in accordance with their terms, of liabilities recognized or disclosed in the most recent consolidated financial statements (or the notes thereto) of i-Cube included in the i-Cube Filed SEC Documents or incurred since the date of such financial statements, or waive the benefits of, or agree to modify in any manner, any standstill or similar agreement to which i-Cube or any of its subsidiaries is a party; (x) except as required by law or contemplated hereby and except for labor agreements negotiated in the ordinary course, enter into, adopt or amend in any material respect or terminate any i-Cube Benefit Plan or any other agreement, plan or policy involving i-Cube or its subsidiaries, and one or more of its directors, officers or employees, or materially change any actuarial or other assumption used to calculate funding obligations with respect to any pension plan, or change the manner in which contributions to any pension plan are made or the basis on which such contributions are determined; (xi) except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not materially increase benefits or compensation expenses of i-Cube or its subsidiaries, or as contemplated hereby or by the terms of any employment agreement in existence on the date hereof, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person; (xii) transfer or license to any person or entity or otherwise extend, amend or modify any rights to the Intellectual Property Rights of i-Cube and its subsidiaries other than in the ordinary course of business consistent with past practices or on a non-exclusive basis not materially different from past practices; (xiii) enter into or amend in any material respect any material agreement or any agreements pursuant to which any person is granted exclusive marketing, manufacturing or other rights with respect to any i-Cube service, process or technology; (xiv) take any action that would cause the representations and warranties set forth in Section 3.01(g) to no longer be true and correct; or (xiixv) authorize any ofauthorize, or commit or agree to take, whether in writing or otherwise, to do any of, of the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Section 4.1. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Except for matters as set forth in Schedule 4.01 or otherwise Section 4.1 of the Company Letter, as expressly permitted by the terms clauses (i) through (xviii) of this Section 4.1 or as otherwise expressly contemplated by this Agreement, during the period from the date hereof of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the Closingextent consistent therewith, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable best efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businessits current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with whom they deal it to the end that their respective businesses its goodwill and ongoing business shall be unimpaired at the ClosingEffective Time. Each Parent Party Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Affiliates Subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyParent: (i1) with (A) other than dividends paid by wholly-owned Subsidiaries, declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect to of, any of its Contributed Subsidiariescapital stock, amend or otherwise make any payments to its Organizational Documentsstockholders in their capacity as such, except as is necessary to consummate the Transactions; (iiB) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment case of any dividend Subsidiary, split, combine or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to reclassify any of its Contributed Subsidiariescapital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon of the exercise of outstanding options) Company or any option, warrant or right relating thereto other securities thereof or any securities convertible into rights, warrants or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee options to acquire any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming shares or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.securities;

Covenants Relating to Conduct of Business. (a) Except for matters (1) set forth in Schedule 4.01 Section 6.01 of the Disclosure Schedule, (2) agreed to in writing by the Purchaser or (3) otherwise expressly contemplated or expressly permitted by the terms of this Agreement, from the date hereof to of this Agreement through the Initial Closing, each Parent Party the Seller shall cause the Company and its Subsidiaries to conduct their respective Existing Business to be conducted businesses in all material respects in the usual, regular and ordinary course in substantially a manner consistent with past practice and, to the same manner as previously conducted (including with respect to advertisingextent consistent therewith, promotions, capital expenditures and inventory levels) and use all commercially reasonable efforts to keep intact the their respective businesses of such Parent Party's Existing Businessbusinesses, keep available the services of their current employees and preserve their business relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfieddeal. In addition (addition, and without limiting the generality of the foregoing), except as set forth in Section 6.01 of the Disclosure Schedule 4.01 or otherwise expressly contemplated or expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and the Seller shall not permit any of the Company and its Affiliates to, Subsidiaries to do any of the following in connection with its Existing Business prior to the Initial Closing without the prior written consent of the other Parent PartyPurchaser: (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documentsorganizational or governance documents, except as is necessary to consummate the Transactionsincluding its certificate of incorporation or formation, its bylaws or its limited liability company agreement; (ii) declare or pay any dividend or make any other distribution to holders of its Equity Interests, other than sweeping (A) dividends or other distributions paid or payable to the Company or one of its wholly owned Subsidiaries and (B) cash dividends or other cash distributions paid by the Company to the holders of its Equity Interests (subject to the requirement that the Company hold at least $2,000,000 in Closing Date Cash); (iii) split, combine or reclassify any of its Equity Interests, or issue any other security in respect of, in lieu of or in substitution for its Equity Interests; (iv) redeem or otherwise acquire any Equity Interests of, or any other securities of, the Company or any of its Subsidiaries; (v) issue (A) any Equity Interests of, or any other securities of, the Company or any of its Subsidiaries, (B) any option or warrant for, or any security convertible into, or exercisable or exchangeable for, any Equity Interests of, or any other security of, the Company or any of its Subsidiaries, (C) “phantom” stock rights, stock appreciation rights, stock-based performance units or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound (1) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, Equity Interests of the Company or any of its Subsidiaries or any other security convertible into, or exercisable or exchangeable for, any Equity Interests of the Company or any of its Subsidiaries, or any Voting Company Debt, (2) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, security, right, unit or Contract or (3) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Equity Interests of the Company or any of its Subsidiaries or (D) any Voting Company Debt; (vi) form a Subsidiary; (vii) loan, advance, extend credit to, invest or make a capital contribution of any amount in any other Person (other than (A) to the Company or a wholly owned Subsidiary of the Company or (B) for extensions of credit made in the ordinary course of business consistent with past practice that constitute accounts receivable under GAAP); (viii) incur or assume any Indebtedness or Guarantee any Indebtedness of another Person, other than (A) short-term Indebtedness incurred in the ordinary course of business consistent with past practice that will be repaid in full prior to the Initial Closing Date, (B) Currency Agreements entered into for the purpose of hedging against changes in foreign currency exchange rates and entered into in the ordinary course of business consistent with past practice, make any declaration or payment and (C) letters of any dividend or any other distribution credit issued to landlords in respect the ordinary course of its equity interest in any Contributed Subsidiarybusiness consistent with past practice pursuant to real property leases; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (vix) permit, allow or suffer any Contributed Assets of the Equity Interests of any Subsidiary of the Company to become subjected subject to any Lien of any nature whatsoever, except Permitted Liensa Lien; (vix) cancel (A) acquire by merging or consolidating with, or by purchasing all of or a substantial portion of the assets of, or by purchasing all of or a substantial portion of the Equity Interests of, or by any material indebtedness other manner, any business or any corporation, partnership, limited liability company, joint venture association or other business organization or division thereof; or (individually or in the aggregateB) or waive otherwise acquire any claims or rights of substantial value relating to its Existing Business; assets, other than (vii1) except for intercompany loans among Contributed Subsidiaries current assets acquired in the ordinary course of business or transactions in the ordinary course, and consistent with past practice and (2) assets acquired in compliance with clause (xi) below; (xi) (A) incur any capital expenditure to the extent not provided for in the capital expenditures budget included in Section 6.01(a)(xi) of the Disclosure Schedule, other than capital expenditures which, in the aggregate, are less than $250,000; or fail in any material respect to incur the capital expenditures provided for in amountthe capital expenditures budget included in Section 6.01(a)(xi) of the Disclosure Schedule; (xii) sell, paylease, loan license or advance otherwise dispose of any of its assets, except (A) for inventory or obsolete or excess equipment sold or disposed of in the ordinary course of business consistent with past practice, (B) other sales or dispositions that, in the aggregate since the date of this Agreement, relate to assets with a fair market value of less than $25,000, and (C) licenses of Intellectual Property to retail stores or contract manufacturers entered into the ordinary course of business consistent with past practice; (xiii) pay any amount to, or sell, transfer or lease any of its assets to, any holder of Equity Interests of the Seller or the Company, or any of such holder’s Affiliates, or any of such holder’s or such Affiliates’ Associates (other than the Company and its Subsidiaries), other than for dividends or distributions permitted by clause (ii) above; (xiv) pay, discharge, settle or satisfy any material liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction of (A) liabilities or obligations as required by the terms of a Judgment or applicable Law, (B) liabilities or obligations constituting Indebtedness and (C) liabilities or obligations reflected or reserved against on the Balance Sheet, or incurred since the date thereof in the ordinary course of business consistent with past practice; (xv) waive, discharge, settle, release, grant or transfer any claim or right of material value to the business of the Company or any of its Subsidiaries; (xvi) commence any litigation, other than (A) litigation in connection with the collection of accounts receivable or infringements of the Company’s merchandise designs and initiated in the ordinary course of business consistent with past practice or (B) litigation in response to Proceedings commenced against the Company or any of its Subsidiaries; (xvii) engage in (A) any trade loading practices or any other promotional sales or discount activity with its customers or distributors with the effect of accelerating to pre-Initial Closing periods sales to the trade or otherwise that would otherwise be expected (based on past practice) to occur in post-Initial Closing periods, (B) any practice which would have the effect of accelerating to pre-Initial Closing periods collections of receivables that would otherwise be expected (based on past practice) to be collected in post-Initial Closing periods, (C) any practice which would have the effect of postponing to post-Initial Closing periods payments or allowances by the Company or any of its Subsidiaries or the recording of any expenses by the Company or any of its Subsidiaries that would otherwise be expected (based on past practice) to be paid or recorded in pre-Initial Closing periods, or (D) any other promotional sales, discount activity, deferred revenue activity or inventory overstocking or understocking, in each case in this clause (D), in a manner outside the ordinary course of business or inconsistent with past practice; (xviii) overstock or understock inventory or raw materials; or produce inventory in excess of, or fail to produce inventory in amounts comparable to, amounts that would be expected to be produced by the Company or such Subsidiary in the ordinary course of business consistent with past practice; (xix) (A) enter into or amend or otherwise modify in any material respect any Contract that is or would be a Company Contract; or (B) except to the extent permitted by clause (xii) above, enter into or amend or otherwise modify in any material respect any IP and Technology License; (xx) (A) enter into any Contract under which the Company or any of its Subsidiaries is the lessee of real property or (B) amend, otherwise modify or terminate a lease of Leased Property other than in the ordinary course of business and consistent with past practice; (xxi) except as required to comply with applicable Law or to comply with any Benefit Plan (in the case of any such Benefit Plan, in effect as of the date of this Agreement), (A) establish, adopt, enter into, terminate or amend, or take any action to accelerate the vesting or payment of, any compensation or benefits under, any collective bargaining agreement, Benefit Plan (or any award thereunder), (B) increase the compensation of, or pay any discretionary bonus of any kind or amount whatsoever to, any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice, (C) grant or pay any benefit to any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, (D) grant or pay any change in control, retention, severance or termination compensation or benefits, (E) take any action to fund or in any other way secure the payment of compensation or benefits under any Benefit Plan, (F) change any actuarial or other assumption used to calculate funding obligations with respect to any Benefit Plan or (G) change the manner in which contributions to any Benefit Plan are made or the basis on which such contributions are determined; (xxii) hire any new employee or consultant, or enter into any agreement Benefit Plan with any such new employee or arrangement with consultant, in each case whose annual base salary or consulting fees are equal to or in excess of $150,000; (xxiii) change its fiscal year, revalue any of its Affiliates; (viii) material assets or, except as required by GAAP, make any change in any method of financial accounting or financial accounting practice or policy (including procedures with respect to the payment of its Existing Business other than those required by generally accepted accounting principlesaccounts payable and collection of accounts receivable); (ixxxiv) make make, revoke or change any change material Tax election or surrender any right to claim a material Tax refund, offset or other reduction in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing BusinessTax liability, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xiixxv) authorize any of, or commit or agree to take, whether in writing or otherwise, to do take any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters set forth in Section 6.01 of the Company Disclosure Schedule 4.01 or matters otherwise expressly permitted or required by the terms of this AgreementAgreement (including any actions taken in accordance with the procedures set forth in Section 3.07) or except as required by Applicable Law, from the date hereof of this Agreement to the ClosingEffective Time, each Parent Party the Company shall, and shall cause its each Company Subsidiary to, conduct their respective Existing Business to be conducted businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted (including of business consistent with respect to advertisingpast practice, promotions, capital expenditures and inventory levels) and use all reasonable best efforts to keep intact the their respective businesses of such Parent Party's Existing Businessbusinesses, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfieddeal. In addition (and without limiting the generality of the foregoing), except as set forth in Section 6.01 of the Company Disclosure Schedule 4.01 or otherwise expressly permitted or required by the terms of this AgreementAgreement (including any actions taken in accordance with the procedures set forth in Section 3.07) or except as required by Applicable Law, each Parent Party the Company shall not, and shall not permit any of its Affiliates Company Subsidiary to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:(which consent shall not be unreasonably withheld, delayed or conditioned): (ia) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactionsamended and restated certificate of incorporation or amended and restated bylaws or similar governing instruments; (iib) other than sweeping cash in the ordinary course of business consistent with past practiceissue, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiariespurchase, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stockstock or other Equity Based Security, except (i) upon the exercise of outstanding Company Stock Options or the settlement of Company Performance RSUs and Company RSUs in accordance with the terms thereof, (ii) forfeitures of any Company Stock Options, Company Restricted Shares, Company Performance RSUs or Company RSUs, (iii) as required pursuant to any Company Benefit Plan disclosed on Section 4.13(a) of the Company Disclosure Schedule or (iv) in connection with any net share settlement or Tax withholding permitted under any Company Benefit Plan or Company Benefit Agreement disclosed on Section 4.13(a) of the Company Disclosure Schedule; (ivc) incur declare, establish a record date for, authorize, set aside or assume pay any indebtedness for borrowed money dividends on or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables distribution with respect to its Existing Businessoutstanding shares of capital stock or other equity interests (whether in cash, assets, stock or other securities of the Company or Company Subsidiaries), other than a dividend or distribution by a Company Subsidiary to another Company Subsidiary or to the Company except as restricted by Section 6.01(l); (xd) split, combine or reclassify any of its capital stock or other than equity interests or issue or authorize or propose the issuance of any other securities in the ordinary course respect of, in lieu of business, make or incur any in substitution of shares of its capital expenditure in connection with its Existing Business that is not currently approved in writing stock or budgetedother equity interests; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (ie) adopt or amend in any USAi respect that would materially increase the costs to the Company or any Company Subsidiary of any Company Benefit Arrangement Plan or Company Benefit Agreement (or any plan or arrangement that would be an USAi a Company Benefit Arrangement Plan or Company Benefit Agreement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each casecase (i) as required by any Company Benefit Plan or Company Benefit Agreement disclosed on Section 4.13(a) of the Company Disclosure Schedule or (ii) as the Company reasonably determines to be required to prevent an inclusion of income or penalties under Section 409A of the Code so long as such amendment does not materially increase the costs to the Company or any Company Subsidiary; provided that the foregoing shall not restrict the Company or any Company Subsidiary from entering into or making available to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case in the ordinary course of business business, plans, agreements, benefits and compensation arrangements that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (f) grant to any director or executive officer or any employee whose total annual compensation is expected to exceed $175,000 any increase in compensation or benefits, except as may be required under any Company Benefit Plan or Company Benefit Agreement disclosed on Section 4.13(a) of the Company Disclosure Schedule and except for any increases for which the stockholders of the Company shall be solely obligated (so long as such increase does not result in any loss of a tax deduction to the Company as a result of Section 280G of the Code); (g) increase the funding obligation or contribution rate of any Company Benefit Plan or Company Benefit Agreement other than in the ordinary course consistent with past practice or as required by Applicable Law; orLaw or the terms of any Company Benefit Plan or Company Benefit Agreement disclosed on Section 4.13(a) of the Company Disclosure Schedule; (h) incur or assume, guarantee, or become obligated with respect to any liabilities, obligations or Indebtedness, or assume, guarantee or endorse or otherwise become responsible for, whether directly, contingently or otherwise, any such liabilities, obligations or Indebtedness of any Person (other than the Company or the Company Subsidiaries); (i) permit, allow or suffer any of its assets to become subjected to any Lien (other than Permitted Liens) of any nature whatsoever that would have been required to be set forth in Section 4.07 or 4.08 of the Company Disclosure Schedule if existing on the date of this Agreement, other than as required by the Credit Agreement; (j) cancel any Indebtedness owed to the Company or any of the Company Subsidiaries that is material individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole, or waive any claims or rights of substantial value other than in the ordinary course of business; (k) pay, loan or advance any amount to, or sell, license, transfer or lease any of its assets, rights or properties to, or enter into any agreement or arrangement with, the stockholders or any of their Affiliates, except for (i) transactions among the Company and the Company Subsidiaries, (ii) intercompany transactions in the ordinary course of business, (iii) payments, loans or advances made pursuant to existing agreements and (iv) payment of expenses related to the consummation of the Merger; (i) make or change any material Tax election other than in the ordinary course of business, (ii) make any material change in accounting methods, other than as required by (A) grant GAAP (or any interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, (B) the SEC or (C) the Public Company Accounting Oversight Board, (iii) file any amended Tax Return with respect to any USAi Business Employee material Tax other than in the ordinary course of business, (iv) enter into any increase closing agreement or settle any material Tax claim or assessment relating to the Company or any of the Company Subsidiaries, (v) adopt or change any accounting method with respect to Taxes other than in compensation the ordinary course of business, (vi) surrender any right to claim a refund of Taxes or benefits(vii) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment other than in the ordinary course of business, including in connection with any audit or examination or (viii) take any action with respect to the application of the “personal holding company” rules of the Code or United States Treasury Regulations to the Company and the Company Subsidiaries except grants as provided in Section 3.07; (m) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets, other than purchases of assets in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement.practice; (cn) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence sell, lease, license or otherwise dispose of any matter or event that is material to the business, of its assets, financial condition, rights or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash properties (including any sweeps thereof)Intellectual Property) having a value in excess of $2,500,000 in the aggregate, payables except (i) inventory and receivables relating to its Existing Business in each case obsolete or excess equipment or other assets sold in the ordinary course of business consistent with past practice and (ii) any such sale, lease, license or other disposition to the extent permitted under clause (k) above; (o) settle or compromise any investigation, audit, litigation, claim or Proceeding against the Company or any Company Subsidiaries other than settlements or compromises of litigation where the amount paid does not exceed $1,000,000 in the aggregate and such settlement or compromise does not impose any material restrictions on the business or operations of the Company or the Company Subsidiaries; (p) make or commit to any capital expenditures, capital additions or capital improvements (i) in excess of the amounts set forth for such expenditures on Section 6.01(p) of the Company Disclosure Schedule (which, for the avoidance of doubt, shall be made or committed to by the last day of the corresponding period set forth in Section 6.01(p) of the Company Disclosure Schedule) plus (ii) $3,000,000 in the aggregate, as such $3,000,000 may be apportioned between the periods in the Company’s sole discretion; (q) enter into any lease of real property, except any renewals or expansions of existing leases in the ordinary course of business consistent with past practice; (r) enter into any new line of business; (s) cancel, materially modify or terminate any Company Material Contract or enter into any Contract that would have been a Company Material Contract had it been entered into prior to the date hereof; or (t) authorize any of, or commit or agree to take, whether in writing or otherwise, any of, the foregoing actions.

Covenants Relating to Conduct of Business. SECTION 4.1 Conduct of Business by the Company. Except (ai) Except for matters as set forth in Schedule 4.01 or Section 4.1 of the Company Disclosure Schedule, (ii) as otherwise expressly permitted contemplated by the terms of this Agreement, (iii) as consented to by Parent in writing (which consent shall not be unreasonably withheld or delayed), or (iv) as required by applicable law or regulation, during the period from the date hereof to of this Agreement and continuing until the Closingearlier of the termination of this Agreement and the Effective Time, each Parent Party the Company shall, and shall cause its Subsidiaries to, carry on their respective Existing Business to be conducted businesses in the usual, regular and ordinary course consistent with past practice and in substantially the same manner as previously conducted (including compliance in all material respects with respect to advertisingall applicable laws and regulations, promotionspay their respective debts and Taxes when due, capital expenditures and inventory levels) and pay or perform their other respective obligations when due, and, use all commercially reasonable efforts consistent with the other terms of this Agreement to keep preserve intact their current business organizations, use all commercially reasonable efforts consistent with the respective businesses other terms of such Parent Party's Existing Business, this Agreement to keep available the services of their current officers and employees and preserve their relationships with customersthose Persons having business dealings with them, suppliersall with the goal of preserving unimpaired in all material respects their goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, licensorssenior officers of Parent and the Company shall meet on a reasonably regular basis to review the financial and operational affairs of the Company and its Subsidiaries, licenseesin accordance with applicable law, distributors and others the Company shall give due consideration to Parent's input on such matters, consistent with whom they deal Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, Parent shall in no event be permitted to exercise control of the Company prior to the end that their respective businesses shall be unimpaired at Effective Time. Except as (i) expressly contemplated by this Agreement, (ii) as disclosed in Section 4.1 of the Closing. Each Company Disclosure Schedule, (iii) as consented to by Parent Party in writing or (iv) required by applicable law or regulation, after the date hereof the Company shall not, and shall not permit any of its Affiliates Subsidiaries to: (i) other than dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent, take (x) declare, set aside or pay any action that woulddividends on, make any other distributions in respect of, or that could reasonably be expected toenter into any agreement with respect to the voting of, result in any of its capital stock (except for regular quarterly cash dividends not to exceed $0.20 per share on the conditions Company Common Stock and regular cash dividends on the REIT Preferred Stock of the Company REIT in the amounts and at the times set forth in Article V not being satisfied. In addition (and without limiting the generality Section 3.1(g)(iii) of the foregoingCompany Disclosure Schedule and otherwise in accordance with the terms thereof, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, except upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms, or (z) purchase, redeem or otherwise acquire any shares of capital stock or other securities of the Company or any of its Subsidiaries, or any rights, warrants or options to acquire any such shares or other securities (other than the issuance of Company Common Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms); (ii) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien (other than Company Permitted Liens) any shares of its capital stock, any other voting securities, including any restricted shares of Company Common Stock, or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, including any Company Stock Options (other than the issuance of Company Common Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms); (iii) amend its certificate of incorporation, by-laws or other comparable organizational documents; (iv) (A) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or any equity securities of, or by any other manner, any business or any Person, or otherwise acquire or agree to acquire any assets except in the ordinary course of business or (B) open, close, sell or acquire any branches; (v) sell, lease, license, mortgage or otherwise encumber or subject to any Lien (other than Company Permitted Liens), or otherwise dispose of any of its properties or assets other than securitizations and other transactions in the ordinary course of business and consistent with past practices or create any security interest in such assets or properties (other than Company Permitted Liens); (vi) except for borrowings having a maturity of not more than 30 days under existing credit facilities (or renewals, extensions or replacements therefor that do not provide for any termination fees or penalties, prohibit pre-payments or require any pre-payment penalties, or contain any like provisions limiting or otherwise affecting the ability of the Company or its applicable Subsidiaries or successors from terminating or pre-paying such facilities, or contain financial terms less advantageous than existing credit facilities, such existing credit facilities, and as they may be so renewed, extended or replaced, "Credit Facilities") that are incurred in the ordinary course of business consistent with past practice and with respect to which the Company consults with Parent on a basis not less frequently than bi-weekly, or for borrowings under Credit Facilities or other lines of credit or refinancing of indebtedness outstanding on the date hereof not to exceed $5,000,000, and except for the incurring of deposit liabilities in the ordinary course of business, incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for the obligations of any Person (other than the Company or any wholly owned Subsidiary thereof), or, other than in the ordinary course of business, make any loans, advances or capital contributions to, or investments in, any Person other than its wholly owned Subsidiaries and as a result of ordinary advances and reimbursements to employees and endorsements of banking instruments; (vii) change in any material respect its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or residual method, practice or policy, in each case, in effect on the date hereof, except as required by changes in GAAP or regulatory accounting principles, or change any of its methods of reporting income and deductions for Federal income tax purposes from those employed in the preparation of the Federal income tax returns of the Company for the taxable year ending December 31, 2002, except as required by changes in law or regulation; (viii) change in any material respects its investment or risk management or other similar policies of the Company or any of its Subsidiaries; (ix) make, change or revoke any Tax election, file any amended Tax Return, enter into any closing agreement, settle or compromise any liability with respect to Taxes, agree to any adjustment of any Tax attribute, file any claim for a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (x) create, renew or amend, or take any other action that may result in the creation, renewal, or amendment, of any agreement or contract or other binding obligation of the Company or its Subsidiaries containing (A) any restriction on the ability of the Company and its Subsidiaries, taken as a whole, to conduct its business as it is presently being conducted or (B) any restriction on the Company or its Subsidiaries engaging in any type or activity or business; (A) except as set forth in Schedule 4.01 Section 4.1(xi) of the Company Disclosure Schedule, incur any capital expenditures in excess of $10,000 individually or otherwise expressly permitted $50,000 in the aggregate, (B) enter into any agreement obligating the Company to spend more than $10,000 individually or $50,000 in the aggregate, or (C) enter into any agreement, contract, lease or other arrangement of the type described in Section 3.1(f) or Section 3.1(y) of this Agreement except for any such agreements, contracts, leases or other arrangements (w) of the type described in Section 3.1(f)(i) to the extent not prohibited under Section 4.1(vi) and to the extent not pursuant to any agreement containing provisions that restrict, or may restrict, the conduct of the business of the issuer thereof as currently conducted in a manner more adverse to the Company than the current Credit Facilities, (x) of the type described in Section 3.1(f)(ii) to the extent not prohibited by Section 4.1(xi)(A) or (B), (y) of the type described in Section 3.1(f)(xii) or (xiv) and that is terminable on not less than 30 days notice without penalty, but only following prior consultation with Parent, or (z) of the type described in Section 3.1(f)(xiii) to the extent required by the expiration of the term of an existing lease unless reasonably objected to by Parent; (xii) terminate, amend or otherwise modify, except in the ordinary course of business, or knowingly violate the terms of this Agreementof, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent Company Material Contracts, any of the leases for the Leased Properties or the Third Party Leases or any other Parent Party: (i) binding obligations material to the Company and its Subsidiaries, taken as a whole, and except for terminations, amendments or other modifications that would not result in the incurrence of additional costs or expenses, or in the loss of revenue, in excess of $50,000 on an annual basis in the aggregate, and are not made with respect to any of its Contributed Subsidiariesthe Company Material Contracts described in Section 3.1(f)(iii), amend its Organizational Documents(vi), except as is necessary to consummate the Transactions(vii), (ix), (x), (xi) or (xv) (B); (iixiii) except as required by agreements or instruments in effect on the date hereof, alter in any material respect, or enter into any commitment to alter in any material respect, any interest material to the Company and its Subsidiaries, taken as a whole, in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any equity or ownership interest on the date hereof (other than sweeping cash any interest arising from any foreclosure, settlement in lieu of foreclosure or troubled loan or debt restructuring in the ordinary course of business consistent with past practice); (xiv) Except for payments described in Section 4.1 of the Company Disclosure Schedule (A) grant to any current or former director, Executive Officer or Key Employee of the Company or its Subsidiaries any increase in compensation, bonus or other benefits, except for salary, wage, bonus or benefit increases (x) as required from time to time by governmental legislation affecting wages, and (y) as required by the terms existing prior to the date hereof of plans or arrangements described in Section 3.1(k) the Company Disclosure Schedule, (B) grant to any such current or former director, or Executive Officer or Key Employee, any increase in severance or termination pay, (C) enter into, or amend, or take any action to clarify any provision of, any Plan or any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, or Executive Officer or Key Employee, except as required by applicable law, (D) modify any Company Stock Option or (E) without first consulting with Parent, make any declaration or payment of discretionary contributions to any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiarypension plan; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (viixv) except pursuant to agreements or arrangements in effect on the date hereof and disclosed in writing and provided or made available to Parent and except for intercompany loans among Contributed Subsidiaries in the ordinary course of business compensation for service as an officer, employee or transactions in the ordinary course, director consistent with past practice and not material in amountpractice, pay, loan or advance any amount to, or sell, transfer or lease any of its properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with with, any of its Affiliates; (viii) make officers or directors or any change in any method of financial accounting affiliate or financial accounting practice the immediate family members or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose associates of any of the assets of its Existing Business, except inventory, programming officers or directors other goods or services sold than compensation in the ordinary course of business consistent with past practice; (xvi) agree or consent to any material agreement or material modifications of existing agreements with any Governmental Entity in respect of the operations of its business, except (i) as required by law or (ii) to effect the consummation of the transactions contemplated hereby; (xvii) pay, discharge, settle or compromise any claim, action, litigation, arbitration or proceeding, other than any such payment, discharge, settlement or compromise in the ordinary course of business consistent with past practice that involves solely money damages in an amount not in excess of $50,000 individually or $100,000 in the aggregate, and that does not create precedent for other pending or potential claims, actions, litigation, arbitration or proceedings; (xviii) issue any broadly distributed communication of a general nature to Employees (including general communications relating to benefits and compensation) or customers without the prior approval of Parent (which will not be unreasonably delayed or withheld), except for communications in the ordinary course of business that do not relate to the Merger or other transactions contemplated hereby; (xix) create, renew, amend or permit to expire, lapse or terminate or knowingly take any action reasonably likely to result in the creation, renewal, amendment, expiration, lapse or termination of any insurance policies referred to in Section 3.1(o) material to the Company and its Subsidiaries, taken as a whole, except that the Company shall be permitted to take any such action without Parent's consent in the event that Parent shall fail to reasonably consent to such action; or (xiixx) authorize knowingly take any ofaction or knowingly fail to take any action which would result in any of the conditions of Article VI not being satisfied; or (xxi) authorize, or commit or agree to take, whether in writing or otherwise, to do any of, of the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreementhereby, from the date hereof to the Second Closing, each Parent Party the Company shall, and shall cause its the Company Subsidiaries to, conduct their respective Existing Business to be conducted businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted Ordinary Course of Business (including with respect to research and development efforts, advertising, promotions, capital expenditures and inventory levels) and and, to the extent consistent therewith, use all reasonable efforts to keep intact the their respective businesses of such Parent Party's Existing Businessbusinesses, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closingeach Closing Date. Each Parent Party The Company shall not, and shall not permit any of its Affiliates Company Subsidiary to, take any action that would, or that could would reasonably be expected to, result in any of the conditions to the purchase and sale of the Purchased Shares set forth in Article V VI or Article VI A not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreementhereof, each Parent Party until the Second Closing the Company shall not, and shall not permit any of its Affiliates Company Subsidiary to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyPurchaser: (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary certificate of incorporation or by-laws (or comparable documents) other than to consummate reflect the Transactionsauthorization of additional common stock in accordance with this Agreement; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration declare or payment of pay any dividend or make any other distribution to its stockholders, whether or not upon or in respect of any shares of its equity interest in any Contributed Subsidiarycapital stock; provided, however, that dividends and distributions may continue to be made by the Company Subsidiaries to the Company or to other wholly-owned Company Subsidiaries; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or other equity interests or any Rights or other securities or authorize, issue or sell any capital stock (except upon the exercise of outstanding options) or other equity interests or any option, warrant Rights or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stockother securities; (iv) adopt or amend any Company Benefit Plan (or any plan that would be a Company Benefit Plan if adopted) or enter into, adopt, extend (beyond the Second Closing Date), renew or amend any collective bargaining agreement or other Contract with any labor organization, union or association, except in each case as required by Applicable Law; (v) grant to any executive officer or employee any increase in compensation or benefits, except as may be required under existing written Contracts set forth on Schedule 3.12(a); (vi) incur or assume any indebtedness for borrowed money Indebtedness or guarantee any such indebtedness Indebtedness, other than in connection with its Existing the Ordinary Course of Business; provided, however, that in no event shall the Company or any Company Subsidiary incur or assume any long-term Indebtedness for borrowed money in excess of $50,000 individually or $100,000 in the aggregate; (vvii) permit, allow or suffer any Contributed Assets of its assets to become subjected to any Lien of any nature whatsoever, except Permitted Lienswhatsoever that would have been required to be set forth in Schedule 3.07 or 3.08(a) if existing on the date hereof; (viviii) enter into any Contract that would have been required to be set forth in Schedule 3.12(a) if it were in effect on the date hereof, or modify, amend, terminate or grant any Consent or waiver under any Contract that is set forth or required to be set forth in Schedule 3.12(a) or that would have been required to be set forth in Schedule 3.12(a) if it were in effect on the date hereof; (ix) cancel any material indebtedness (Indebtedness in excess of $10,000 individually or $50,000 in the aggregate) , or waive settle, compromise, discharge, waive, release or assign any claims material claim, right or rights of substantial value relating to its Existing BusinessProceeding; (viix) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any director, officer or Affiliate of its Affiliatesthe Company or any of their respective Related Persons, except for (A) transactions among the Company and the Company Subsidiaries, (B) dividends and distributions permitted under clause (ii) above and (C) intercompany transactions in the Ordinary Course of Business; (viiixi) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those as required by generally accepted accounting principleschanges in Applicable Law or GAAP that become effective after the date hereof; (ixxii) make any material change in the methods internal accounting controls or timing of collecting receivables or paying payables with respect to its Existing Businessdisclosure controls and procedures; (xxiii) make any Tax election, change any annual accounting period, adopt or change any accounting method, file any amended tax return, enter into any closing agreement, settle any tax claim or assessment relating to the Company or any Company Subsidiary, surrender any right to claim a refund of taxes, consent to any extension or waiver of the limitation period applicable to any tax claim or assessment relating to the Company or any Company Subsidiary, or take or omit to take any other action relating to the filing of any tax return or the payment of any tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent, or other action would have the effect of increasing the tax liability or decreasing any tax asset of the Company or any Company Subsidiary; (xiv) make any payment of, or in respect of, any Tax to any Person or any Taxing Authority, except to the extent such payment is in respect of a Tax that is due or payable or has been properly estimated in accordance with Applicable Law as applied in a manner consistent with past practice of the Company or Company Subsidiary; (xv) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than in the ordinary course of business, inventory) that are material; (xvi) make or incur any capital expenditure that, individually, is in connection with its Existing Business that is not currently approved excess of $100,000 or make or incur any such expenditures that, in writing or budgetedthe aggregate, are in excess of $250,000; (xixvii) sell, lease, license or otherwise dispose of any of its assets that are material, individually or in the assets of its Existing Businessaggregate, to the Company and the Company Subsidiaries, taken as a whole, except inventory, programming or other goods or services inventory sold in the ordinary course Ordinary Course of business consistent Business; (xviii) enter into any lease of real property, except any renewals of existing leases in the Ordinary Course of Business; (xix) open, relocate or close any office or other facility, or make any application for such an opening, relocation or closing; (xx) modify, amend, terminate or permit the lapse of any lease of, or reciprocal easement agreement, operating agreement or other material Contract relating to, real property (except modifications or amendments associated with past practicerenewals of existing leases in the Ordinary Course of Business; (xxi) take any action or fail to take any action such that any of the representations or warranties set forth in Article III (Representations and Warranties Relating to the Company) would not be true and correct as of the date of such action or as of the Second Closing Date; or (xiixxii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters set forth in Schedule 4.01 Exhibit C or otherwise expressly permitted by the terms of this Agreementhereby, from the date hereof to the Closing, each Parent Party the Companies shall, and shall cause its the Company Subsidiaries to, and the Skip Xxxx Entities shall, conduct their respective Existing Business to be conducted businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted Ordinary Course of Business (including with respect to advertising, advertising and promotions, capital expenditures and inventory levels) and shall use all reasonable efforts to keep intact the their respective businesses of such Parent Party's Existing Businessbusinesses, keep available the services of their current employees and independent contractors and preserve their relationships with customersBrokers, suppliers, licensors, licensees, distributors Carriers and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing; provided that the Skip Xxxx Entities shall produce all new and renewal insurance quotes through its third party capital provider (which is currently Go To Premium Finance). Each Parent Party The Companies shall not, and shall not permit any of its Affiliates Company Subsidiary to, and the Skip Xxxx Entities shall not, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Equity Interests set forth in Article V VI (Conditions Precedent) not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 Exhibit C or otherwise expressly permitted or required by the terms of this Agreementhereof, each Parent Party the Companies shall not, and shall not permit any of its Affiliates Company Subsidiary to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyPurchaser, which shall not be unreasonably conditioned, withheld or delayed: (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documentscertificate of incorporation or by-laws or, except as is necessary to consummate after the TransactionsConversion, of formation or limited liability company agreement (or comparable documents); (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration declare or payment of pay any dividend or make any other distribution to its stockholders whether or not upon or in respect of any shares of its equity interest in any Contributed Subsidiarycapital stock; provided, however, that the Companies and the Company Subsidiaries shall be permitted to make cash distributions (other than with respect to Casualty Proceeds) so long as such cash distributions are completed prior to the date the Companies provide Purchaser a calculation of Estimated Closing Cash pursuant to Section 1.04(a) (Purchase Price Adjustment); (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or other equity interests or any Convertible Securities or authorize, issue or sell any capital stock (except upon the exercise of outstanding options) or other equity interests or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stockConvertible Securities; (iv) (A) establish, adopt, enter into, amend, modify or terminate any Benefit Plan (or any plan, program, policy, agreement or arrangement that would be a Benefit Plan if in existence as of the date hereof) or (B) enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract with any labor organization, union or association, except in each case as required by Law; (v) hire any individual, or terminate the employment of any employee who is a Producer or whose annual cash compensation is expected to exceed, or previously exceeded, $100,000 per year; (vi) modify the compensation or benefits for any Producer or any member of senior management, except as may be required under existing written Contracts set forth on Schedule 3.13(a); (vii) other than as incurred in the Ordinary Course of Business and as paid in cash prior to Closing or as will be specifically accrued on or specifically reserved for in the in Estimated Working Capital, grant or provide to any employee any rights to severance or termination pay or other termination benefits; (viii) recognize any labor union or other labor organization as representative of any group of employees for purposes of collective bargaining or enter into or amend any collective bargaining agreement except as required by Law; (ix) incur or assume any indebtedness for borrowed money liabilities, obligations or Indebtedness or guarantee any such indebtedness liabilities, obligations or Indebtedness, other than in connection with its Existing Businessthe Ordinary Course of Business and the incurrence of Indebtedness not in excess of $1,000,000 in the aggregate; (vx) permit, allow or suffer any Contributed Assets of the assets of the Companies or any Company Subsidiary to become subjected to any Lien of any nature whatsoever, except (other than Permitted Liens); (vixi) cancel permit any material indebtedness Permit of the Companies or a Company Subsidiary or Company Intellectual Property of the Companies or a Company Subsidiary to lapse or expire, or abandon or allow any Registered Intellectual Property of the Companies or a Company Subsidiary to lapse or expire; (individually or xii) other than in the aggregateOrdinary Course of Business, enter into any Contract that would have been required to be set forth in Schedule 3.12(a) if it were in effect on the date hereof, or modify, renew, amend, terminate, permit a lapse or grant any Consent or waiver under any Contract that is set forth or required to be set forth in Schedule 3.12(a) or waive any claims or rights that would have been required to be set forth in Schedule 3,12(a) if it were in effect on the date hereof, other than entering into Binding Authorities and other Carrier Contracts in the Ordinary Course of substantial value relating to its Existing Business; (viixiii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business cancel any Indebtedness, or transactions in the ordinary coursesettle, consistent with past practice and not compromise, discharge, waive, release or assign any material in amountclaim, right or Proceeding; (xiv) pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with with, Sellers or any of its Affiliatestheir current or former Related Persons, except for (A) transactions among the Companies and the Company Subsidiaries and (B) dividends and distributions permitted under clause (ii) above; (viiixv) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those as required by generally accepted accounting principleschanges in Law or GAAP that become effective after the date hereof; (ixxvi) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any change election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), enter into a Tax allocation agreement, Tax Sharing Agreement, or Tax indemnity agreement (other than an agreement entered into in the methods Ordinary Course of Business the principal purpose of which is not Taxes), amend a Company Return, settle or timing otherwise compromise any claim, notice, audit report or assessment relating to Taxes, enter into any closing agreement as described in Section 7121 of collecting receivables the Code, request any ruling or paying payables similar guidance with respect to its Existing BusinessTaxes, or consent to an extension or waiver of the statutory limitation period applicable to a claim or assessment in respect of Taxes; (xxvii) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (xviii) make or commit to make any capital expenditure that, individually, is in the ordinary course excess of business, $100,000 or make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sellsuch expenditures that, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course aggregate, are in excess of business consistent with past practice$100,000; or (xiixix) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters (i) as set forth in Schedule 4.01 Section 5.2 of the Seller Disclosure Schedules, (ii) as required by applicable Law, (iii) as otherwise required or otherwise expressly permitted contemplated by the terms of this Agreement, including Section 5.13, or (iv) for actions required or contemplated by the Pre-Closing Reorganization Transaction Steps Schedule or the Pre-Closing Reorganization Transactions, from the date hereof of this Agreement to the Closing, each Parent Party and except as Purchaser may otherwise consent to in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall (and shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levelsTransferred Entities to) and use all commercially reasonable efforts to keep (w) conduct the Business in all material respects in the ordinary course of business and in compliance with applicable Laws, (x) preserve intact the respective businesses of such Parent Party's Existing Business, keep available Business and the services of their current employees Purchased Assets (including the reputation and goodwill associated therewith) and preserve their the relationships of the Business with customers, suppliers, licensors, licensees, distributors distributors, agents and others contractors; (y) maintain accurate books and records of the Business consistent with whom they deal past practice; and (z) make all filings related to the end that their respective businesses shall Business Permits required to be unimpaired at filed in connection with the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any operation of the conditions set forth in Article V not being satisfied. In addition Business. (and without limiting the generality of the foregoing), except b) Except (i) as set forth in Schedule 4.01 Section 5.2 of the Seller Disclosure Schedules, (ii) as required by applicable Law, (iii) as otherwise required or otherwise expressly permitted or required contemplated by the terms of this Agreement, each Parent Party including Section 5.13, or (iv) actions required or expressly contemplated by the Pre-Closing Reorganization Transaction Steps Schedule or the Pre-Closing Reorganization Transactions, from the date of this Agreement to the Closing, and solely with respect to the Business, Seller shall not, and shall cause its Subsidiaries not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) with respect to authorize or effect any amendment to, or change, the organizational documents of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactionsany Transferred Entity; (ii) issue, sell, pledge or transfer or propose to issue, sell, pledge or transfer any equity interests of any of the Transferred Entities, or securities convertible into, or exchangeable or exercisable for, or options with respect to, or warrants to purchase, or rights to subscribe for, equity interests of any of the Transferred Entities; (iii) except (A) in the ordinary course of business, (B) as may be required under any Benefit Plan or contemplated pursuant to Section 5.6, (C) as otherwise reflected in the Business Financial Statements, or (D) for any grant for which Seller or its Affiliates shall be solely obligated to pay, grant to any Business Employee who is a member of the senior leadership team of the Business (which persons are set forth on Schedule 5.2(b)(iii)(D)) any material increase in compensation or benefits; (iv) (A) make any material acquisition of any assets or businesses in excess of $1,000,000 other than sweeping cash acquisitions of businesses or assets in the ordinary course of business, already contracted by Seller, any Transferred Entity or their respective Affiliates or (B) sell, pledge, dispose of or encumber any material assets or businesses other than in the ordinary course of business, and sales or dispositions of businesses or assets already contracted by Seller, any Transferred Entity or their respective Affiliates, inventory or obsolete assets, or as may be required by applicable Law; (v) (A) enter into, renew or extend the term of any Real Property Lease or (B) terminate, deliver a notice of termination, waive or accelerate any material claim or right, or breach or default under any Real Property Lease; (vi) acquire any real property; (vii) enter into any new project or Contract with regards to a new project (A) which is outside of the ordinary course of business consistent with past practice, make practice or (B) other than a Government Bid for which Seller or the Transferred Entities are not contractually obligated to accept any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiaryresulting Contract award which involves a Collective Bargaining Agreement; (iiiviii) with respect to settle any of its Contributed SubsidiariesProceeding, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries Proceeding in the ordinary course of business or transactions and for an amount not in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any excess of its assets to, or enter into any agreement or arrangement with any of its Affiliates$250,000; (viiiix) make any material change in any method of financial accounting or financial accounting practice or policy of its Existing Business applicable to the Business, other than those (A) such changes as are required by generally accepted accounting principlesGAAP or applicable Law and (B) any changes as requested or mandated by any Governmental Entity, including the Defense Contract Audit Agency or the Defense Contract Management Agency; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (xA) other than non-exclusive licenses or non-exclusive sublicenses granted in the ordinary course of business, make sell, assign, transfer or incur grant any capital expenditure in connection with its Existing license or sublicense to any Company Business that is not currently approved in writing Intellectual Property or budgeted(B) allow any Registered Intellectual Property to lapse or go abandoned; (xi) sellpermit any Transferred Entity to incur, leasecreate or assume, license (A) any indebtedness for borrowed money (including debt evidenced by loans, notes, bonds, debentures or other similar instruments) or (B) any Lien, other than Permitted Liens, with respect to any material asset of the Business; (xii) (A) make, revoke or change any material Tax election, (B) adopt or change any material accounting method with respect to Taxes other than as required by applicable Law, (C) surrender any right to claim a refund of a material amount of Taxes, (D) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, (E) amend, modify or otherwise dispose change any filed Tax Return, (F) settle any material Tax audits or examinations, or (G) enter into any closing agreement in respect of Taxes; (xiii) enter (or commit to enter) into, amend, terminate or extend any (A) Transferred Entity Benefit Plan or (B) other than as required to bid on, or fulfill, a specific project, Collective Bargaining Agreement (or enter into negotiations to do any of the assets foregoing), with respect to the Transferred Entities or any Business Employee; (xiv) (A) plan, announce, implement or effect any reduction in force, layoff, early retirement program, severance program or effort concerning the termination of its Existing Business, except inventory, programming Business Employees or other goods employees or services sold individual service providers of the Transferred Entities (other than reductions as a result of a project termination or other loss of work of a specific project that ends between the date of this Agreement and the Closing (“Covered Project Termination”)), (B) terminate the employment or engagement of any Business Employee or other employee or individual service provider of the Transferred Entities (other than employment terminations of Business Employees for cause, as reasonably determined by the Company, death or disability, or for Business Employees who are not Key Employees, as a result of a Covered Project Termination) or (C) except for Business Employees or other employees or individual service providers of the Transferred Entities directly billed to customers, hire or engage any Business Employee or other individual service provider Relating to the Business of the Company, other than hiring or engaging any such individual in order to fill a vacancy in the ordinary course Ordinary Course of business consistent with past practiceBusiness or upon a termination for cause or due to death or disability, provided that the annual base salary of such replacement employee or annual compensation of such other individual service provider is less than $150,000 per year; or (xiixv) terminate, establish, adopt, amend, modify or agree to terminate, establish, adopt, amend or modify (or announce an intention to terminate, establish adopt, amend or modify) any, Transferred Entity Benefit Plans or the Employment Agreements; (xvi) take an action (or fail to take any action) which would constitute “good reason”, in each case as defined under the respective Employment Agreement for each such Key Employee; or (xvii) authorize any of, or commit or agree to take, whether in writing or otherwise, to or do any of, the foregoing actions. (bc) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi Seller shall not, and shall cause its Subsidiaries not permit to, enter into any of its Affiliates to: Contract (i) adopt or amend including any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken awarded as a wholeresult of a pending Government Bid) which is set forth on Exhibit L without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (d) Notwithstanding Anything to the contrary in this Agreement notwithstanding, the parties acknowledge and agree that nothing in this Section 5.2 shall be deemed to limit the transfer, use operation, acquisition or disposition of the Retained Business prior to, at or after the Closing. Anything to the contrary in this Agreement notwithstanding, nothing in this Section 5.2 shall prohibit or otherwise restrict in any other provision way the operation of the business of Seller, the Transferred Entities, or their respective Affiliates, except solely with respect to the conduct of the Business by the Seller, the Transferred Entities and their respective Affiliates. (e) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Business’s operations prior to the Closing. Prior to the Closing, Seller and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, following complete control and supervision of the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in operations of the ordinary course of business and consistent with past practiceBusiness.

Covenants Relating to Conduct of Business. (a) Except for matters as set forth in Schedule 4.01 6.01 or as required by applicable Law or as otherwise expressly permitted or required by the terms of this Agreement, from the date hereof of this Agreement to the Closing, each Parent Party the Sellers shall cause its respective Existing Business the businesses of the Companies and Cawse to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect and, to advertisingthe extent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the their respective businesses of such Parent Party's Existing Businessbusinesses, keep available the services of their current employees the Employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors distributors, lessors and others with whom they deal to deal; provided, however, that the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and Sellers shall not permit any of its Affiliates be obligated to, take directly or indirectly, provide any action that would, or that could reasonably be expected to, result in any funds to either of the conditions set forth in Article V not being satisfiedCompanies or Cawse. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 6.01 or as required by applicable Law or as otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and the Sellers shall not permit any either of its Affiliates to, the Companies or Cawse to do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyPurchaser: (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactionsorganizational documents; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iii) declare, pay or set aside any dividend or distribution to its stockholders except in cash; (iv) effect a split, reclassification or other change in or of any of its shares or ownership interests; (v) adopt or amend any Employee Plan (or any plan that would be a Employee Plan if adopted) or enter into, adopt, extend (beyond the Closing Date), renew or amend any Labor Agreement; (vi) grant to any executive officer, director or Employee of the Companies and Cawse any increase in compensation or benefits or payment of any bonus, salary or compensation, except in the ordinary course of business and consistent with past practice or as may be required under existing Contracts or, except for employment agreements for new employees that replace departed employees, enter into any employment, severance, change in control or similar Contract and except for any increases, bonus, salary or compensation for which the Sellers or their affiliates (other than the Companies and Cawse) shall be solely obligated; (vii) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than in the ordinary course of business and consistent with past practice; provided, however, that in no event shall either of the Companies or Cawse incur or assume any long-term indebtedness in connection with its Existing Businessfor borrowed money; (vviii) permit, allow or suffer any Contributed Assets of its assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (viwhatsoever that would have been required to be set forth in Schedule 4.05(a) cancel any material indebtedness (individually or in if existing on the aggregate) or waive any claims or rights date of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principlesthis Agreement; (ix) make any change in any method of accounting or accounting practice or policy other than those required by Australian GAAP or Finnish GAAP, as the methods or timing of collecting receivables or paying payables with respect to its Existing Businesscase may be; (x) acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (xi) enter into or terminate any Contract or transaction involving a total remaining commitment by or to any Company or Cawse in excess of US$1,000,000 except for entry into Contracts with customers or suppliers in the ordinary course of business, business on arms-length terms consistent with established prior practice; (xii) make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgetedbudgeted and that, individually, is in excess of US$1,000,000, or make or incur any such expenditures which, in the aggregate, are in excess of US$2,500,000; (xixiii) sell, lease, license or otherwise dispose of any of its assets that are material, individually or in the assets of its Existing Businessaggregate, to the Companies and Cawse, taken as a whole, except inventoryinventory and obsolete or excess equipment sold in the ordinary course of business and consistent with past practice; (xiv) cancel, programming or make any material change to, any indebtedness owing to it from any person or any claims which it may possess, or waive or release any material rights (other goods or services sold than in the ordinary course of business consistent with past prior practice); (xv) terminate a significant part of the workforce of any Company or Cawse, or otherwise terminate a significant number of Employees thereof; or (xiixvi) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. Section 4.1 Conduct of Business by the Company and Parent Pending the Merger. (a) Conduct of Business by the Company Pending the Merger. Except for matters set forth in Schedule 4.01 or otherwise as expressly permitted by clauses (i) through (xx) of this Section 4.1(a), during the terms period from the date of this Agreement through the earlier of the Effective Time or the termination of this Agreement (the "Pre-Closing Period"), the Company and its Subsidiaries shall, in all material respects, carry on their business in the ordinary course of business as currently conducted and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, from the date hereof seek to the Closing, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep preserve intact the respective businesses of such Parent Party's Existing Businesstheir current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with whom they deal any of them to the end that their respective businesses goodwill and ongoing business shall be unimpaired at the ClosingEffective Time. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without Without limiting the generality of the foregoing), and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Disclosure Schedule 4.01 or otherwise expressly permitted or required by (with specific reference to the terms of this Agreementapplicable subSection below), each Parent Party shall not, the Company and its Subsidiaries shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:(which consent shall not be unreasonably withheld or delayed): (iA) with declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any Company Capital Stock, or otherwise make any payments to its stockholders in their capacity as such, (B) split, combine or reclassify any Company Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock or (C) purchase, redeem or otherwise acquire any shares of Company Capital Stock or any capital stock of any of its Contributed SubsidiariesSubsidiaries or any other securities thereof or any rights, amend its Organizational Documents, except as is necessary warrants or options to consummate the Transactionsacquire any such shares or other securities; (ii) except as related to the exercise of any existing stock options set forth in Section 3.2(b) of the Company Disclosure Schedule, issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of Company Capital Stock, any other voting securities or equity equivalents or any securities convertible into, or any rights, warrants or options to acquire any such shares, voting securities, equity equivalents or convertible securities; (iii) except as provided in this Agreement or to the extent required by the DGCL or other Applicable Law, amend the Company Certificate of Incorporation or Bylaws; (iv) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its material assets, other than sweeping cash sales of inventory that are in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel incur any material indebtedness for borrowed money, guarantee any such indebtedness or make any material loans, advances or capital contributions to, or other investments in, any other person, in excess of ten thousand dollars (individually or in the aggregate$10,000) or waive any claims or rights of substantial value relating to its Existing Business; other than (viiA) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business consistent with past practices, (B) indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly owned Subsidiaries or transactions between any of such wholly owned Subsidiaries, in each case in the ordinary course, course of business consistent with past practice and (C) with the prior written consent of the Parent, not material to be unreasonably withheld or delayed; (vii) alter (through merger, liquidation, reorganization, restructuring or otherwise) the corporate structure or ownership of the Company; (viii) except as may be required by Applicable Law or as contemplated by this Agreement, enter into or adopt any, or amend any existing, severance plan, Company Plan, employment or consulting agreement or arrangement; (ix) except as may be required by Applicable Law, as contemplated by this Agreement or in amountthe ordinary course of business consistent with prior practice or as required under any employment or severance agreement in effect as of the Company Balance Sheet Date, increase the compensation payable or to become payable to its directors or executive officers or grant any severance or termination pay to, except for increases in compensation payable, or the payment of severance or termination pay, loan or advance any amount to, or sell, transfer or lease any that are required pursuant to written agreements existing as of its assets tothe date hereof, or enter into any employment or severance agreement with, any director or officer of the Company, or establish, adopt, enter into, or amend in any material respect or take action to enhance in any material respect or accelerate (other than acceleration of vesting of Company Options) any rights or benefits under, any labor, collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement with for the benefit of any of its Affiliates; (viii) make any change in any method of financial accounting director, officer or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Businessemployee; (x) knowingly violate or knowingly fail to perform any obligation or duty imposed upon it by any applicable material federal, state or local law, rule, regulation, guideline or ordinance; (xi) except as may be necessary in connection with the Registration Statement, make any change to accounting policies or procedures (other than actions required to be taken as a result of a change in applicable law or in GAAP); (A) prepare or file any Tax Return in a manner that is materially inconsistent with its past practice in preparing or filing similar Tax Returns in prior periods or, on any such Tax Return, take any position that is materially inconsistent with positions taken in preparing or filing similar Tax Returns in prior periods (except as may be required by applicable law); (B) make or rescind any material express or deemed election relating to Taxes; (C) commence any litigation or proceeding with respect to any Tax liability or settle or compromise any Tax liability; or (D) fail to file in a timely manner (giving effect to any extension of time to file) all Tax Returns that become due or fail to pay any Taxes that become due; (xiii) take any action that could prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code; (xiv) commence any litigation or proceedings or settle or compromise any material claims or litigation, except to the extent that such act would not have a Material Adverse Effect on the Parent; (xv) except for customer contracts other than customer contracts with fixed price arrangements in excess of two hundred fifty thousand dollars ($250,000), enter into, renew, terminate or amend any agreement or contract material to the Company and its Subsidiaries, including any Company Significant Contract, purchase any real property or make or agree to make any new capital expenditure or expenditures which individually are in excess of one hundred thousand dollars ($100,000); (xvi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of businessbusiness consistent with past practice or in accordance with their terms, make of liabilities reflected or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing reserved against in, or budgeted; contemplated by, the most recent financial statements (xior the notes thereto) sell, lease, license or otherwise dispose of any of the assets of Company and its Existing Business, except inventory, programming Subsidiaries included in the Company Financial Statements or other goods or services sold incurred in the ordinary course of business consistent with past practice; or; (xiixvii) authorize any of, or commit or agree to take, whether except as provided in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements by applicable law, take any action that would alter in existence on any way the date of this Agreement or terms and provisions governing the Company Capital Stock; (Bxviii) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements set forth in existence Section 3.26 of the Company Disclosure Schedule, incur any expenses in connection with the consummation of the transactions contemplated herein on behalf of any of the date Stockholders, including broker's, finder's or similar fees and fees and expenses of this Agreement.legal and accounting advisors of any such Stockholder (and in no circumstance shall the Company, Acquisition Sub, Parent or their Affiliated Persons have any liability therefor); (cxix) Each Parent Party shall promptly advise the other Parent Party in writing allow any of the occurrence of any matter Insurance Policies to be amended or event that is material terminated without replacing such policy with a policy providing at least equal coverage, insuring comparable risks and issued by an insurance company financially comparable to the businessprior insurance company; or (xx) authorize, assetsrecommend, financial conditionpropose or announce an intention to do any of the foregoing, or results enter into any contract, agreement, commitment or arrangement to do any of operations of its Existing Business, taken as a wholethe foregoing. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Section 6.1 Conduct of the Business of the Acquired Entities and Subsidiaries Prior to Closing. Except for matters as set forth in on Schedule 4.01 6.1 or as otherwise expressly permitted by this Agreement or the terms of this AgreementEmployment Agreements, from the date hereof of this Agreement to the ClosingClosing Date, each Parent Party shall the Acquired Entities and Subsidiaries will, and the Equityholders will cause its respective Existing the Acquired Entities and Subsidiaries to, conduct the Business to be conducted in the usual, regular Ordinary Course of Business and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and will use all reasonable efforts to keep preserve intact the respective businesses of such Parent Party's Existing Business, keep available the services of their its current officers and employees and preserve their keep and maintain its relationships with customers, suppliers, licensors, licensees, distributors and others other third parties with whom they deal to the end Acquired Entities and Subsidiaries with the goal that their respective businesses shall the Acquired Entities’ and Subsidiaries’ goodwill and ongoing business be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfiedClosing Date. In addition (addition, and without limiting the generality of the foregoing), except as otherwise expressly permitted by this Agreement, from the date of this Agreement to the Closing Date, each Acquired Entity and Subsidiary covenants and agrees that it will not do or permit or cause to occur any of the changes or events set forth in Schedule 4.01 Section 4.11 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyPurchaser: (a) issue, deliver, sell or grant (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock stock, (except upon the exercise of outstanding optionsii) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for for, or any shares options, warrants to purchase or rights to subscribe for, any such shares, voting securities or convertible or exchangeable securities, (iii) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units or (iv) enter into an agreement to do any of such capital stockthe foregoing; (b) (i) grant to any employee, officer or director of any Acquired Entity or Subsidiary any increase in compensation, including, without limitation, bonus opportunity, except to the extent required under employment agreements in effect as of the date hereof or applicable Law, other than in the Ordinary Course of Business, (ii) grant to any employee, officer or director of any Acquired Entity or Subsidiary any increase in severance or termination pay, except to the extent required under any agreement in effect as of the date hereof or applicable Law, (iii) enter into any employment, consulting, indemnification, severance or termination agreement with any such employee, officer or director, (iv) incur establish, adopt, enter into or assume amend in any indebtedness for borrowed money material respect any collective bargaining agreement or guarantee Company Employee Plan or (v) take any such indebtedness action to accelerate any rights or benefits, or make any determinations not in connection with its Existing the Ordinary Course of Business, under any collective bargaining agreement or Company Employee Plan; (vc) permit(i) incur any Indebtedness, allow issue or suffer sell any Contributed Assets debt securities or warrants or other rights to become subjected acquire any debt securities of any Acquired Entity or Subsidiary, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for short-term borrowings incurred in the Ordinary Course of Business or (ii) make any loans, advances or capital contributions to, or investments in, any other Person (other than to any Lien of any nature whatsoeverAcquired Entity, except Permitted LiensSubsidiary or Acquired Company); (vid) make, change or rescind any election in respect of Taxes, file any Tax Return (without prior opportunity for Purchaser to review and comment thereon in accordance with Section 8.1) or any amendment to a Tax Return (without prior opportunity for Purchaser to review and comment thereon), enter into any closing agreement, settle any claim or assessment in respect of any amount of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, in each case, to the extent any such action would increase Parent’s or Purchaser’s liability for Taxes in Post-Closing Tax Periods, or take any action or refrain from taking any action that would jeopardize any of the Acquired Corporations’ qualification as an S Corporation within the meaning of Sections 1361 and 1362 of the Code (or any similar or comparable provision of state, local or foreign Law, as applicable); (e) (i) cancel any material indebtedness Indebtedness (individually or in the aggregate) or waive any claims or rights or (ii) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which any Acquired Entity or Subsidiary is a party; (f) acquire by merging or consolidating with, or by purchasing assets of, or by any other manner, any Person or division, or business of substantial value relating to its Existing or equity interest in any Person, except for purchases of inventory, components or supplies in the Ordinary Course of Business; (viig) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary coursesell, consistent with past practice and not material in amount, pay, loan or advance any amount tolease, or otherwise dispose of, or agree to sell, transfer lease or lease otherwise dispose of, any of its assets toassets, except for sales of inventory, components or supplies in the Ordinary Course of Business; (h) renew or enter into any non-compete, exclusivity or similar agreement that would restrict or arrangement with limit the operations of any Acquired Entity or Subsidiary, or, after the Closing, of Purchaser and its Affiliatessubsidiaries; (viiii) make settle or compromise any change in material litigation, or waive, release or assign any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principlesmaterial claims; (ixj) make engage in any forward selling or acceleration of customer orders or contracts, any deferral in paying payables, any deferral in making capital expenditures that are necessary to maintain the fixed assets of any Acquired Entity or Subsidiary in the Ordinary Course of Business or any delay in capital projects that are necessary to maintain the fixed assets of any Acquired Entity or Subsidiary in the Ordinary Course of Business, any grant of any discount to customers or any other change in the methods terms of conditions of sale or timing of collecting receivables or paying payables with respect to its Existing Business; purchase (xincluding, without limitation, payment and delivery terms) other than in the ordinary course Ordinary Course of business, make Business or incur any capital expenditure in connection with its Existing Business other changes intended to increase the current income and cash collection of any Acquired Entity or Subsidiary prior to the Closing Date by accelerating revenue that is not currently approved in writing would otherwise be collected after the Closing Date or budgeteddeferring payment that would otherwise be expected to be made prior to the Closing Date; (xik) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practicefail to maintain insurance coverage at presently existing levels so long as such insurance is available at commercially reasonable rates; or (xiil) authorize any of, or commit or agree to take, whether in writing or otherwise, to do take any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Section 4.1 Conduct of Business by the Company Pending the Merger. Except for matters as contemplated by Section 4.5 or as set forth in Schedule 4.01 or otherwise expressly permitted by Section 4.1 of the terms of this AgreementCompany Letter, during the period from the date hereof of this Agreement to the ClosingEffective Time, each Parent Party the Company shall, and shall cause each of its respective Existing Business to be conducted Subsidiaries to, carry on its business in the usual, regular and ordinary course in substantially the same manner as previously heretofore conducted (including with respect and, to advertisingthe extent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors lessors and others having business dealings with whom they deal it to the end that their respective businesses its goodwill and ongoing business shall be unimpaired at the ClosingEffective Time. Each Parent Party Except as otherwise expressly permitted by this Agreement and as set forth in Section 4.2 of the Company Letter, the Company shall not, and shall not permit any of its Affiliates Subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyParent: (a) except as set forth in Section 4.5 ,(i) with declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect to of, any of its Contributed capital stock, or otherwise make any payments to its stockholders in their capacity as such (other than dividends and other distributions by direct or indirect wholly owned Subsidiaries), amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the case of any direct or indirect wholly owned Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) except as set forth in Section 4.5, issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire any such shares, voting securities, equity equivalent or convertible securities, other than the issuance of shares of Company Common Stock (and associated Rights) upon the exercise of employee stock options pursuant to the Company Stock Plans outstanding on the date of this Agreement in accordance with their current terms; (c) amend its articles or certificate of incorporation or by-laws or other comparable organizational documents; (d) acquire or agree to acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or (ii) any assets that are, individually or in the aggregate material to the Company and its Subsidiaries taken as a whole, other than transactions that are in the ordinary course of business consistent with past practice and not material to the Company and its Subsidiaries taken as a whole; (e) except as set forth in Section 4.5, sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of, or agree to sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of, any of its assets, other than transactions that are in the ordinary course of business consistent with past practice and not material to the Company and its Subsidiaries taken as a whole; (f) except as set forth in Section 4.5, incur any indebtedness for borrowed money, guarantee any such indebtedness, issue or sell any debt securities or warrants or other rights to acquire any debt securities, guarantee any debt securities or make any loans, advances or capital contributions to, or other investments in, any other person, or enter into any arrangement having the economic effect of any of the foregoing, other than (i) indebtedness incurred in the ordinary course of business consistent with past practice and (ii) indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly owned Subsidiaries or between any of such wholly owned Subsidiaries; (g) alter (through merger, liquidation, reorganization, restructuring or in any other fashion) the corporate structure or ownership of the Company or any Subsidiary; (h) except as required under any collective bargaining agreement or under Section 5.8, enter into or adopt any new, or amend any existing, severance plan, agreement or arrangement or enter into any new or amend any existing Company Plan or employment or consulting agreement, other than as required by law or as set forth in Section 4.1(h) of the Company Letter, except that the Company or its Subsidiaries may enter into (a) employment agreements if such agreements (i) are no longer than one year in duration and (ii) provide for an annual base salary of less than $150,000, and (b) consulting agreements in the ordinary course of business that are terminable on no more than 90 days' notice without penalty, and the Company or its Subsidiaries may amend any Company Plan or other plan, program, policy or arrangement if such amendment will result in not more than a de minimus additional cost to the Company or its Subsidiaries; (i) except (1) as permitted under Section 4.1(h), (2) as permitted under Section 5.15 or (3) to the extent required by written employment agreements existing on the date of this Agreement, increase the compensation payable or to become payable to its officers or employees, except for (i) increases in the ordinary course of business consistent with past practice in salaries or wages of employees of the Company or any of its Subsidiaries and (ii) except to the extent required under the terms of any applicable incentive plan, the payment of annual incentive bonuses for 1997 which are not in the aggregate in excess of two times the target bonus for 1997 established for 1997 prior to the date of this Agreement; (j) grant or award any stock options, restricted stock, performance shares, stock appreciation rights or other equity-based incentive awards, other than an award which (i) is made to a management employee or non-employee director who would be eligible to receive such award under the terms of the Company Stock Plans as applied consistently with past practice and (ii) is made on terms substantially the same as the terms of awards previously awarded under such plan; (k) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures (other than actions required to be taken by generally accepted accounting principles); (l) except as disclosed in the Company's capital expenditure plan which has been disclosed to Parent or for maintenance capital expenditures in the ordinary course of business consistent with past practice, make or agree to make any declaration new capital expenditure or payment expenditures which, individually, is in excess of any dividend or any other distribution $5,000,000 or, in respect the aggregate, are in excess of its equity interest in any Contributed Subsidiary$50,000,000; (iiim) with respect to pay, discharge or satisfy any of its Contributed Subsidiariesclaims, redeem liabilities or otherwise acquire any shares of its capital stock obligations (absolute, accrued, asserted or issue any capital stock (except upon unasserted, contingent or otherwise), other than the exercise of outstanding options) payment, discharge or any optionsatisfaction, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material or in amountaccordance with their terms, pay, loan of liabilities reflected or advance any amount toreserved against in, or sellcontemplated by, transfer the most recent consolidated financial statements (or lease any the notes thereto) of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change the Company included in the methods Company SEC Documents or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold incurred in the ordinary course of business consistent with past practice; or; (xiin) authorize settle or compromise any ofmaterial federal, state, local or commit foreign tax liability; (o) authorize, recommend, propose or agree to take, whether in writing or otherwise, announce an intention to do any ofof the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing actionsforegoing. (b) Section 4.2 Conduct of Business by the Parent Companies Pending the Merger. Except as contemplated by Section 4.5 or as set forth in Schedule 4.01 or Section 4.2 of the Parent Letter, during the period from the date of this Agreement to the Effective Time, the Parent Companies shall, and shall cause each of their respective Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to keep available the services of their respective current officers and employees and preserve their respective relationships with customers, suppliers, licensors, lessors and others having business dealings with them to the end that their goodwill and ongoing business shall be unimpaired at the Effective Time. Except as otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into and as set forth in connection with Section 4.2 of the TransactionsParent Letter, USAi the Parent Companies shall not, and shall not permit any of its Affiliates their respective Subsidiaries to, without the prior written consent of the Company: (a) except as contemplated by Section 4.5, (i) adopt declare, set aside or amend pay any USAi Benefit Arrangement (dividends on, or make any plan other actual, constructive or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily deemed distributions in respect of, any of its capital stock, or otherwise make any payments to its Existing Business stockholders or enter intoshareholders, adoptas applicable, extend in their capacity as such (beyond other than (A) dividends in the Closing Date), renew aggregate amount not to exceed the greater of (a) the current rate of the Parent Companies dividends and (b) the Trust's "real estate investment taxable income" (as such term is defined for purposes of the Code) without regard to any net capital gains or amend the deduction for dividends paid (provided that this Section 4.2(a) shall not be deemed to restrict any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except increases in each case, the dividend rate of the Parent Companies in the ordinary course of business and consistent with past practice practice) and (B) dividends and other distributions by direct, indirect or wholly owned Subsidiaries) or (ii) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Paired Shares; (b) in the case of the Parent Companies only, except as required by Applicable Lawset forth in Section 4.5, amend its articles or certificate of incorporation or declaration of trust, other than in connection with the respective Charter Amendments; (c) take or omit any action that would reasonably be expected to cause the Trust to cease to qualify as a "real estate investment trust" for federal income tax purposes or that would reasonably be expected to cause the Trust to become subject to Section 269B(a)(3) of the Code; or (iid) (A) grant authorize, recommend, propose or announce an intention to do any USAi Business Employee of the foregoing, or enter into any increase in compensation contract, agreement, commitment or benefits, except grants in arrangement to do any of the ordinary course of business foregoing. Notwithstanding anything contained herein to the contrary and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements permitted by Section 4.5(c), neither Trust nor Parent shall declare, set aside or pay any cash dividend or make any cash distribution or otherwise make any payments in existence on cash to its stockholders or shareholders, as applicable, having a record date for the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing determination of the occurrence stockholders or shareholders entitled to such dividend, distribution or other payment occurring during the period from and including the first day of any matter or event that is material to the business, assets, financial condition, or results Averaging Period through and including the fourth trading day after the last day of operations of its Existing Business, taken as a wholethe Averaging Period. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. (a) Except for matters (x) set forth in Schedule 4.01 5.01(a), (y) expressly agreed to by Purchaser or (z) otherwise expressly permitted contemplated by the terms of this Agreement, from the date hereof of this Agreement to the ClosingClosing Date, each Parent Party Seller shall cause its the Acquired Companies and their respective Existing Business subsidiaries to be conducted conduct their respective businesses in the usual, regular and ordinary course in substantially a manner consistent with past practice and, to the same manner as previously conducted (including with respect to advertisingextent consistent therewith, promotions, capital expenditures and inventory levels) and use all commercially reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their material business relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to in the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any ordinary course of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfiedbusiness. In addition (and without limiting the generality of the foregoing)addition, except as set forth in Schedule 4.01 5.01(a) or otherwise expressly permitted or required contemplated by the terms of this Agreement, each Parent Party shall not, and Seller shall not permit cause any of its Affiliates to, the Acquired Companies or any of their respective subsidiaries to do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:Purchaser (which consent shall not be unreasonably withheld or delayed): (i) with respect to any of its Contributed Subsidiaries, amend its articles of association or other comparable Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration declare or payment of pay any dividend or make any other distribution to its shareholders whether or not upon or in respect of any shares of its equity interest in capital stock; provided, however, that (A) at any Contributed Subsidiarytime prior to the close of business on the Closing Date, Seller will be allowed to withdraw or cause to be withdrawn any cash balances of the Acquired Companies and their respective subsidiaries, (B) dividends and distributions may continue to be made by the subsidiaries of each Acquired Company to such Acquired Company or to other wholly owned subsidiaries of such Acquired Company and (C) dividends and distributions of cash and cash equivalents may continue to be made by (x) the Acquired Companies to Seller and (y) Widia India to its shareholders; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) adopt or amend in any material respect any Acquired Companies Benefit Plan maintained or contributed to, or required to be maintained or contributed to, by an Acquired Company or a subsidiary of an Acquired Company in respect of any Affected Employee (as defined in Section 5.06(a)) or Former Employee (as defined in Section 5.06(d)), except as required by Applicable Law; (v) grant to any executive officer or other key employee of an Acquired Company or a subsidiary of an Acquired Company any increase in compensation or benefits, except in the ordinary course of business consistent with past practice or as may be required under existing agreements and except for any increases or bonuses for which Seller shall be solely obligated; (vi) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such indebtedness liabilities, obligations or indebtedness, other than in connection the ordinary course of business consistent with its Existing Businesspast practice; (vvii) permit, allow subject any of the assets owned by an Acquired Company or suffer any Contributed Assets to become subjected a subsidiary of an Acquired Company as of the date of this Agreement to any Lien of any nature whatsoever, except Permitted Lienswhatsoever that would have been required to be set forth in Schedule 2.06 or 2.07 if existing on the date of this Agreement; (viviii) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principlesvalue; (ix) make any change in the methods any method of accounting or timing of collecting receivables accounting practice or paying payables with respect to its Existing Businesspolicy other than those required or permitted by GAAP or required by Applicable Law; (x) acquire by merging or consolidating with, or by purchasing all or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than in inventory) that are material to the ordinary course of businessAcquired Companies and their respective subsidiaries, taken as a whole; (xi) make or incur any capital expenditure expenditure, other than capital expenditures (A) set forth in connection with its Existing Business that Schedule 5.01(a)(xi) or (B) which, individually, is not currently approved in writing or budgetedexcess of €50,000; (xixii) sell, lease, license or otherwise dispose of any of asset that is material to the assets of its Existing BusinessAcquired Companies and their respective subsidiaries, taken as a whole, except inventory, programming (A) inventory and obsolete or other goods excess equipment or services machinery sold or disposed of in the ordinary course of business consistent business, (B) leases set forth in Schedule 5.01(a)(xii) and (C) sales, leases, licenses or other disposals of assets to an Acquired Company or a subsidiary of an Acquired Company; (xiii) enter into any lease, or renew any existing lease, of real property, except (A) any lease or renewal of lease set forth in Schedule 5.01(a)(xiii) and (B) any lease, or renewal of lease, which, individually, provides for rental payments not in excess of €50,000 for the term of such lease or renewal; (xiv) (A) terminate the Receivables Agreement dated as of December 27, 2001 (the "Receivables Agreement") among Widia India, ICICI Bank of India and HDFC Bank or (B) amend or otherwise modify the Receivables Agreement in a way that would reasonably be expected to have a material adverse effect on the financial condition of Widia India; (xv) settle or compromise any suit, other than the WIS Litigation (as defined in Schedule 2.12) in accordance with past practicethe Settlement Agreement (as defined below), or other litigation matter or matter constituting the subject matter of an arbitration proceeding on terms which would require Purchaser to take any action, assume any liability or forego any right; (xvi) terminate, amend or otherwise modify any of the Separation Agreements; (xvii) terminate, amend or otherwise modify the Settlement Agreement or the Share Purchase Agreement (as defined below), in each case, on terms which would require Purchaser to take any action, assume any liability or forego any right; or (xiixviii) authorize any of, or commit or agree to takeagree, whether in writing or otherwise, to do any of, of the foregoing actionsforegoing. (b) Except Parent and Seller shall keep all insurance policies currently maintained by Seller or Parent, as set forth applicable, with respect to the Acquired Companies and their respective subsidiaries and their respective assets and properties (the "Group Insurance Policies"), or suitable replacements therefor, in Schedule 4.01 or otherwise expressly permitted by full force and effect through the terms close of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond business on the Closing Date; it being understood that any and all Group Insurance Policies are owned and maintained by Parent, Seller and their respective affiliates (other than the Acquired Companies and their respective subsidiaries) and none of Purchaser, the Acquired Companies or their respective subsidiaries will have any rights under such insurance policies from and after the Closing Date. Seller shall cause to be kept all insurance policies currently maintained by the Acquired Companies and their respective subsidiaries with respect to themselves and their respective assets and properties (the "Acquired Companies Insurance Policies" and, together with the Group Insurance Policies, the "Insurance Policies"), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each casesuitable replacements therefor, in full force and effect through the ordinary course close of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement Closing Date. Purchaser acknowledges that, subsequent to the Closing, neither Seller nor Parent shall have any responsibility to maintain, or (B) grant new options or restricted stock cause to be maintained, in full force and effect any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence Insurance Policies or obtain any suitable replacement therefor covering any loss, liability, claim, damage or expense of the Acquired Companies or any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a wholetheir respective subsidiaries. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. Section 4.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted through (n) of this Section 4.1 and except as contemplated by the terms of this AgreementCompany Letter, during the period from the date hereof of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the Closingextent consistent therewith, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable best efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with whom they deal it to the end that their respective businesses its goodwill and ongoing business shall be unimpaired at the ClosingEffective Time. Each Parent Party Without limiting the generality of the foregoing, except as otherwise expressly contemplated by this Agreement and subject to Section 4.5 or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Affiliates Subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of Parent: (a) (i) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to its stockholders in their capacity as such (other than dividends and other distributions by Subsidiaries), (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other Parent Party:securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with the termination of the Company's employees undertaken in the ordinary course of business and consistent with past practices; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, any such shares of capital stock, voting securities, equity equivalent or convertible securities, other than the issuance of shares of Class A Common stock and Class B Common Stock pursuant to Company Stock Options outstanding on the date of this Agreement in accordance with their current terms; (c) amend its Restated Certificate of Incorporation or By-laws or other comparable organizational documents; (d) (A) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are in the ordinary course of business consistent with past practice and which involve an aggregate consideration paid by the Company and its Subsidiaries (including the assumption of debt and valuing any non-cash consideration at its fair market value) not in excess of $5 million or (B) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets, other than transactions that are in the ordinary course of business consistent with past practice and which involve assets having an aggregate fair market value or book value not in excess of $5 million; (e) make any capital expenditures, other than capital expenditures not in excess of $20,000,000 in the aggregate made in the ordinary course of business consistent with past practice; (f) incur any indebtedness for borrowed money, guarantee any such indebtedness, issue or sell any debt securities, guarantee any debt securities of others or make any loans, advances or capital contributions to, or other investments in, any other person, other than (i) indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly- owned Subsidiaries or between any of such wholly-owned Subsidiaries and (ii) borrowing or guarantees not in excess of $20 million in the aggregate incurred in the ordinary course of business consistent with past practice; (g) alter (through merger, liquidation, reorganization, restructuring or in any other fashion) the corporate structure or ownership of the Company or any Subsidiary; (h) enter into or adopt any, or amend any existing, severance plan, agreement or arrangement or enter into or amend any Company Plan or employment or consulting agreement, other than employment agreements which each have an future liability of not in excess of $1,000,000 or as required by law; (i) with respect except (A) as permitted under Section 4.1(h) or (B) to any the extent required by written employment agreements existing on the date of this Agreement, (1) increase the compensation payable or to become payable to its Contributed Subsidiariesofficers or employees, amend its Organizational Documentsexcept, except as is necessary to consummate in the Transactions; (ii) other than sweeping cash case of employees who are not officers, for increases in the ordinary course of business consistent with past practice, make (2) grant any declaration severance or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (termination pay except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amountor (3) establish, payadopt, loan or advance any amount toenter into, or sellamend or take action to enhance or accelerate any rights or benefits under, transfer any labor, collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or lease any of its assets toother plan, or enter into any agreement agreement, trust, fund, policy or arrangement for the benefit of, any director, officer or employee, except, in each case, as may be required to comply with any of its Affiliatesapplicable law; (viiij) make take any change in any method of financial accounting or financial accounting practice or policy of its Existing Business action, other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures (other than actions required to be taken by generally accepted accounting principles); (k) prepare or file any federal, state, local or foreign Tax Return materially inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (l) settle or compromise any material federal, state, local or foreign income tax liability; (m) violate or fail to perform any material obligation or duty imposed upon it by any applicable federal, state or local law, rule, regulation, guideline or ordinance which could be reasonably expected to have a Material Adverse Effect on the Company or prevent or materially delay the Merger; or (xiin) authorize any ofauthorize, recommend, propose or commit or agree to take, whether in writing or otherwise, announce an intention to do any ofof the foregoing, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement enter into any contract, agreement, commitment or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit arrangement to do any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party foregoing. The Company shall promptly advise the other Parent Party orally and in writing of the occurrence of any matter change or event that is material to the business, assets, financial conditionhaving, or results which could reasonably be expected to have, a Material Adverse Effect on the Company or which could prevent or materially delay the consummation of operations of its Existing Business, taken as a wholethe Merger. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

Covenants Relating to Conduct of Business. Section 5.1 Covenants of the Company. From the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (awhich consent shall not be unreasonably withheld or delayed) Except for matters or except as set forth in Schedule 4.01 Section 5.1 of the Company Disclosure Letter or as otherwise expressly permitted provided for or contemplated by this Agreement or as may be required by applicable Law, the terms Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and shall use its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with all Governmental Entities, customers, suppliers and others having business dealings with it, to keep available the services of its current officers and key employees and to maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.1 of the Company Disclosure Letter or as otherwise expressly provided for or contemplated by this AgreementAgreement or as required by applicable Law, from the date hereof to until the ClosingEffective Time, each without the prior written consent of Parent Party (which consent shall cause its respective Existing Business to not be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted unreasonably withheld or delayed (including other than with respect to advertisingsubsections (a), promotions(b), capital expenditures and inventory levels(c), (g), (k) and use all reasonable efforts to keep intact or (l)), the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party Company shall not, and shall not permit any of its Affiliates Company Subsidiary to, take any action that would, directly or that could reasonably be expected to, result in indirectly: (a) amend or modify any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality Constituent Documents of the foregoingCompany, any Company Subsidiary, HATLP, OCOP or PLNL (solely to the extent, with respect to HATLP, OCOP or PLNL, that the Company or any Company Subsidiary may prevent an amendment or modification to the applicable Constituent Document of HATLP, OCOP or PLNL); (b) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its Securities, other than (A) dividends or distributions by wholly owned Company Subsidiaries to the Company, (B) the declaration and payment of regular quarterly cash dividends of $0.10 per share solely for the fiscal quarter ended December 31, 2009 and the fiscal quarter ended March 31, 2010, which shall be paid in accordance with Section 6.17, (C) regular quarterly dividends by the Company of $10.625 per outstanding share of Company Series A Preferred Stock to holders of such outstanding shares pursuant to the Company’s Constituent Documents as in effect as of the date of this Agreement, and (D) regular quarterly cash distributions by INCLP to holders of its common units and its general partner pursuant to INCLP’s Constituent Documents as in effect as of the date of this Agreement; (ii) split, combine or reclassify any of its Securities or issue, deliver, sell, grant, dispose of or subject to a Lien any Securities or Equity Rights, other than issuances of Company Common Stock (A) in connection with the vesting of the Company Stock-Based Awards issued prior to the date of this Agreement pursuant to a Company Benefit Plan or (B) upon conversion of shares of Company Series A Preferred Stock pursuant to the Company’s Constituent Documents as in effect as of the date of this Agreement; or (iii) repurchase, redeem or otherwise acquire any Securities or Equity Rights of the Company or any Company Subsidiary, other than acquisitions of Securities or Equity Rights pursuant to any Company Benefit Plan as in effect on the date of this Agreement; (c) acquire by merging or consolidating with, or by share exchange, or by purchase or by any other manner, any Person or division, business or equity interest of any Person; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien), encumber or otherwise surrender, relinquish or dispose of any material assets, property or rights, other than (i) sales of inventory in the ordinary course of business consistent with past practice and (ii) as would not result in consideration received in excess of $7 million individually or $15 million in the aggregate; (i) make any loans, advances or capital contributions to, or investments in, any other Person other than (A) by the Company or any wholly owned Company Subsidiary to or in the Company or any wholly owned Company Subsidiary or (B) to employees for advancement of travel and related business expenses in the ordinary course of business consistent with past practice or (ii) create, incur, guarantee or assume any indebtedness, issuances of debt securities, guarantees, loans or advances, except guarantees by the Company of indebtedness of wholly owned Company Subsidiaries or guarantees by Company Subsidiaries of indebtedness of the Company, in each case in excess of $5 million individually or $10 million in the aggregate; (f) other than as set forth in Schedule 4.01 the Company’s capital budget (a copy of which was made available to Parent prior to the date hereof) or otherwise expressly permitted in connection with the repair or replacement of the plant and equipment at the operating facilities of the Company or any Company Subsidiary, make any capital expenditure in excess of $5 million individually or $10 million in the aggregate; (g) except (i) as required by pursuant to the terms of any Company Benefit Plan (including any collective bargaining agreement) in effect on the date of this Agreement, each Parent Party shall not(ii) as required to comply with applicable Law or GAAP, and or (iii) as expressly permitted by this Agreement or (iv) solely with respect to (A) below, in the ordinary course of business, (A) amend or otherwise modify in any material respect any Company Benefit Plan (or any plan, agreement or other arrangement that would be a Company Benefit Plan if it were in existence on the date of this Agreement), (B) accelerate the payment or vesting of benefits or amounts payable or to become payable under any Company Benefit Plan (or any plan, agreement or other arrangement that would be a Company Benefit Plan if it were in existence on the date of this Agreement), (C) terminate, establish or enter into any Company Benefit Plan (or any plan, agreement or other arrangement that would be a Company Benefit Plan if it were in existence on the date of this Agreement), (D) grant any increase in the compensation or benefits of directors, officers, employees or consultants of the Company or any Company Subsidiary; provided, however, that the foregoing clause (D) shall not permit restrict the Company and any of its Affiliates to, do any Company Subsidiary from granting increases in base salary or hourly wage rates to the employees and subject to the parameters set forth on Section 5.1(g) of the following Company Disclosure Letter, in connection the ordinary course of business consistent with its Existing Business without policies in effect on the prior written consent date of this Agreement and in a manner consistent with past practice; provided, further that the other Parent Party:foregoing 37 clause (D) shall not restrict the Company or any Company Subsidiary from entering into or making available to newly hired employees or to employees in the context of promotions based on job performance, in each case in the ordinary course of business and in a manner consistent with past practice, benefits and compensation arrangements (excluding incentive grants or Company Stock-Based Awards) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions or (E) hire any employee with an annual base salary in excess of $130,000 except to replace an existing employee of comparable compensation; (h) (i) with respect pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) or material litigation (whether or not commenced prior to any the date of its Contributed Subsidiariesthis Agreement), amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the ordinary course of business consistent with past practice or the payment, discharge, settlement or satisfaction in accordance with its terms of any liability accrued, reserved, recognized or disclosed in the most recent Company Financial Statements or incurred since the date of such Company Financial Statements in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.,

Covenants Relating to Conduct of Business. (a) Section 4.1 Conduct of Business by the Company Pending the Merger. Except for matters as contemplated by Section 4.5 or as set forth in Schedule 4.01 or otherwise expressly permitted by Section 4.1 of the terms of this AgreementCompany Letter, during the period from the date hereof of this Agreement to the ClosingEffective Time, each Parent Party the Company shall, and shall cause each of its respective Existing Business to be conducted Subsidiaries to, carry on its business in the usual, regular and ordinary course in substantially the same manner as previously heretofore conducted (including with respect and, to advertisingthe extent consistent therewith, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors lessors and others having business dealings with whom they deal it to the end that their respective businesses its goodwill and ongoing business shall be unimpaired at the ClosingEffective Time. Each Parent Party Except as otherwise expressly permitted by this Agreement and as set forth in Section 4.2 of the Company Letter, the Company shall not, and shall not permit any of its Affiliates Subsidiaries to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent PartyParent: (a) except as set forth in Section 4.5 ,(i) with declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect to of, any of its Contributed capital stock, or otherwise make any payments to its stockholders in their capacity as such (other than dividends and other distributions by direct or indirect wholly owned Subsidiaries), amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the case of any direct or indirect wholly owned Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) except as set forth in Section 4.5, issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire any such shares, voting securities, equity equivalent or convertible securities, other than the issuance of shares of Company Common Stock (and associated Rights) upon the exercise of employee stock options pursuant to the Company Stock Plans outstanding on the date of this Agreement in accordance with their current terms; (c) amend its articles or certificate of incorporation or by-laws or other comparable organizational documents; (d) acquire or agree to acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or (ii) any assets that are, individually or in the aggregate material to the Company and its Subsidiaries taken as a whole, other than transactions that are in the ordinary course of business consistent with past practice and not material to the Company and its Subsidiaries taken as a whole; (e) except as set forth in Section 4.5, sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of, or agree to sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of, any of its assets, other than transactions that are in the ordinary course of business consistent with past practice and not material to the Company and its Subsidiaries taken as a whole; (f) except as set forth in Section 4.5, incur any indebtedness for borrowed money, guarantee any such indebtedness, issue or sell any debt securities or warrants or other rights to acquire any debt securities, guarantee any debt securities or make any loans, advances or capital contributions to, or other investments in, any other person, or enter into any arrangement having the economic effect of any of the foregoing, other than (i) indebtedness incurred in the ordinary course of business consistent with past practice and (ii) indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly owned Subsidiaries or between any of such wholly owned Subsidiaries; (g) alter (through merger, liquidation, reorganization, restructuring or in any other fashion) the corporate structure or ownership of the Company or any Subsidiary; (h) except as required under any collective bargaining agreement or under Section 5.8, enter into or adopt any new, or amend any existing, severance plan, agreement or arrangement or enter into any new or amend any existing Company Plan or employment or consulting agreement, other than as required by law or as set forth in Section 4.1(h) of the Company Letter, except that the Company or its Subsidiaries may enter into (a) employment agreements if such agreements (i) are no longer than one year in duration and (ii) provide for an annual base salary of less than $150,000, and (b) consulting agreements in the ordinary course of business that are terminable on no more than 90 days' notice without penalty, and the Company or its Subsidiaries may amend any Company Plan or other plan, program, policy or arrangement if such amendment will result in not more than a de minimus additional cost to the Company or its Subsidiaries; (i) except (1) as permitted under Section 4.1(h), (2) as permitted under Section 5.15 or (3) to the extent required by written employment agreements existing on the date of this Agreement, increase the compensation payable or to become payable to its officers or employees, except for (i) increases in the ordinary course of business consistent with past practice in salaries or wages of employees of the Company or any of its Subsidiaries and (ii) except to the extent required under the terms of any applicable incentive plan, the payment of annual incentive bonuses for 1997 which are not in the aggregate in excess of two times the target bonus for 1997 established for 1997 prior to the date of this Agreement; (j) grant or award any stock options, restricted stock, performance shares, stock appreciation rights or other equity-based incentive awards, other than an award which (i) is made to a management employee or non-employee director who would be eligible to receive such award under the terms of the Company Stock Plans as applied consistently with past practice and (ii) is made on terms substantially the same as the terms of awards previously awarded under such plan; (k) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures (other than actions required to be taken by generally accepted accounting principles); (l) except as disclosed in the Company's capital expenditure plan which has been disclosed to Parent or for maintenance capital expenditures in the ordinary course of business consistent with past practice, make or agree to make any declaration new capital expenditure or payment expenditures which, individually, is in excess of any dividend or any other distribution $5,000,000 or, in respect the aggregate, are in excess of its equity interest in any Contributed Subsidiary$50,000,000; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (viim) except for intercompany loans among Contributed Subsidiaries as permitted by Section 4.5, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material or in amountaccordance with their terms, pay, loan of liabilities reflected or advance any amount toreserved against in, or sellcontemplated by, transfer the most recent consolidated financial statements (or lease any the notes thereto) of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change the Company included in the methods Company SEC Documents or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold incurred in the ordinary course of business consistent with past practice; or; (xiin) authorize settle or compromise any ofmaterial federal, state, local or commit foreign tax liability; (o) authorize, recommend, propose or agree to take, whether in writing or otherwise, announce an intention to do any ofof the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing actionsforegoing. (b) Section 4.2 Conduct of Business by the Parent Companies Pending the Merger. Except as contemplated by Section 4.5 or as set forth in Schedule 4.01 or Section 4.2 of the Parent Letter, during the period from the date of this Agreement to the Effective Time, the Parent Companies shall, and shall cause each of their respective Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to keep available the services of their respective current officers and employees and preserve their respective relationships with customers, suppliers, licensors, lessors and others having business dealings with them to the end that their goodwill and ongoing business shall be unimpaired at the Effective Time. Except as otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into and as set forth in connection with Section 4.2 of the TransactionsParent Letter, USAi the Parent Companies shall not, and shall not permit any of its Affiliates their respective Subsidiaries to, without the prior written consent of the Company: (a) except as contemplated by Section 4.5, (i) adopt declare, set aside or amend pay any USAi Benefit Arrangement (dividends on, or make any plan other actual, constructive or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily deemed distributions in respect of, any of its capital stock, or otherwise make any payments to its Existing Business stockholders or enter intoshareholders, adoptas applicable, extend in their capacity as such (beyond other than (A) dividends in the Closing Date), renew aggregate amount not to exceed the greater of (a) the current rate of the Parent Companies dividends and (b) the Trust's "real estate investment taxable income" (as such term is defined for purposes of the Code) without regard to any net capital gains or amend the deduction for dividends paid (provided that this Section 4.2(a) shall not be deemed to restrict any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except increases in each case, the dividend rate of the Parent Companies in the ordinary course of business and consistent with past practice practice) and (B) dividends and other distributions by direct, indirect or wholly owned Subsidiaries) or (ii) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Paired Shares; (b) in the case of the Parent Companies only, except as required by Applicable Lawset forth in Section 4.5, amend its articles or certificate of incorporation or declaration of trust, other than in connection with the respective Charter Amendments; (c) take or omit any action that would reasonably be expected to cause the Trust to cease to qualify as a "real estate investment trust" for federal income tax purposes or that would reasonably be expected to cause the Trust to become subject to Section 269B(a)(3) of the Code; or (iid) (A) grant authorize, recommend, propose or announce an intention to do any USAi Business Employee of the foregoing, or enter into any increase in compensation contract, agreement, commitment or benefits, except grants in arrangement to do any of the ordinary course of business foregoing. Notwithstanding anything contained herein to the contrary and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements permitted by Section 4.5(c), neither Trust nor Parent shall declare, set aside or pay any cash dividend or make any cash distribution or otherwise make any payments in existence on cash to its stockholders or shareholders, as applicable, having a record date for the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing determination of the occurrence stockholders or shareholders entitled to such dividend, distribution or other payment occurring during the period from and including the first day of any matter or event that is material to the business, assets, financial condition, or results Averaging Period through and including the fourth trading day after the last day of operations of its Existing Business, taken as a wholethe Averaging Period. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.