Common use of Interim Operation of the Business Clause in Contracts

Interim Operation of the Business. Except as otherwise contemplated by this Agreement or as set forth in Schedule 5.1, Seller covenants that until the earlier of the termination of this Agreement and the Closing, it will cause the Company to conduct the Business and its operations only in the ordinary course of business consistent with past practice and will cause the Company to use its reasonable best efforts to continue, in a manner consistent with the past practices of the Business, to maintain and preserve intact the Business and to keep available the services of its present officers and significant employees and to maintain its ordinary and customary relationships with its suppliers, customers and others having business relationships with it with a view toward preserving for Buyer the Business, the assets used therein and the goodwill associated therewith. Until the earlier of the termination of this Agreement and the Closing, Seller shall not, and shall cause the Company not to, without the prior written approval of Buyer (with respect to which Buyer will use its reasonable best efforts to respond to any request by Seller for such approval within three Business Days of receiving such request) or as otherwise contemplated by this Agreement (except with respect to clauses (d), (j), (t) or (u) below) or as expressly set forth in Schedule 5.1, take any of the following actions with respect to the Company or the Business: (a) amend the certificate of formation, limited liability company agreement or other constituent document of KRATON or any material Subsidiary of KRATON, or issue or sell or encumber or agree to issue or sell or encumber any equity interests in the Company, or any securities convertible into or exchangeable for equity interests in the Company, or issue or sell any options, warrants or other rights to acquire any equity interests in the Company; (b) sell, transfer, license, sublicense, lease, rent or otherwise dispose of or encumber any of the properties or assets pertaining to the Business, other than the sale of inventory and obsolete equipment in the ordinary course of business; (c) cancel any debts or waive any material claims or rights pertaining to the Business, except in the ordinary course of business; (d) make any award or grant under any Company Benefit Plan, grant or announce any increase in the compensation, bonuses or other benefits payable to any current or former directors, consultants, officers or employees of the Company, except for increases (i) in the ordinary course of business and consistent with past practice or (ii) as required by any Company Benefit Plan (as in effect on the date hereof) or applicable Law; (e) make any capital expenditure (on a book basis) or commitment, other than (A) in accordance with the Company’s existing capital expenditure plan as set forth on Schedule 5.1(e), or (B) to repair or maintain any assets, properties or facilities; (f) except with respect to endorsement of negotiable instruments in the ordinary course of business, incur, assume or guarantee any Indebtedness or enter into any swap or other off-balance sheet transaction for its own account, or enter into any economic arrangement having the economic effect of any of the foregoing, except for (A) purchase money borrowings in the ordinary course of business consistent with past practice, (B) borrowings under the Senior Credit Facility and (C) refundings of existing Indebtedness in the ordinary course of business consistent with past practice; (g) change in any material respect any tax elections (except as required by Law or U.S. GAAP) or settle or compromise any material Tax liability; (h) enter into any employment agreement in excess of $75,000 per year or for a term longer than two (2) years or enter into, adopt or amend in any material respect (except to the extent required to comply with applicable Law) any Employee Plan; (i) enter into, amend or terminate any Material Contract or waive or assign any material right thereunder; (j) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of limited liability company interests, capital stock or other ownership interests of the Company, except that any wholly-owned Subsidiary of KRATON may pay dividends to KRATON or to another wholly-owned Subsidiary of KRATON; or redeem or otherwise acquire any securities of the Company; (k) except as may be required as a result of a change in Law or in generally accepted accounting principles, including U.S. GAAP, change in any material respect any accounting, financial reporting, inventory, or credit allowance principle, practice, method or policy used by the Company; (l) fail to exercise any veto or similar rights to prevent Kraton JSR Elastomers K.K. or Societal S.A. from operating, or approve any actions of Kraton JSR Elastomers K.K.

Interim Operation of the Business. Except as otherwise contemplated by this Agreement or as set forth in Section 5.1 of the Disclosure Schedule 5.1or to the extent Buyer shall otherwise consent in writing, Seller covenants that until the earlier of the termination of this Agreement and the Closing, it will use all reasonable efforts to cause the Company to conduct the Business and its operations only in the ordinary course of business consistent with past practice and will cause the Company to use its reasonable best efforts to continue, in a manner consistent with the past practices of the Business, to maintain and preserve intact the Business and to keep available cause the services of its present officers and significant employees and Company to maintain its ordinary and customary relationships with its suppliers, customers and others having business relationships with it with a view toward preserving for Buyer the BusinessBuyer, the assets used therein Business and the goodwill associated therewith. Until the earlier of the termination of this Agreement and the Closing, Seller shall not, and shall cause the Company not to, without the prior written approval consent of Buyer (with respect to which Buyer will use its reasonable best efforts to respond to any request by Seller for such approval within three Business Days of receiving such request) or Buyer, except as otherwise contemplated by this Agreement (except with respect to clauses (d), (j), (t) or (u) below) Section 5.1 of the Disclosure Schedule or as expressly set forth in Schedule 5.1the Ordinary Course of Business, take any of the following actions with respect to the Company or the Business: (a) amend the certificate of formation, limited liability company agreement or other constituent document of KRATON or any material Subsidiary of KRATON, or Organizational Documents; (b) issue or sell or encumber or agree to issue or sell any shares of capital stock or encumber any equity interests in the Companyotherequity interests, or any securities convertible into or exchangeable for shares of capital stock or other equity interests in the Companyinterests, or issue or sell any options, warrants or other rights to acquire any shares of capital stock or other equity interests in the Companyinterests; (bc) declare or pay any dividends or distributions in respect of the capital stock of Ohmstede (other than payment of cash dividends); (d) sell, transfer, license, sublicense, lease, rent transfer or otherwise dispose of or encumber any of the its material properties or assets pertaining to the Businessassets, other than the sale of inventory and obsolete equipment (A) in the ordinary course Ordinary Course of businessBusiness or pursuant to an existing obligation or arrangement and (B) any slow moving, off-spec or obsolete inventory or equipment; (ce) cancel any debts Indebtedness or waive any material claims or rights pertaining to the Business, except in the ordinary course Ordinary Course of businessBusiness; (df) grant any increase or make any award or grant under any Company Benefit Plan, grant or announce any increase decrease in the compensation, bonuses or other benefits payable to any current or former directors, consultants, compensation of officers or employees of the CompanyCompany including without limitation, any compensation or other payment or payment obligation relating to or arising out of the Transactions, except for increases (i) in the ordinary course Ordinary Course of business Business and consistent with past practice or (ii) as required by any Company Benefit Plan (as in effect on the date hereof) or applicable Law; (eg) adopt, amend, modify, or terminate any Benefit Plan, except (A) as required by Law or (B) as is in the Ordinary Course of Business; (h) make any capital expenditure (on a book basis) or commitment, other than (A) in accordance with the Company’s existing capital expenditure plan as set forth on Schedule 5.1(e)Ordinary Course of Business, or (B) pursuant to existing commitments or business plans and (C) to repair or maintain any assets, properties or facilities; (fi) except with respect to endorsement of negotiable instruments in the ordinary course Ordinary Course of businessBusiness, incur, assume or guarantee any Indebtedness or enter into any swap or other off-balance sheet transaction for its own account, or enter into any economic arrangement having the economic effect of any of the foregoing, except for than (A) purchase money borrowings in the ordinary course of business consistent with past practiceborrowings, (B) borrowings under the Senior Credit Facility Company’s senior credit facility in the Ordinary Course of Business and (C) refundings of existing Indebtedness in the ordinary course of business consistent with past practiceIndebtedness; (gj) change enter into a plan of consolidation, merger, share exchange or reorganization with any Person or adopt a plan of complete or partial liquidation; (k) make any acquisition of or investment in any other Person, by purchase or other acquisition of stock or other equity interests, by merger, consolidation, asset purchase or other business combination, or by formation of any joint venture or other business organization or by contributions to capital; (l) make any material respect any tax elections (changes in its accounting methods, practices or policies, except as required by under Law or U.S. GAAP; (m) settle or compromise any litigation, (i) relating to this Agreement or the Transactions or (ii) that is otherwise material to the Company, taken as a whole, other than, in the case of matters covered by clause (ii), settlements or compromises in the Ordinary Course of Business or to the extent reflected or reserved against in, or contemplated by, the Financial Statements (or the notes thereto); (n) change or make any material Tax elections (unless required by applicable Law), make any material changes to its method of Tax accounting (unless required by applicable Law), file any material amended Tax Return, or settle or compromise any material Tax liabilityliability or agree to any extension of the statute of limitations; (h) enter into any employment agreement in excess of $75,000 per year or for a term longer than two (2) years or enter into, adopt or amend in any material respect (except to the extent required to comply with applicable Law) any Employee Plan; (io) enter into, or amend or terminate any Material Contract or waive or assign any material right thereunderexcept in the Ordinary Course of Business; (jp) declare, set aside accelerate the collection of accounts receivable or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect delay the payment of limited liability company interests, capital stock or other ownership interests of the Company, except that any wholly-owned Subsidiary of KRATON may pay dividends to KRATON or to another wholly-owned Subsidiary of KRATON; or redeem or otherwise acquire any securities of the Companyaccounts payable; (kq) except as may take or omit to take any action that would cause any of the representations and warranties in Article III to be required as a result of a change in Law or in generally accepted accounting principles, including U.S. GAAP, change in any material respect any accounting, financial reporting, inventoryuntrue at, or credit allowance principleas of any time prior to, practicethe Closing Date; (r) take or omit to take any action which, method if taken or policy used by omitted to be taken between the Company; (l) fail Balance Sheet Date and the date of this Agreement would have been required to exercise any veto or similar rights to prevent Kraton JSR Elastomers K.K. or Societal S.A. from operating, or approve any actions be disclosed on Section 3.7 of Kraton JSR Elastomers K.K.the Disclosure Schedule; or

Interim Operation of the Business. Except as otherwise contemplated by this Agreement or as set forth in Schedule 5.17.01, each Seller covenants that until and agrees that, between the earlier of the termination of this Agreement date hereof and the ClosingClosing Date, it will cause such Seller (i) shall conduct and use the Company to conduct the Business and its operations only Purchased Assets in the ordinary course of business consistent with past practice such Seller’s customary practice, and will (ii) shall service and collect (or cause to be serviced and collected) the Company portfolio of Purchased Loans in compliance in all material respects with (A) the Evidences of Debt, as may be amended by or reflected on the CML Servicing Systems or any Attorney Ledgers maintained with respect to use its reasonable best efforts to continuethe Loans, in a manner (B) all applicable Laws and (C) consistent with the past its customary servicing practices for such Loans, except in each case for instances of non-compliance, omissions or inconsistencies of the Businesstype and in the quantities in all material respects as set forth in the OPUS Loan File Review Report as extrapolated to the entire portfolio of Loans based on the statistical sampling methodology described in the KPMG Report. Without limiting the generality of the immediately preceding sentence, to maintain except as set forth in Schedule 7.01, each Seller covenants and preserve intact agrees that, between the Business and to keep available the services of its present officers and significant employees and to maintain its ordinary and customary relationships with its suppliers, customers and others having business relationships with it with a view toward preserving for Buyer the Business, the assets used therein date hereof and the goodwill associated therewith. Until the earlier of the termination of this Agreement and the Closing, Seller shall not, and shall cause the Company not toClosing Date, without the prior written approval consent of Buyer Purchaser (with respect to which Buyer will use its reasonable best efforts to respond to any request by Seller for such approval within three Business Days of receiving such request) consent shall not be unreasonably withheld, conditioned or as otherwise contemplated by this Agreement (except with respect to clauses (ddelayed), (j), (t) or (u) below) or solely as expressly set forth in Schedule 5.1, take any of the following actions with respect it relates to the Company or the BusinessPurchased Assets, such Seller shall not: (a) amend the certificate of formation, limited liability company agreement or other constituent document of KRATON or any material Subsidiary of KRATON, or issue or sell or encumber or agree to issue or sell or encumber any equity interests in the Company, or any securities convertible into or exchangeable for equity interests in the Company, or issue or sell any options, warrants or other rights to acquire any equity interests in the Company; (b) sell, transfer, license, sublicense, lease, rent or otherwise dispose of or encumber any of the properties or assets pertaining to the Business, other than the sale of inventory and obsolete equipment in the ordinary course of business; (c) cancel any debts or waive any material claims or rights pertaining related to the Business, except in Loans or the ordinary course of business; (d) make any award or grant under any Company Benefit Plan, grant or announce any increase in the compensation, bonuses or other benefits payable to any current or former directors, consultants, officers or employees of the Company, except for increases (i) in the ordinary course of business and consistent with past practice or (ii) as required by any Company Benefit Plan (as in effect on the date hereof) or applicable Law; (e) make any capital expenditure (on a book basis) or commitmentPurchased Contracts, other than (A) in accordance with the Company’s existing capital expenditure plan as set forth on Schedule 5.1(e), or (B) to repair or maintain any assets, properties or facilities; (f) except with respect to endorsement of negotiable instruments in the ordinary course of business, incur, assume or guarantee any Indebtedness or enter into any swap or other off-balance sheet transaction for its own account, or enter into any economic arrangement having the economic effect of any of the foregoing, except for (A) purchase money borrowings in the ordinary course of business consistent with past such Seller’s customary practice; (b) modify, (B) borrowings under amend or terminate, or release, assign or waive any material rights or claims under, or materially accelerate or delay the Senior Credit Facility and (C) refundings of existing Indebtedness performance under, any Loan Document, other than in the ordinary course of business consistent with such Seller’s customary practice; (c) (i) modify or amend any Purchased Contract, other than administrative changes, (ii) terminate any Purchased Contract or (iii) other than in the ordinary course of business consistent with such Seller’s customary practice, release, assign or waive any rights or claims under any Purchased Contract; (d) transfer, sell, surrender, divest or otherwise dispose of any of the Loans, other than pursuant to the terms of any Forward Flow Agreement; (e) impose or suffer to be imposed any Encumbrance on any of the Purchased Assets, other than Permitted Encumbrances; (f) prepare or file any Tax Return related solely to the Purchased Assets that is inconsistent with the past practicecustomary practice of the applicable Seller 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 prepared or filing similar Tax Returns in prior periods; (g) change in make any material respect any tax elections (except changes in its policies and practices as required by Law or U.S. GAAP) or settle or compromise any material Tax liability;servicer of the Loans; or (h) enter into agree, whether in writing or otherwise, to do any employment agreement of the foregoing. Notwithstanding anything in excess of $75,000 per year or for a term longer than two (2) years or enter into, adopt or amend in any material respect (except this Agreement to the extent required to comply with applicable Law) any Employee Plan; contrary, nothing shall prohibit (i) enter intoany Seller from charging-off any Loans in the ordinary course of business consistent with such Seller’s customary practice, amend (ii) any Seller from performing any charge-off reversals or terminate payment reversals with respect to any Material Contract Loans in the ordinary course of business consistent with such Seller’s customary practice or waive or assign (iii) Sellers and their respective Affiliates from closing, and ceasing to perform any material right thereunder; (j) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of limited liability company interests, capital stock or other ownership interests servicing of the CompanyLoans from, except that any wholly-owned Subsidiary of KRATON may pay dividends to KRATON or to another wholly-owned Subsidiary of KRATON; or redeem or otherwise acquire any securities of the Company; (k) except as may be required as a result of a change in Law or in generally accepted accounting principles, including U.S. GAAP, change in any material respect any accounting, financial reporting, inventory, or credit allowance principle, practice, method or policy used by the Company; (l) fail to exercise any veto or similar rights to prevent Kraton JSR Elastomers K.K. or Societal S.A. from operating, or approve any actions of Kraton JSR Elastomers K.K.Chesapeake Facility.

Interim Operation of the Business. Except as otherwise contemplated by this Agreement or as set forth in Schedule 5.1Purchase Agreement, Seller the Company covenants that until the earlier of the termination of this Purchase Agreement and the Closing, it will, and it will cause the Company to PB Companies to, conduct the Business its business and its operations only in the ordinary course of business consistent with past practice and will use, and will cause the Company PB Companies to use its use, reasonable best efforts to continue, in a manner consistent with the past practices of the Businesspractices, to maintain and preserve intact the Business its business and to keep available the services of its present officers and significant employees and to maintain its ordinary and customary relationships with its suppliers, customers and others having business relationships with it with a view toward preserving for Buyer the Businessbusiness, the assets used therein and the goodwill associated therewith. Until Without limiting the generality of the foregoing, until the earlier of the termination of this Purchase Agreement and the Closing, Seller the Company shall not, and shall cause the Company PB Companies not to, without the prior written approval of Buyer (with respect to which Buyer will use its reasonable best efforts to respond to any request by Seller for such approval within three Business Days of receiving such request) or as otherwise contemplated by this Agreement (except with respect to clauses (d), (j), (t) or (u) below) or as expressly set forth in Schedule 5.1Investor, take any of the following actions with respect to the Company or the Businessactions: (a) amend enter into any direct or indirect transaction with an Affiliate of the certificate Company or a family member or an Affiliate thereof or any entity in which an Affiliate has an interest as a director, officer, or greater than 5% shareholder (including the purchase, sale, lease or exchange of formationany property, limited liability company or rendering of any service or modification or amendment of any existing agreement or other constituent document arrangement); (A) remove the chief executive officer or president (or, if there are no officers with such titles, the officers whose responsibility is executive oversight of KRATON the operations of any PB Company) or any material Subsidiary of KRATONexecutive vice president, or issue appoint any Person to fill a vacancy in any such office, (B) approve any new, or sell terminate or encumber modify any existing (x) executive, officer and director compensation plans or agree agreements or (y) other employee compensation or benefit plan, agreement or arrangement, including any stock option plan, (C) increase the compensation of any present or former director, officer or employee of any PB Company (except as required by applicable law), (D) grant any severance or termination pay to issue any present or sell former officer or encumber employee of any PB Company, (E) loan or advance any money or other property to any officer of any PB Company (other than loans or advances for payment of business expenses in the ordinary course of business), or (F) grant any equity interests in or equity-based awards, including any stock options; (c) change the number of directors or the composition or structure of the Board or any Board committee or establish any Board committees and appointments thereto; (d) increase or decrease the total number of authorized or issued shares of capital stock; (e) authorize, create (by way of reclassification or otherwise) or issue any equity securities of the Company, including the Common Stock or any other voting securities convertible into or exchangeable for equity interests in the Company, or issue or sell any options, warrants or other rights to acquire any equity interests in of the Company; (bf) (A) merge or consolidate with or into any other Person, or acquire another Person, whether in a single transaction or series of related transactions or (B) enter into or approve any proposed transaction or series of related transactions involving a Change of Control Transaction; (g) redeem, acquire or otherwise purchase any share of capital stock of any PB Company, unless, in the case of any Preferred Stock, such redemption, acquisition or purchase is required by the terms of such Preferred Stock; (h) sell or issue any PB Companies' securities to any third party (other than the Company or any other wholly owned subsidiary of the Company); (i) amend, repeal or alter the Company's Amended and Restated Charter or Amended and Restated Bylaws; (j) sell or transfer any of the PB Companies' technology or other Intellectual Property Rights to any other Person, other than in the ordinary course of business; (k) sell, transfer, license, sublicense, lease, rent or otherwise dispose of or encumber any of the properties or assets pertaining to the BusinessAssets of any PB Company, other than the sale of inventory and obsolete equipment in the ordinary course of business; (cl) cancel any debts Debts or waive any material claims or rights pertaining to the Businessany PB Company, except in the ordinary course of business; (d) make any award or grant under any Company Benefit Plan, grant or announce any increase in the compensation, bonuses or other benefits payable to any current or former directors, consultants, officers or employees of the Company, except for increases (i) in the ordinary course of business and consistent with past practice or (ii) as required by any Company Benefit Plan (as in effect on the date hereof) or applicable Law; (e) make any capital expenditure (on a book basis) or commitment, other than (A) in accordance with the Company’s existing capital expenditure plan as set forth on Schedule 5.1(e), or (B) to repair or maintain any assets, properties or facilities; (f) except with respect to endorsement of negotiable instruments in the ordinary course of business, incur, assume or guarantee any Indebtedness or enter into any swap or other off-balance sheet transaction for its own account, or enter into any economic arrangement having the economic effect of any of the foregoing, except for (A) purchase money borrowings in the ordinary course of business consistent with past practice, (B) borrowings under the Senior Credit Facility and (C) refundings of existing Indebtedness in the ordinary course of business consistent with past practice; (g) change in any material respect any tax elections (except as required by Law or U.S. GAAP) or settle or compromise any material Tax liability; (h) enter into any employment agreement in excess of $75,000 per year or for a term longer than two (2) years or enter into, adopt or amend in any material respect (except to the extent required to comply with applicable Law) any Employee Plan; (im) enter into, amend or terminate any Material Contract Agreement or waive or assign any material right thereunderthereunder except in the ordinary course of business; (j) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of limited liability company interests, capital stock or other ownership interests of the Company, except that any wholly-owned Subsidiary of KRATON may pay dividends to KRATON or to another wholly-owned Subsidiary of KRATON; or redeem or otherwise acquire any securities of the Company; (kn) except as may be required as a result of a change in Law or in generally accepted accounting principles, including U.S. GAAP, change in any material respect any accounting, financial reporting, inventory, or credit allowance principle, practice, method or policy used by the CompanyPB Companies; (lo) compromise or settle any lawsuit or claim (including any lawsuit or claim involving as a party any Governmental Authority) if such settlement involves (i) aggregate payments by any PB Company in respect of all such lawsuits or claims after the Closing (or forgiveness of amounts payable to any PB Company) in excess of $100,000 or (ii) any material effect on the conduct of the Company's business or operations; (p) fail to exercise pay accounts payable and other obligations, when they become due and payable, in the ordinary course of business; (q) fail to maintain in full force and effect insurance comparable in amount and scope of coverage to insurance now carried by it; (r) fail to file any veto Tax return when due (or, alternatively, fail to file for any available extension) or similar rights fail to prevent Kraton JSR Elastomers K.K. cause such Tax returns when filed to be complete and accurate in all material respects; or (s) enter into any arrangement or Societal S.A. from operating, or approve contract to do any actions of Kraton JSR Elastomers K.K.the foregoing.

Interim Operation of the Business. Except as otherwise contemplated by this Agreement (including Section 5.11) or as set forth in Schedule 5.1, Seller covenants that until the earlier of the termination of this Agreement and the Closing, it will use all reasonable efforts to cause the Company to conduct the Business and its operations only in the ordinary course of business consistent with past practice and will cause the Company to use its reasonable best efforts Companies to continue, in a manner consistent with the past practices of the Business, to maintain and preserve intact the Business and to keep available cause the services of its present officers and significant employees and Companies to maintain its their ordinary and customary relationships with its their suppliers, customers and others having business relationships with it them with a view toward preserving for Buyer Buyer, the Business, the assets used therein and the goodwill associated therewith. Until the earlier of the termination of this Agreement and the Closing, Seller shall not, and shall cause the Company Companies not to, without the prior written approval of Buyer (with respect to which Buyer will use its reasonable best efforts to respond to any request by Seller for such approval within three Business Days of receiving such requestshall not be unreasonably withheld or delayed) or as otherwise contemplated by this Agreement (except with respect to clauses (d), (j), (t) or (u) below) or as expressly set forth in Schedule 5.1, take any of the following actions with respect to the Company Companies or the Business: (a) amend the certificate of formation, limited liability company agreement incorporation or other constituent document of KRATON or any material Subsidiary of KRATONby-laws, or issue or sell or encumber or agree to issue or sell or encumber any equity interests in the additional shares of any Company, or any securities convertible into or exchangeable for any equity interests in the any Company, or issue or sell any options, warrants or other rights to acquire any equity interests in the any Company; (b) sell, transfer, license, sublicense, lease, rent transfer or otherwise dispose of or encumber any of the properties or assets pertaining to the Business, other than the sale of inventory and obsolete equipment (i) in the ordinary course of businessbusiness or pursuant to an existing obligation or arrangement and (ii) any slow moving, off-spec or obsolete inventory or equipment; (c) cancel any material debts or waive any material claims or rights pertaining to the Business, except in the ordinary course of business; (d) make any award or grant under any Company Benefit Plan, grant or announce any increase in the compensation, bonuses or other benefits payable to compensation of any current or former directors, consultants, officers or employees of the Company, Company Employee except for increases (i) in the ordinary course of business and consistent with past practice or (ii) as required by any Company Benefit Plan (as in effect on the date hereof) or applicable Law; (e) amend or adopt any Company Benefit Plan or materially increase the benefits payable under any Company Benefit Plan to any Company Employee; (f) make any material capital expenditure (on a book basis) or commitment, other than (Ai) in accordance the ordinary course of business consistent with the Company’s past practice to service new or existing capital expenditure plan as set forth on Schedule 5.1(e)customers, (ii) pursuant to existing commitments or business plans that have previously been provided to Buyer in writing, (Biii) to repair or maintain any assets, properties or facilities, and (iv) in an amount not to exceed $200,000 in the aggregate to the extent not covered in the foregoing clauses (i) through (iii); (fg) except with respect to endorsement of negotiable instruments in the ordinary course of business, incur, assume or guarantee any Indebtedness or enter into any swap or other off-balance sheet transaction for its own account, or enter into any economic arrangement having the economic effect of any of the foregoing, except for (A) purchase money borrowings in the ordinary course of business consistent with past practice, (B) borrowings under the Senior Credit Facility and (C) refundings of existing Indebtedness in the ordinary course of business consistent with past practiceborrowed money; (gh) make or change in any material respect any tax elections (elections, or file any amended Tax Returns that would increase the Companies’ Tax liability in any material respect, in each case except as required by Law or U.S. GAAP) or settle or compromise any material Tax liability; (h) enter into any employment agreement in excess of $75,000 per year or for a term longer than two (2) years or enter into, adopt or amend in any material respect (except to the extent required to comply with applicable Law) any Employee Plan; (i) enter into any material employment agreement; (j) enter into, amend in any material respect that is adverse to the Business or the Companies, or terminate any Material Contract except for the renewal or waive or assign any material right thereunder; (j) declare, set aside or pay any dividend entry into new customer or other distribution (whether contracts in cash, stock or property or any combination thereof) in respect the ordinary course of limited liability company interests, capital stock or other ownership interests of the Company, except that any wholly-owned Subsidiary of KRATON may pay dividends to KRATON or to another wholly-owned Subsidiary of KRATONbusiness; or redeem or otherwise acquire any securities of the Company;or (k) except as may be required as a result agree, whether in writing or otherwise, to do any of a change in Law or in generally accepted accounting principles, including U.S. GAAP, change in any material respect any accounting, financial reporting, inventory, or credit allowance principle, practice, method or policy used by the Company; (l) fail to exercise any veto or similar rights to prevent Kraton JSR Elastomers K.K. or Societal S.A. from operating, or approve any actions of Kraton JSR Elastomers K.K.foregoing.