Common use of Interim Operations Clause in Contracts

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the First Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the First Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the First Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the First Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior until the earlier to occur of the First termination of this Agreement pursuant to Article VII and the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) otherwise expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letterand except as required by applicable Laws), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course consistent with past practice and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use their respective reasonable best efforts to (i) preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entitiesmembers, lenders, licensors, licensees, customers, suppliers, distributors, licensors, creditors, lessors, employees employees, labor organizations and similar organizations and other business associates relationships they may have, (ii) timely renew existing customer supply agreements consistent with past practice and others having material business dealings enter into supply agreements with it new customers in the ordinary course of business, (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisersiii) and keep available the services of the Company its and its Subsidiaries’ present employees and agents, (iv) maintain normal levels of net working capital, and (v) maintain in effect Licenses issued or granted by a Governmental Entity. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VII and prior to the First Effective Time, except (A) as otherwise expressly required by this Agreement and except as required by applicable LawLaws, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), ) or (C) as expressly disclosed set forth in Section 6.1(a) 5.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date hereof and until the earlier of the termination of this Agreement and prior pursuant to its terms or the First Effective Time (unless Parent Buyer shall otherwise approve in writingapprove, which such approval shall not to be unreasonably withheldwithheld if the request relates to any matters other than those described in clauses (i), conditioned (iii), (iv), (x), (xi), or delayed(xv) below), except as otherwise expressly contemplated by this Agreement and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Laws, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary course consistent with past practices and, subject to compliance with the specific matters set forth belowextent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, material customers, suppliers, distributors, licensors, creditors, lessors, key employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company its and its Subsidiaries’ present employees key employees, to maintain all of its material operating assets in their current condition (normal wear and agentstear excepted) and to maintain and preserve its business organization and its material rights and franchises. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior until the earlier of the termination of this Agreement pursuant to its terms or the First Effective Time, except (A1) as otherwise expressly required by this Agreement, (2) upon at least twenty-four hours prior written notice delivered to Buyer (if feasible), as may be required by applicable LawLaws (including the rules of NASDAQ), (B3) as Parent Buyer may approve in writing (approve, such approval not to be unreasonably withheld, conditioned or delayedwithheld if the request relates to any matters other than those matters described in clauses (i), (Ciii), (iv), (x), (xi), or (xv) below, or (4) as expressly disclosed set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The From the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, the Company covenants and agrees as to itself and its Subsidiaries thatthat it will use its commercially reasonable efforts, from and after the execution date of this Agreement and prior to until the First Effective Time (Time, unless Parent shall otherwise approve in writing, which approval to cause the business of it and its Subsidiaries to be conducted, in all material respects, in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, it and its Subsidiaries shall not be unreasonably withhelduse their respective commercially reasonable efforts to (a) preserve their business organizations, conditioned or delayed, assets and except as (1) required by applicable Lawlines of business intact, (2b) expressly required by this Agreement or (3) otherwise expressly disclosed maintain in Section 6.1(a) effect all of their foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations that are material to the Company Disclosure Letter)and its Subsidiaries, taken as a whole, (c) maintain all leases and all personal property (reasonable wear and tear excepted) that are material to the Company shall use and its reasonable best efforts Subsidiaries, taken as a whole, used by the Company and its Subsidiaries and necessary to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice (but with no obligation to renew or extend any lease or to otherwise exercise any rights or options it may have under any lease, including but not limited to rights to purchase or increase or decrease its current properties) and each of the Company (d) maintain in all material respects its and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the their existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement until the earlier of the Effective Time and prior to the First Effective Timetermination of this Agreement in accordance with its terms, except (A) as otherwise expressly required by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed)writing, (C) as expressly disclosed required by applicable Laws or definitive interpretations thereof or by any Governmental Entity, or (D) as set forth in Section 6.1(a4.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall not will not, and will not permit any of its Subsidiaries Subsidiaries, to:

Interim Operations. (a) The Each of the Company and EFIH covenants and agrees as to itself and each of its Subsidiaries (other than the Oncor Entities, subject to Section 6.23), and any entities that are to be, and actually are, contributed to Reorganized TCEH pursuant to the Plan of Reorganization) that, from and after except (i) as otherwise specifically permitted by the execution provisions of this Agreement and prior to the First Effective Time Agreement, (unless ii) as Parent shall otherwise may approve in writingwriting (such approval, which approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), and except (iii) as (1) is required by any applicable LawLaw or any Order (as defined below) of any Governmental Entity, (2iv) expressly required by this Agreement or (3) otherwise expressly disclosed as set forth in Section 6.1(a) of the Company Disclosure Letter), (v) as required by the Company Bankruptcy Court or the Bankruptcy Code, and (vi) as required pursuant to the Plan of Reorganization, in each case after the date hereof and prior to the earlier of the Termination Date (as defined below) and the First Closing Date, (w) the businesses of the Company, EFIH and their respective Subsidiaries (other than the Oncor Entities, subject to Section 6.23) shall be conducted in the ordinary course of business in all material respects and in accordance with the Bankruptcy Code and the Orders of the Bankruptcy Court and (x) each of the Company, EFIH and their respective Subsidiaries (other than the Oncor Entities, subject to Section 6.23) shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve intact its business organization intact and maintain the existing relations and goodwill relationships with Governmental Entitiesemployees, customers, suppliers, distributors, licensors, creditors, lessors, employees suppliers and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agentsGovernmental Entities. Without limiting the generality ofof the preceding provisions of this Section 6.1(a), and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement until the earlier of the Termination Date and prior to the First Effective TimeClosing Date, except (A) as required otherwise specifically permitted by applicable Lawthe provisions of this Agreement, (B) as Parent may approve in writing (such approval approval, not to be unreasonably withheld, conditioned delayed or delayedconditioned), (C) as expressly disclosed is required by any applicable Law or any Order of any Governmental Entity, (D) as set forth in Section 6.1(a) of the Company Disclosure Letter Letter, (E) as required by the Bankruptcy Court or the Bankruptcy Code, or (DF) as expressly provided for in this Agreementrequired pursuant to the Plan of Reorganization, each of the Company shall and EFIH will not and will not permit any of its respective Subsidiaries (other than the Oncor Entities, subject to Section 6.23, and any entities that are to be, and actually are, contributed to Reorganized TCEH pursuant to the Plan of Reorganization) to:

Interim Operations. (a) The Company covenants and agrees as to itself that it will, and will cause its Subsidiaries thatto, from and after the execution of this Agreement date hereof and prior to the First earlier of the termination of this Agreement or the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1otherwise required by this Agreement) and except as required by applicable LawLaws, conduct its and its Subsidiaries’ business in the ordinary course consistent with past practice (2including in respect of underwriting, pricing, claims handling, loss control, investment, actuarial and reserving guidelines, practices, principles, methods and policies) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and their existing relationships with customers, suppliers, Agents, creditors, lessors, officers, employees, business associates and others with whom business relationships exist, and keep available the services of its and its Subsidiaries’ present employees. Parent, Merger Sub and the Company Disclosure Letter), acknowledge and agree that any actions taken by the Company to pursue its expansion plans substantially consistent with its 2007 budget and timetable as presented to Parent, shall use its reasonable best efforts be deemed to conduct its business and the business of its Subsidiaries be taken in the ordinary course of business consistent with past practice and each for purposes of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agentsthis Agreement. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the First Effective Time, except (A) as otherwise expressly required by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned withheld or delayed), ) or (C) as expressly disclosed set forth in Section 6.1(a) Schedule 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date hereof and until the earlier to occur of the termination of this Agreement and prior to or the First Effective Time (unless except (A) as otherwise expressly contemplated by this Agreement or the Transactions, (B) as Parent shall otherwise may approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except (C) as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed set forth in Section 6.1(a) 6.1 of the Company Disclosure LetterLetter or (D) as required by applicable Laws), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company its and its Subsidiaries’ ' present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior until the earlier to occur of the First termination of this Agreement or the Effective Time, except (A) as required otherwise expressly contemplated by applicable Lawthis Agreement or the Transactions, (B) as Parent may approve in writing (such writing, which approval shall not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this Agreementrequired by applicable Laws, the Company shall will not and will not permit its Subsidiaries to: adopt or propose any change in its certificate of incorporation or bylaws or other applicable governing instruments; merge, consolidate, restructure, reorganize or completely or partially liquidate the Company or any of its Subsidiaries with any other Person, except for any such transactions among wholly owned Subsidiaries of the Company, or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses, except in each case with respect to any sale to a third party, or liquidation, of Campus Outfitters, L.L.C. so long as the net cash flow generated from such sale or liquidation of Campus Outfitters, L.L.C. (including any cash needed to pay any liabilities or obligations incurred in connection with or arising as a result of such sale or liquidation) is not less than negative $300,000; provided, that in the case of a sale of the membership interests or material assets of Campus Outfitters, L.L.C. (A) for purposes of calculating the net cash flow, if the purchaser forgives any amounts owed by the Company to such purchaser, then the amount forgiven shall be deemed a receipt of cash in such amount and (B) the terms of such sale shall be reasonably acceptable to Parent; acquire assets outside of the ordinary course of business from any other Person with a value or purchase price in the aggregate in excess of $25,000 in any transaction or series of related transactions, other than acquisitions pursuant to Material Contracts in effect as of the date of this Agreement or pursuant to Section 6.1(a)(x) below; issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of, any shares of capital stock of the Company or any of its Subsidiaries (other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than upon the exercise of Company Options or warrants or rights to purchase Shares that are outstanding on the date of this Agreement; create or incur any Lien on any assets of the Company or any of its Subsidiaries having a value in excess of $25,000; make any loans, advances, guarantees 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 $25,000 in the aggregate; declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or indirect wholly owned Subsidiary to the Company or to any other direct or indirect wholly owned Subsidiary or enter into any agreement with respect to the voting of its capital stock); reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock, except upon exercise of any Company Options outstanding as of the date hereof; incur any indebtedness for borrowed money or guarantee such indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company or any of its Subsidiaries, except for indebtedness for borrowed money incurred under the Loan Agreement; make or authorize any capital expenditure in excess of $50,000, individually or in the aggregate; enter into any Contract that would have been a Material Contract had it been entered into prior to this Agreement; make any changes with respect to accounting policies or procedures, except as required by changes in GAAP; settle any litigation or other proceedings for an amount in excess of $25,000 (net of insurance coverage) or any obligation or liability of the Company in excess of such amount; amend, modify or terminate any Material Contract, or cancel, modify or waive any debts or claims held by it or waive any rights having in each case a value in excess of $25,000; make any material Tax election, change an annual accounting period, file any amended material Tax Return, enter into any material closing agreement, waive or extend any statute of limitation with respect to material Taxes, settle or compromise any material Tax liability, claim or assessment (other than the payment in the ordinary course of business of Taxes that are due and payable), or surrender any right to claim a refund of material Taxes; transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any assets, licenses (other than licenses to customers that lapse or expire in accordance with their terms), operations, rights, product lines, businesses or interests therein of the Company or its Subsidiaries, including capital stock of any of its Subsidiaries, except (A) in connection with the sale of Company products and services provided in the ordinary course of business, (B) sales of obsolete assets or (C) sales, leases, licenses or other dispositions of assets not included in clauses (A) or (B) above with a fair market value not in excess of $50,000 in the aggregate; except as required pursuant to existing written, binding agreements, policies or benefit plans in effect prior to the date of this Agreement and set forth in Section 5.1(i)(i) or Section 5.1(i)(viii) of the Company Disclosure Letter, or as otherwise required by applicable Law, (A) grant or provide any severance or termination payments or benefits to any director, officer, employee or other service provider of the Company or any of its Subsidiaries, (B) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to:, or make any new equity awards to any director, officer, employee or other service provider of the Company or any of its Subsidiaries, except for increases in base salary for employees earning less than $75,000 annually in the ordinary course of business consistent with past practices, (C) establish, adopt, amend or terminate any Benefit Plan or amend the terms of any outstanding equity-based awards, (D) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan, to the extent not already provided in any such Benefit Plan, (E) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan or to 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 (F) make or forgive any loans to directors, officers or employees of the Company or any of its Subsidiaries; knowingly take any action or omit to take any action that is reasonably likely to result in any of the conditions to the Offer set forth in Exhibit 1 not being satisfied or the conditions to the Merger set forth in Article VII not being satisfied; or agree, authorize or commit to do any of the foregoing. Prior to making any written or material oral communications to officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the Transactions, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and Parent and the Company shall reasonably cooperate in providing any such mutually agreeable communication. Parent shall not knowingly take any action or omit to take any action that is reasonably likely to result in any of the conditions to the Offer set forth in Exhibit 1 not being satisfied or the conditions to the Merger set forth in Article VII not being satisfied.

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, that from and after the execution date of this Agreement and prior to the First Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Time, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in -35- the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company's existing relations and goodwill with Governmental Entities, customers, suppliers, regulators, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it in each case unless Parent shall approve in writing (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertiserswhich approval will not be unreasonably withheld or delayed) and keep available except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the services Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Cingular, YP.com or any of their respective Subsidiaries. For the avoidaxxx xx doubt, any reference in this Section 6.1(a) to an aggregate amount with respect to the Company and its Subsidiaries’ present employees Subsidiaries shall be deemed to refer to the Company and agentsits Subsidiaries on a consolidated basis. Without limiting the generality of, and in furtherance of, the foregoing, the The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the First Effective Time, except Time (A) as required by applicable Law, (B) as unless Parent may shall otherwise approve in writing (such which approval will not to be unreasonably withheld, conditioned withheld or delayed), (C) and except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:Letter):

Interim Operations. Except (a1) The as required by applicable Law, (2) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (3) as expressly disclosed in Section 6.1 of the Company Disclosure Letter, or (4) as expressly required by this Agreement, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the First earlier of (x) the Effective Time or (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1y) required by applicable Law, (2) expressly required by termination of this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)accordance with Article VIII, the Company shall use its commercially reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business business, and, to the extent consistent with past practice therewith and subject to the restrictions contemplated in this Section 6.1(a), the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (A) preserve substantially intact its and its Subsidiaries’ business organizations, goodwill, assets, properties and Contracts (B) maintain its existence in good standing under the Laws of its incorporation or formation, (C) keep available the services of its current officers and employees, and (D) preserve its existing relationships with its material customers, suppliers, licensors, licensees, distributors, lessors and other Persons with which the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its have business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agentsrelations. Without limiting the generality of, and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the First Effective Time, except (A1) as required by applicable Law, (B2) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C3) as expressly disclosed in Section 6.1(a) 6.1 of the Company Disclosure Letter corresponding to the applicable clause below, or (D4) as expressly provided for in required by this Agreement, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the earlier of (x) the Effective Time or (y) termination of this Agreement in accordance with Article VIII, Company shall not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company Each of the Partnership and Parent covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the First Effective Time (unless Parent or the Partnership, as applicable, shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld, conditioned or delayed)), and except as (1) otherwise expressly contemplated by this Agreement, as provided in any Contract in effect as of the date of this Agreement, or as required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company it and its Subsidiaries shallshall be conducted in the Ordinary Course and, subject to compliance with the specific matters set forth belowextent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agentsassociates. Without limiting the generality of, of and in furtherance of, of the foregoing, from the Company covenants and agrees date of this Agreement until the Effective Time, except as to itself and its Subsidiaries thatotherwise expressly: (a) contemplated by this Agreement; (b) contemplated by any Contract entered into prior to, from and concurrently with or after the date of this Agreement and prior by Parent with respect to the First Effective TimeOther Parent Transactions (as such Contract may be amended, except supplemented or otherwise modified from time to time); (Ac) as required by applicable LawLaw or the terms of any Partnership Material Contract or Parent Material Contract, as applicable; (Bd) as Parent may approve approved in writing (such which approval shall not to be unreasonably withheld, conditioned or delayed)) by the other Party; or (e) set forth in the corresponding subsection of Section 8.1 of the Partnership Disclosure Letter, (C) as expressly disclosed it relates to the Partnership and its Subsidiaries, or in Section 6.1(a) 8.1 of the Company Parent Disclosure Letter or (D) Letter, as expressly provided for in this Agreementit relates to Parent and its Subsidiaries, the Company each Party, on its own account, shall not and will shall not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, that from and after the execution date of this Agreement and prior to the First Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Time, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company’s existing relations and goodwill with Governmental Entities, customers, suppliers, regulators, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it in each case unless Parent shall approve in writing (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertiserswhich approval will not be unreasonably withheld or delayed) and keep available except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the services Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Xxxxxxxx, XX.xxx or any of their respective Subsidiaries. For the avoidance of doubt, any reference in this Section 6.1(a) to an aggregate amount with respect to the Company and its Subsidiaries’ present employees Subsidiaries shall be deemed to refer to the Company and agentsits Subsidiaries on a consolidated basis. Without limiting the generality of, and in furtherance of, the foregoing, the The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the First Effective Time, except Time (A) as required by applicable Law, (B) as unless Parent may shall otherwise approve in writing (such which approval will not to be unreasonably withheld, conditioned withheld or delayed), (C) and except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:Letter):

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, that from and after the execution date of this Agreement and prior to the First Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Time, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company's existing relations and goodwill with Governmental Entities, customers, suppliers, regulators, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it in each case unless Parent shall approve in writing (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertiserswhich approval will not be unreasonably withheld or delayed) and keep available except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the services Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Cingular, YP.com or any of their respective Subsidiaries. For the avoxxxxxx of doubt, any reference in this Section 6.1(a) to an aggregate amount with respect to the Company and its Subsidiaries’ present employees Subsidiaries shall be deemed to refer to the Company and agentsits Subsidiaries on a consolidated basis. Without limiting the generality of, and in furtherance of, the foregoing, the The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the First Effective Time, except Time (A) as required by applicable Law, (B) as unless Parent may shall otherwise approve in writing (such which approval will not to be unreasonably withheld, conditioned withheld or delayed), (C) and except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:Letter):

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement date hereof and prior to the First Effective Time (unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, delayed or conditioned or delayedunless such approval may be withheld in Parent’s sole discretion as and to the extent expressly noted below)), and except as (1) required by applicable Law, (2) otherwise expressly required contemplated by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)required by applicable Laws, the Company shall use its reasonable best efforts to conduct its business and the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course of business consistent with past practice practice, and each of to the Company extent consistent therewith, it and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective commercially reasonable best efforts to preserve its their business organization intact and organizations intact, maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agentsassociates. Without limiting the generality ofof the foregoing, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the First Effective Time, except (A) as required otherwise contemplated or specifically permitted by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned), provided, however, that the approval of Parent shall be deemed to have been given if Parent does not object within five (5) business days from the date on which request for such consent is provided by the Company to Parent (unless such consent may be withheld in Parent’s sole discretion as and to the extent expressly noted below) or (C) as expressly disclosed set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees Parent, each covenant and agree as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the First Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the First Effective TimeTime (unless Parent or the Company, except (A) as required by applicable Lawapplicable, (B) as Parent may shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed)), its business and its Subsidiaries’ businesses shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees and business associates and keep available the services of its and its Subsidiaries’ present officers, employees and agents, except as (1) otherwise expressly contemplated or required by this Agreement, (C2) as expressly disclosed in required by applicable Law or (3) set forth on Section 6.1(a) of the Company Disclosure Letter, as it relates to the Company and its Subsidiaries, or on Section 6.1(a) of the Parent Disclosure Letter, as it relates to Parent and its Subsidiaries. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except as (A) required or expressly contemplated by this Agreement, (B) other than (I) with respect to the restrictions set forth in Sections 6.1(a)(i), 6.1(a)(ii), 6.1(a)(iv), 6.1(a)(vii), 6.1(a)(viii), 6.1(a)(ix), 6.1(a)(x) and 6.1(a)(xi) in each case with respect to the Company and (II) with respect to Section 6.1(a)(vii) with respect to Spectra Energy Partners, LP, as contemplated by the Company CapEx Plan, or as may be necessary to execute capital projects consistent with the Company CapEx Plan, or required by the terms of any Material Contract set forth on Section 4.2(t) of the Company Disclosure Letter or any Material Contract filed as an exhibit to the Company’s Reports as of the date hereof, in each case as it relates to the Company and its Subsidiaries, (C) other than (I) with respect to the restrictions set forth in Sections 6.1(a)(i), 6.1(a)(ii), 6.1(a)(iv), 6.1(a)(vii), 6.1(a)(viii), 6.1(a)(ix), 6.1(a)(x) and 6.1(a)(xi) in each case with respect to Parent and (II) with respect to Section 6.1(a)(vii) with respect to Enbridge Income Fund, Enbridge Energy Partners, L.P. and Midcoast Energy Partners, L.P., as contemplated by the Parent CapEx Plan, or as may be necessary to execute capital projects consistent with the Parent CapEx Plan, or required by the terms of any Material Contract set forth on Section 4.2(t) of the Parent Disclosure Letter or any Material Contract filed as an exhibit to Parent’s Reports as of the date hereof, in each case as it relates to Parent and its Subsidiaries, (D) required by applicable Law, (E) required by any Benefit Plan or collective bargaining agreement, (F) as expressly provided for approved in this Agreement, writing by the Company shall or Parent (as applicable) (such approval not to be unreasonably withheld, conditioned or delayed) or (G) set forth on Section 6.1(a) of the Company Disclosure Letter, as it relates to the Company and its Subsidiaries, or on Section 6.1(a) of the Parent Disclosure Letter, as it relates to Parent and its Subsidiaries, each Party, on its own account, will not and will not permit any of cause its Subsidiaries not to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the First Effective Time or earlier termination of this Agreement (unless Parent shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned), and except as (1) required by applicable Law, (2) otherwise expressly required contemplated or permitted by this Agreement or (3) otherwise expressly disclosed as set forth in Section 6.1(a) of the Company Disclosure Letter)) and except as required by applicable Laws, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company it and its Subsidiaries shallshall be conducted in the Ordinary Course of Business and, subject to compliance with the specific matters set forth belowextent consistent therewith, it shall and shall cause its Subsidiaries to use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, Insurance Regulators, rating agencies, customers, reinsurers, Agents, insureds, suppliers, service providers, distributors, licensors, creditors, lessors, employees employees, Contract counterparties and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company its and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the First Effective TimeTime or earlier termination of this Agreement, except (A) as required by applicable LawLaws, (B) as otherwise contemplated by this Agreement or by the U.S. Life Restructuring in accordance with Annex A in all material respects, (C) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), ) or (CD) as expressly disclosed set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries (subject to the terms of the provisos in the definition of “Subsidiary” in Article X) to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, that from and after the execution date of this Agreement and prior to the First Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Time, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company’s existing relations and goodwill with Governmental Entities, customers, suppliers, regulators, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it in each case unless Parent shall approve in writing (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertiserswhich approval will not be unreasonably withheld or delayed) and keep available except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the services Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Cingular, XX.xxx or any of their respective Subsidiaries. For the avoidance of doubt, any reference in this Section 6.1(a) to an aggregate amount with respect to the Company and its Subsidiaries’ present employees Subsidiaries shall be deemed to refer to the Company and agentsits Subsidiaries on a consolidated basis. Without limiting the generality of, and in furtherance of, the foregoing, the The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the First Effective Time, except Time (A) as required by applicable Law, (B) as unless Parent may shall otherwise approve in writing (such which approval will not to be unreasonably withheld, conditioned withheld or delayed), (C) and except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:Letter):

Interim Operations. (a) The Company covenants and agrees as to itself that it will, and will cause its Subsidiaries thatto, from and after the execution of this Agreement date hereof and prior to the First earlier of the termination of this Agreement or the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1otherwise required by this Agreement) and except as required by applicable LawLaws, conduct its and its Subsidiaries' business in the ordinary course consistent with past practice (2including in respect of underwriting, pricing, claims handling, loss control, investment, actuarial and reserving guidelines, practices, principles, methods and policies) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and their existing relationships with customers, suppliers, Agents, creditors, lessors, officers, employees, business associates and others with whom business relationships exist, and keep available the services of its and its Subsidiaries' present employees. Parent, Merger Sub and the Company Disclosure Letter), acknowledge and agree that any actions taken by the Company to pursue its expansion plans substantially consistent with its 2007 budget and timetable as presented to Parent, shall use its reasonable best efforts be deemed to conduct its business and the business of its Subsidiaries be taken in the ordinary course of business consistent with past practice and each for purposes of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agentsthis Agreement. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the First Effective Time, except (A) as otherwise expressly required by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned withheld or delayed), ) or (C) as expressly disclosed set forth in Section 6.1(a) Schedule 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to: