Common use of Maintenance of Business Clause in Contracts

Maintenance of Business. (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 of the Company Disclosure Letter or (c) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course of the Company Business, (ii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger.

Maintenance of Business. Except as otherwise required by this Agreement: (a) Except The Company shall use reasonable best efforts to carry on and preserve the Company Business and its and its Subsidiaries’ business relationships with users, customers, advertisers, suppliers, employees and others with whom the Company or any of its Subsidiaries has business or contractual relations prior to the Effective Time. If so reasonably requested by Parent, the Company shall exercise commercially reasonable efforts to cooperate with Parent in maintaining such relationships upon the consummation of the Mergers. (xb) as required by Applicable LawIn furtherance of, (y) as expressly required or expressly permitted by this Agreement or and without limiting, Section 5.2(a), and except as set forth in on Schedule 5.3 of the Company Disclosure Letter or 5.2(b): (ci) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company its Subsidiaries to, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization pay all of their respective debts and material assets consistent with its past practices in the ordinary course of the Company Business, Taxes when due and (ii) keep available the services of its directors, officers and key employees, pay or perform their other Liabilities (iiiincluding accounts payable) maintain in effect all Governmental Permits and when due; (ivii) to the extent the Company in good faith determines it and its Subsidiaries shall use reasonable best efforts to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with ensure that each Contract to which the Company or any of the Company Subsidiaries, in the case of this clause (iv), its Subsidiaries is a party that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) is entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, either Merger; (iii) the MergerCompany and its Subsidiaries shall continue to use commercially reasonable efforts to collect accounts receivable in the Ordinary Course of Business; (iv) the Company shall (i) ensure that all necessary fees and filings with respect to any Registered Company Intellectual Property Rights are timely submitted to the relevant Governmental Authorities and Domain Name registrars to maintain such Registered Company Intellectual Property Rights in full force and effect, (ii) not act, or fail to act, in each case, in any manner that would reasonably be expected to result in any loss, lapse, abandonment, invalidity or unenforceability of any Company Intellectual Property Rights, and (iii) not otherwise assign, transfer, or dispose of any Company Intellectual Property Rights; (v) the Company shall not, without Parent’s prior written consent, accelerate (in a manner not required by any Contract entered into by the Company prior to the Agreement Date and disclosed on the Company Disclosure Letter) the payment of any commissions, cash bonuses or other cash compensation to any of its directors, officers, employees or independent contractors; and (vi) the Company shall not grant or agree to grant any Company Options.

Maintenance of Business. a. Subject to the terms and conditions of this Agreement, and except as otherwise contemplated hereby, from the date hereof through the Closing Date, (a) Except Plum Creek and PC Member shall, and shall cause the Contribution LLC to, use commercially reasonable efforts to maintain the Contributed Assets in the ordinary course in all material respects, and (xb) as required by Applicable LawPC Member shall, and shall cause the Sale LLC to, use commercially reasonable efforts to maintain the Sold Assets in the ordinary course in all material respects. b. From the date hereof until the Closing Date (y) as expressly required or expressly permitted by earlier termination of this Agreement or as set forth in Schedule 5.3 of accordance with its terms), Plum Creek and PC Member shall not, without the Company Disclosure Letter or (c) with the prior written consent of Acquiror (Company, which consent shall not be unreasonably withheld), the Company shallconditioned or delayed, and shall cause each (x) enter into any new lease of all or any part of the Company Subsidiaries toTimberlands, conduct its business or encumber, sell or otherwise convey or dispose of all or any part of the Timberlands or any interest therein, or enter into any new agreement, including stumpage sale contracts, granting any Person any right to the Timberlands or any portion thereof, or (y) incur any debt resulting in a Monetary Lien on all or any portion of the ordinary courseTimberlands. Notwithstanding the foregoing, consistent with past practicesPlum Creek, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual PropertyPC Member, business organization and material assets consistent with its past practices or any other Affiliate of Plum Creek shall have the right, in the ordinary course of the Company Businessbusiness, without Company’s consent, to: i. Enter into any lease or license agreements that are terminable without cause, fee or penalty on no more than thirty (30) days’ notice; ii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company . Renew or any of the Company Subsidiaries, enter into hunting or recreational leases substantially in the case of this clause (iv), form existing on the Timberlands; iii. Enter into any contracts that are material to the Company and the Company Subsidiariesterminable without cause, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier fee or employee that ispenalty on no more than thirty (30) days’ notice or Continuing Agreements, in each case, material that do not adversely affect the value of the Timberlands or their use for growing or harvesting timber; iv. Continue to manage, operate and harvest the Timberlands, consistent with the Inventory Data and the 2015-2019 Sustainable Forestry Initiative Standards, or any successor to the Company same; and v. Comply with all terms of, and otherwise perform under, the Real Property Leases, the Conveyed Contracts, the Permits, the Continuing Contracts and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationshipPermitted Exceptions. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger.

Maintenance of Business. For the period from the date hereof through the Initial Closing Date, the Main Sellers shall, to the extent feasible, cause the Companies to carry on the Business substantially in the manner heretofore conducted by the Companies and will, to the extent feasible, cause the Companies to use reasonable efforts to keep available to the Business the services of the Companies’ employees and to maintain the relationships as of such date between the Companies and their respective suppliers, customers, and others having business relations with them. The Main Sellers shall, and shall, to the extent feasible, cause the Companies to, cooperate with Purchaser in connection with the smooth transition of the Business to Purchaser. In particular, the Main Sellers shall cause the Companies not to do any of the following without the Purchaser's advance written approval: (a) Except (x) as required by Applicable Law, (y) as expressly required enter into any Material Contracts or expressly permitted commence any negotiations with any third party that would inhibit or impair the consummation of the transactions contemplated by this Agreement or as set forth in Schedule 5.3 Agreement; (b) do anything outside the ordinary course of the Company Disclosure Letter or Business; (c) with make any change in the prior written consent terms of Acquiror (which consent shall not be unreasonably withheld)employment of any director, officer or Employee or in the Company shallnumber of directors, and shall cause each officers or Employees of any of the Company Subsidiaries Companies other than in accordance with existing agreements or collective bargaining arrangements; (d) issue or create any obligation to issue any shares or equity-linked securities in the Companies; (e) purchase, sell, encumber or transfer any assets outside of the ordinary course of the Business; (f) enter into any transactions related to financing, including, but not limited to, conduct its business in re-financing and forgiveness of debt; (g) amend any of the ordinary courseconstituent documents of the Companies; (h) write-off any account receivable, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices except write-offs in the ordinary course of the Company Businessbusiness; (i) distribute dividends (j) (i) make or change any election, change an annual accounting period, (ii) keep available the services of its directors, officers and key employeesadopt or change any accounting method, (iii) maintain in effect all Governmental Permits and file any amended Tax Return, enter into any closing agreement, (iv) settle any Tax claim or assessment relating to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company SubsidiariesCompanies, in (v) surrender any right to claim a refund of Taxes, (vi) consent to any extension or waiver of the case limitation period applicable to any Tax claim or assessment relating to any of this clause the Companies, or (iv), that are material vi) take any other similar action relating to the Company and filing of any Tax Return or the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent payment of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time andTax, if requested by Acquirorsuch election, shall exert reasonable commercial efforts to promptly restore adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the relationship. (b) The Company shall use commercially reasonable efforts, and shall cause each effect of increasing the Tax Liability of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each any of its Contracts (other than with Acquiror) entered into Companies for any period ending after the Agreement Initial Closing Date will not require the procurement or decreasing any Tax attribute of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, Companies existing on the MergerInitial Closing Date.

Maintenance of Business. Seller shall continue to operate the Acquired Systems, shall maintain the Assets to be Acquired (aincluding the maintaining of a level of inventory of spare equipment and parts in a manner consistent with past practices) Except (x) as required and shall keep all of its business books, records and files, all in the ordinary course of business in accordance with past practices consistently applied and in accordance with the capital budget and operating budget delivered by Applicable LawSeller to Buyer. Seller shall not sell, (y) as expressly required transfer or expressly permitted by this Agreement assign any assets except in the ordinary course of business and for fair market value. Seller shall not permit the creation of any lien, charge or as set forth in Schedule 5.3 encumbrance on any of its assets that would survive the Closing other than the lien of current taxes not yet due and payable. Seller shall not initiate or otherwise cause any other person to initiate any action to amend or cancel, nor permit any other person to take any action to amend or cancel, any of the Company Disclosure Letter Franchises, the Pole Attachment Agreements or (c) with the Agreements without the prior written consent of Acquiror (Buyer. Promptly after becoming aware thereof, Seller shall notify Buyer of any action taken or proposed to be taken by a person other than Seller to amend or cancel any of the Franchises, the Pole Attachment Agreements or the Agreements. Seller shall not enter into any contract or commitment nor incur any indebtedness or other liability or obligation of any kind relating to the Acquired Systems which is not in the ordinary course of business in accordance with past practices without the prior written consent of Buyer. Seller shall not permit any of its partners, officers, directors, shareholders, agents, employees or affiliates to pay any of Seller's accounts receivable from subscribers outstanding on the date hereof. Notwithstanding the foregoing, such persons shall be permitted to make payment for CATV services received by them at their own dwellings. Without the prior written consent of Buyer, which consent shall not be unreasonably withheld), delayed or conditioned, Seller shall not, except as otherwise required by law: change the Company shall, and shall cause each channel lineup of the Company Subsidiaries toAcquired Systems; add additional channels to the Acquired Systems, conduct except for channels added at the request of a franchising authority as part of the process of renewing a Franchise (in which event, Seller shall give Buyer written notice of the addition of such channels); change its business subscriber rates other than in the ordinary coursecourse of business (provided, however, that if Seller is required to change its subscriber rates pursuant to a regulatory order, Seller may do so without the consent of Buyer upon 30 days' prior written notice); or conduct any extraordinary or unusual marketing or collection programs, including, without limitation, any amnesty programs, or any extraordinary collection practices which might adversely affect customer relationships. Seller shall increase its subscriber rates in the ordinary course of business consistent with past practice and with the prior written approval of Buyer, not to be unreasonably withheld. Seller shall comply with all laws, rules and regulations of federal, state, city and local governments. Seller shall not violate the terms of any lease or contract connected with the operation of the Acquired Systems or with the utilization of the Assets to be Acquired. Seller shall not grant any increase in the rate of wages, salaries, bonuses or other remuneration of any employee, except in accordance with past practices, and use its commercially reasonable efforts provided that Seller may incent employees to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course remain employees of the Company Business, (ii) keep available Acquired Systems through the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of Closing Date without violating this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationshipcovenant. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger.

Maintenance of Business. (a) Except Seller shall continue to operate and maintain the Business and the Assets to be Acquired (x) as required by Applicable Lawincluding the maintaining of an adequate level of inventory of spare equipment and parts), (y) as expressly required and shall keep all of its business books, records and files, all in the ordinary course of business in accordance with past practices consistently applied. Seller shall not sell, transfer or expressly permitted by this Agreement or as set forth in Schedule 5.3 assign any assets of the Company Disclosure Letter Business except in the ordinary course of business and for full and fair value. (b) Seller shall not permit the creation of any lien, charge or (c) with encumbrance on any of its assets that would survive the Consummation other than Permitted Liens. Seller shall not initiate or otherwise cause any other person to initiate any action to amend or cancel, nor permit any other person to take any action to amend or cancel, nor permit any other person to take any action to amend or cancel, any of the Franchises, the Pole Attachment Agreements or the Agreements without the prior written consent of Acquiror Buyer, except that, without such consent, Seller may conclude pending Franchise renewals on terms substantially similar to pending renewal proposals. (c) Promptly after becoming aware thereof, Seller shall notify Buyer of any action taken or proposed to be taken by a person other than Seller to amend or cancel any of the Franchises, the Pole Attachment Agreements or the Agreements. Seller shall not enter into any contract or commitment of any kind relating to the Business for which Buyer will have any liability after the Consummation which is not in the ordinary course of business in accordance with past practices without the prior written consent of Buyer. (d) Seller shall not permit any of its partners, officers, directors, shareholders, agents, employees or affiliates to pay any of Seller's accounts receivable from subscribers outstanding on the date hereof. Notwithstanding the foregoing, such persons shall be permitted to make payment for Broadband services received by them at their own dwellings. (e) Without the prior written consent of Buyer, which consent shall not be unreasonably withheld), delayed or conditioned, Seller shall not, except as otherwise required by law (including the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course, consistent requirement to comply with past practices, and use its commercially reasonable efforts to must-carry requests): (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in change the ordinary course channel lineup of the Company Business, ; (ii) keep available add additional channels to the services Business, except for channels added at the request of its directorsa franchising authority as part of the process of renewing a Franchise (in which event, officers and key employees, Seller shall give Buyer written notice of the addition of such channels); (iii) maintain in effect all Governmental Permits and change its subscriber rates (iv) to the extent the Company in good faith determines it to be commercially reasonableprovided, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv)however, that are material if Seller is required to the Company and the Company Subsidiarieschange its subscriber rates pursuant to a regulatory order, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, Seller may do so without the consent of Buyer upon 30 days' prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger.notice); or

Maintenance of Business. (a) Except (xi) with Buyer’s prior written consent, (ii) as specifically set forth in Schedule 6.3 of the Seller Disclosure Letter, (iii) as specifically contemplated by the express terms of this Agreement or (iv) as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 of Seller shall cause the Company Disclosure Letter or and each other Group Company to: (ca) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld)i) maintain its corporate existence, the (ii) carry on Company shall, and shall cause each of the Company Subsidiaries to, conduct its business Business in the ordinary coursecourse consistent with past practice, (iii) exercise commercially reasonable efforts to preserve intact the Company Business, and (iv) exercise commercially reasonable efforts to preserve the goodwill and present business relationships (contractual or otherwise) with all customers, suppliers, licensors, distributors and employees, other than with respect to any changes in such relationships required by the terms of this Agreement with the objective that its goodwill and ongoing business be substantially unimpaired on the Closing Date. (b) pay all of its debts, expenses, accounts payable and taxes when they become due and payable consistent with past practices, subject to good faith disputes over the validity of such debts, expenses, accounts payable or taxes by appropriate proceedings; (c) maintain the Group Companies’ facilities, properties and assets owned, operated or used by it in substantially the same state or repair, order and conditions as they are on the Agreement Date, reasonable wear and tear excepted; (d) maintain its books and records in accordance with past practice; (e) maintain in full force and effect all Governmental Permits and other authorizations from Governmental Authorities necessary to carry on the Company Business; and (f) use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course of the Company Business, (ii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with AcquirorBuyer) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the MergerShare Purchase.

Maintenance of Business. Except as required by this Agreement, ----------------------- for the period from the date hereof through the Effective Time, Company shall carry on the Business in the ordinary course substantially in the manner heretofore conducted and use its reasonable efforts to maintain or improve its existing relationships with employees, suppliers, customers and others having business relations with it in connection with the Business, and without limiting the generality of the foregoing, Company will also: (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 of the Company Disclosure Letter or (c) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct Use its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, the present business organization and material assets consistent with its past practices in the ordinary course reputation of the Company Business, (ii) keep available (subject to dismissals and retirements in the ordinary course of business consistent with past practice) the services of its directorsthe present officers, officers employees and key employeesconsultants of the Business, (iii) maintain all of its assets in effect all Governmental Permits their current condition, ordinary wear and tear and other damage to the extent actually covered by casualty insurance maintained by Company excepted, and (iv) continue all current sales, marketing and promotional activities relating to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship.Business; (b) The Company shall use commercially reasonable effortsExcept to the extent required by applicable law, cause the books and records of the Business to be maintained in the usual, regular and ordinary manner; (c) Use its best efforts to maintain in full force and effect, without interruption, substantially the same levels of coverage as the insurance afforded under the policies listed on Schedule 3.01(o); (d) Comply in all material respects with all laws and orders applicable to the Business, and promptly following receipt thereof give Merger Subsidiary copies of any notice received from any governmental or regulatory authority or any other person alleging any violation of any such law or order; (e) Administer each employee benefit plan, or cause the same to be so administered, in all material respects in accordance with the applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), ERISA and all other applicable laws; (f) Promptly notify Merger Subsidiary in writing of each receipt by the Company (and furnish copies to Merger Subsidiary) of any notice of investigation or administrative proceeding by the Internal Revenue Service, the Department of Labor, the PBGC or any other person involving any employment benefit plan; (g) Not amend its Certificate of Incorporation or Bylaws or take any action with respect to any such Amendment or any reorganization, liquidation or dissolution of the Company; (h) Not take any of the actions listed in Section 3.01(s) hereof except that (i) Company may make dividends or distributions to Stockholder in such amounts not to exceed Four Thousand Five Hundred Dollars ($4,500), but only provided that (x) Company has the requisite amount of accumulated earnings or surplus amounts from which such distributions may legally be paid, and (y) Company has sufficient cash on hand from which to make such distributions; (ii) the Company intends to, and may, distribute to Stockholder an amount equal to the workers' compensation premium rebate received in September 1996 in an amount of approximately Seventy Thousand Dollars ($70,000), but to the extent such distribution has not been made by the Closing, then Eastwind shall cause each the Surviving Coporation to make such distribution to Stockholder at Closing; (iii) Company intends to, and may, deliver an assignment to Stockholder of all of its rights, title and interest in and to a certain life insurance policy owned by the Company and insuring the life of a former employee, Xxxxxx Xxxxx, having a current cash surrender value of approximately Twenty-Eight Thousand Dollars ($28,000) and having a current death benefit of approximately One hundred Ninety Thousand Dollars ($190,000), which assignment will assign to Stockholder all rights of ownership and all obligations, if any, under such policy; (iv) Company may distribute to Stockholder in redemption of some or all of Stockholder's shares in the Company, or may forgive or otherwise reduce any or all of the indebtedness owed to it by Stockholder up to an aggregate maximum principal amount not to exceed $641,000 together with all accrued and unpaid interest therein; and (v) Company Subsidiaries may deliver to use its commercially reasonable effortsStockholder his tangible personal property located on the Company premises within his personal office and his racing memorabilia which is listed on Schedule 4.01(h). (i) Not violate, breach or default under in any material respect, or take or fail to assure that each take any action that, with or without notice or lapse of time or both, would constitute a material violation or breach of, or default under, any term or provision of any license held or used in the Business or any Contract to which the Company is a party or by which any of its Contracts assets or the Business is bound; (other than with Acquirorj) entered into after the Agreement Date will not require the procurement Not (i) take any action that would make any representation or warranty of any consent, waiver or novation or provide for Company hereunder inaccurate in any material change in the obligations of any party in connection withrespect, or terminate as a result (ii) take any action or course of action inconsistent with compliance with the covenants and agreements of Company herein; and (k) Not enter into any agreement to do or engage in any of the consummation of, the Mergerforegoing.

Maintenance of Business. (a) Except (x) as required The Parent and Sellers agree that they will, unless otherwise expressly consented to by Applicable Law, (y) as expressly required or expressly permitted by this Agreement Buyer in writing or as set forth in on Schedule 5.3 of 6.1, cause the Company Disclosure Letter or to: (ca) with continue to operate the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices Security Business in the ordinary course of business as presently conducted; (b) will maintain the Company Business, Assets (iiincluding maintenance of the inventories of spare equipment and parts listed on Schedule 1.2(b)(i)); (c) keep available all of their business books, records and files all in the services ordinary course of its directorsbusiness in accordance with past practices consistently applied; (d) continue to perform their obligations under all of the Business Documents and Subscriber Contracts; (e) not sell, officers and key employeestransfer, (iii) maintain in effect all Governmental Permits and (iv) to assign or permit the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or creation of any Encumbrance on any of the Company SubsidiariesAssets; (f) not, other than in the case ordinary course of this clause (iv)business, that are material to permit the Company and amendment or cancellation of any of the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, Subscribers Contracts or Business Documents without the prior written consent of AcquirorBuyer; (g) not enter into any contract or commitment nor incur any indebtedness or other liability or obligation of any kind relating to the Security Business that is not in the ordinary course of business without the prior written consent of Buyer; (h) not enter into any compromise or settlement of any litigation, pursuant proceeding or governmental investigation relating to this Section 5.3its properties or business other than in the ordinary course of business; (i) not acquire any accounts, Acquiror shall use or other than in the ordinary course of business, any assets from any third-party; (j) not lend money or otherwise pledge their credit; (k) not, nor will Sellers permit any of the Company's officers, directors, shareholders, agents or employees to, pay any of the Company's accounts receivable from customers; (l) not decrease their customer rates or conduct any marketing programs, including any amnesty programs, involving free service or reduced rates for service except in the ordinary course of business consistent with the Company's past practices which are described on Schedule 6.1(f); and (m) sell all new systems and services in a commercially reasonable efforts to respond to such request within two Business Days of receipt thereofmanner and priced in accordance with the Company's standard pricing policies and sales practices now in effect. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee Buyer agrees that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring not unreasonably withhold its consent where such information to Acquiror’s attention consent is required in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationshipthis section. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger.

Maintenance of Business. For the period from the date hereof through the Initial Closing Date, the Main Sellers shall, to the extent feasible, cause the Companies to carry on the Business substantially in the manner heretofore conducted by the Companies and will, to the extent feasible, cause the Companies to use reasonable efforts to keep available to the Business the services of the Companies’ employees and to maintain the relationships as of such date between the Companies and their respective suppliers, customers, and others having business relations with them. The Main Sellers shall, and shall, to the extent feasible, cause the Companies to, cooperate with Purchaser in connection with the smooth transition of the Business to Purchaser. In particular, the Main Sellers shall cause the Companies not to do any of the following without the Purchaser's advance written approval: (a) Except (x) as required by Applicable Law, (y) as expressly required enter into any Material Contracts or expressly permitted commence any negotiations with any third party that would inhibit or impair the consummation of the transactions contemplated by this Agreement or as set forth in Schedule 5.3 Agreement; (b) do anything outside the ordinary course of the Company Disclosure Letter or Business; (c) with make any change in the prior written consent terms of Acquiror (which consent shall not be unreasonably withheld)employment of any director, officer or Employee or in the Company shallnumber of directors, and shall cause each officers or Employees of any of the Company Subsidiaries Companies other than in accordance with existing agreements or collective bargaining arrangements; (d) issue or create any obligation to issue any shares or equity-linked securities in the Companies; (e) purchase, sell, encumber or transfer any assets outside of the ordinary course of the Business; (f) enter into any transactions related to financing, including, but not limited to, conduct its business in re-financing and forgiveness of debt; (g) amend any of the ordinary courseconstituent documents of the Companies; (h) write-off any account receivable, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices except write-offs in the ordinary course of the Company Businessbusiness; (i) distribute dividends (j) (i) make or change any election, change an annual accounting period, (ii) keep available the services of its directors, officers and key employeesadopt or change any accounting method, (iii) maintain in effect all Governmental Permits and file any amended Tax Return, enter into any closing agreement, (iv) settle any Tax claim or assessment relating to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company SubsidiariesCompanies, in (v) surrender any right to claim a refund of Taxes, (vi) consent to any extension or waiver of the case limitation period applicable to any Tax claim or assessment relating to any of this clause the Companies, or (iv), that are material vi) take any other similar action relating to the Company and filing of any Tax Return or the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent payment of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time andTax, if requested by Acquirorsuch election, shall exert reasonable commercial efforts to promptly restore adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the relationship. (b) The Company shall use commercially reasonable efforts, and shall cause each effect of increasing the Tax Liability of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each any of its Contracts (other than with Acquiror) entered into Companies for any period ending after the Agreement Initial Closing Date will not require the procurement or decreasing any Tax attribute of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, Companies existing on the MergerInitial Closing Date.

Maintenance of Business. (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by Between the date of this Agreement or as set forth in Schedule 5.3 and the Closing, each party shall conduct the business of the Company Disclosure Letter or (c) with Stations and use the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business Transferred Assets only in the ordinary coursecourse of business, consistent with past practices, which shall include compliance in all material respects with all laws, regulations and administrative orders of any federal, state or local governmental authority that are applicable to each party with respect to the Transferred Assets or the operation of the Stations, with the intent of preserving the ongoing operations of the Stations and the Transferred Assets. Without limiting the generality of the foregoing: (a) Each party shall: (i) maintain the Transferred Assets in their present condition (reasonable wear and tear in normal use excepted); (ii) remove, cure and correct prior to the Closing any violations under applicable statutes, rules or regulations that render (or if unremedied would render) inaccurate such party's representations and warranties contained in this Agreement or in any certificate delivered by such party pursuant to this Agreement; (iii) maintain its existing insurance coverage on the Stations and the Transferred Assets; and (iv) maintain its books and records in the usual and ordinary manner, on a basis consistent with prior periods. (b) Neither party shall, without the other party's prior written consent (which shall not unreasonably be withheld or delayed) create, assume or permit to exist any lien upon the Transferred Assets, except for Permitted Liens or liens in existence on the date of this Agreement which will be removed on or prior to Closing Date. (c) Neither party shall sell or agree to sell or otherwise dispose of any of the Transferred Assets, unless such sale or disposal occurs in the ordinary course of business, consistent with past practices and such Transferred Assets are replaced with similar assets of equal or greater value and utility. (d) Each party shall operate the Stations in all respects in accordance with the Governmental Licenses, and all applicable rules and regulations of the FCC and all other applicable laws, regulations, rules and orders. Each party shall use its commercially reasonable efforts not to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course of the Company Business, (ii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company cause or permit any of the Company SubsidiariesGovernmental Licenses to expire, in the case of this clause (iv)be surrendered, that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier adversely modified or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationshipotherwise terminated. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger.

Maintenance of Business. 10.01 Between the date hereof and the Closing Time, the Vendor shall, to the extent that the nature of its interests permit and subject to the Title and Operating Documents: (a) Except maintain the Assets in a proper and prudent manner in accordance with good oil and gas industry practices and in material compliance with the Regulations; (xb) pay or cause to be paid all costs relating to the Assets as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 of the Company Disclosure Letter or they become due; (c) perform and comply with all covenants and conditions contained in the prior written consent Title and Operating Documents and any other agreements and documents to which the Assets are subject; (d) not enter into or authorize any material contractual commitment or transaction or any material variation of Acquiror existing commitments or transactions pertaining to the Assets; and (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, e) conduct its business relating to the Assets in the ordinary normal course, consistent with its past practices, . During the period between the Effective Time and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course Closing Time the Vendor shall maintain the property damage insurance respecting of the Company Business, (ii) keep available the services of its directors, officers and key employees, (iii) maintain Assets currently in effect and all Governmental Permits and (iv) other insurance it is required to maintain pursuant to the extent Title and Operating Documents. 10.02 During the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with period from the Company or any date of the Company Subsidiaries, in the case execution of this clause (iv)Agreement until Closing Time, that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibitedVendor shall not, without the prior written consent of Acquirorthe Purchaser, pursuant assume any obligations or commitments or propose or initiate any operations (in either event to this Section 5.3the extent exceeding $50,000 for any one item) with respect to the Assets, Acquiror unless and to the extent that the Vendor reasonably determines that such expenditures or actions are necessary for the protection of life or property, in which case the Vendor shall use commercially reasonable efforts promptly notify the Purchaser of such intention or actions and the Vendor's estimate of the costs and expenses associated therewith. 10.03 The Vendor shall permit the Purchaser and its legal counsel and authorized representatives to respond have access to the Assets to the extent the Vendor has the right to provide such request within two Business Days of receipt thereof. If access and to the Company becomes aware of a material deterioration in the relationship with any customerVendor's books, distributor, supplier or employee that isrecords and files, in each case, material upon reasonable notice and during normal business hours prior to-Closing for purposes of performing due diligence with respect to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) Assets for purposes hereof. The Company shall use commercially reasonable efforts, and shall cause each provisions of the Company Subsidiaries Confidentiality Agreement shall continue to use its commercially reasonable efforts, be applicable to assure that each any information made available by the Vendor pursuant to the provisions of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Mergerthis Agreement.

Maintenance of Business. (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by Subject to the terms and conditions of this Agreement or as set forth in Schedule 5.3 of the Company Disclosure Letter or (c) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shallAgreement, and shall cause each of except as otherwise contemplated hereby, Seller, from the Company Subsidiaries todate hereof through the Closing Date, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course of the Company Business, (ii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If maintain the Company becomes aware of a material deterioration Property in the relationship with ordinary course in all material respects; provided, however, Seller shall have no obligation to perform any customer, distributor, supplier site preparation or employee that is, in each case, material to the Company and the Company Subsidiaries, taken plant any seedlings on harvested areas except as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship.specifically set forth on Exhibit U. (b) The Company shall use commercially reasonable effortsSubject to the terms and conditions of this Agreement, and except as Seller may otherwise agree in writing, Purchaser shall cause each not interfere with Seller’s conduct of business with respect to the Property pending the Closing and shall not take any action that might reasonably be expected to impair Seller’s relationships with customers, suppliers or employees of the Company Subsidiaries businesses and operations of Seller, whether or not associated with the Property. (c) Subject to use its commercially reasonable effortsthe terms and conditions of this Agreement, through the Effective Xxxx Xxxxxx shall not sell, transfer, assign, convey, amend, lease or otherwise modify any interest in the Timberlands except for the renewal of recreational leases on substantially the same or better terms as currently in effect and except for the entry in the ordinary course of business into new recreational leases substantially in the form of existing recreational leases to assure which Seller is a party. (d) Seller agrees that each of its Contracts (other than with Acquiror) entered into it shall not after the Agreement Date will not require date hereof, directly or indirectly, through any officer, director, employee, agent or otherwise, (i) solicit, initiate or encourage submission of proposals, offers or expressions of interest from any Person relating to any acquisition or purchase of all or a substantial portion of the procurement Property (any of the foregoing proposals, offers or expressions of interest being referred to herein as an “Acquisition Proposal”), or (ii) participate in any consentnegotiations or discussions regarding, waiver or novation furnish to any Person any nonpublic information with respect to, or provide for otherwise cooperate in any material change in the obligations of any party in connection way with, or terminate as a result of the consummation ofassist or participate in, the Mergerfacilitate or encourage, any Acquisition Proposal.

Maintenance of Business. Seller shall continue to operate the Acquired ----------------------- Systems, shall maintain the Assets to be Acquired (aincluding the maintaining of a level of inventory of spare equipment and parts in a manner consistent with past practices) Except (x) as required and shall keep all of its business books, records and files, all in the ordinary course of business in accordance with past practices consistently applied and in accordance with the capital budget and operating budget delivered by Applicable LawSeller to Buyer. Seller shall not sell, (y) as expressly required transfer or expressly permitted by this Agreement assign any assets except in the ordinary course of business and for fair market value. Seller shall not permit the creation of any lien, charge or as set forth in Schedule 5.3 encumbrance on any of its assets that would survive the Closing other than the lien of current taxes not yet due and payable. Seller shall not initiate or otherwise cause any other person to initiate any action to amend or cancel, nor permit any other person to take any action to amend or cancel, any of the Company Disclosure Letter Franchises, the Pole Attachment Agreements or (c) with the Agreements without the prior written consent of Acquiror (Buyer. Promptly after becoming aware thereof, Seller shall notify Buyer of any action taken or proposed to be taken by a person other than Seller to amend or cancel any of the Franchises, the Pole Attachment Agreements or the Agreements. Seller shall not enter into any contract or commitment nor incur any indebtedness or other liability or obligation of any kind relating to the Acquired Systems which is not in the ordinary course of business in accordance with past practices without the prior written consent of Buyer. Seller shall not permit any of its partners, officers, directors, shareholders, agents, employees or affiliates to pay any of Seller's accounts receivable from subscribers outstanding on the date hereof. Notwithstanding the foregoing, such persons shall be permitted to make payment for CATV services received by them at their own dwellings. Without the prior written consent of Buyer, which consent shall not be unreasonably withheld), delayed or conditioned, Seller shall not, except as otherwise required by law: change the Company shall, and shall cause each channel lineup of the Company Subsidiaries toAcquired Systems; add additional channels to the Acquired Systems, conduct except for channels added at the request of a franchising authority as part of the process of renewing a Franchise (in which event, Seller shall give Buyer written notice of the addition of such channels); change its business subscriber rates other than in the ordinary coursecourse of business (provided, however, that if Seller is required to change its subscriber rates pursuant to a regulatory order, Seller may do so without the consent of Buyer upon 30 days' prior written notice); or conduct any extraordinary or unusual marketing or collection programs, including, without limitation, any amnesty programs, or any extraordinary collection practices which might adversely affect customer relationships. Seller shall increase its subscriber rates in the ordinary course of business consistent with past practice and with the prior written approval of Buyer, not to be unreasonably withheld. Seller shall comply with all laws, rules and regulations of federal, state, city and local governments. Seller shall not violate the terms of any lease or contract connected with the operation of the Acquired Systems or with the utilization of the Assets to be Acquired. Seller shall not grant any increase in the rate of wages, salaries, bonuses or other remuneration of any employee, except in accordance with past practices, and use its commercially reasonable efforts provided that Seller may incent employees to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course remain employees of the Company Business, (ii) keep available Acquired Systems through the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of Closing Date without violating this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationshipcovenant. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger.

Maintenance of Business. For the period commencing on the date hereof and ending at the Time of Closing, the Seller shall: (a) Except carry on the Business in the ordinary and normal course consistent with past practice; (xb) as required by Applicable Lawnot enter into any transaction or shall refrain from doing any action which, (y) as expressly required if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or expressly permitted by this Agreement or as set forth in Schedule 5.3 other obligation of the Company Disclosure Letter or Seller contained herein; (c) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to preserve intact the goodwill and business organization of the Seller relating to the Business, keep the officers and employees of the Seller available to the Purchaser and preserve the relationships and goodwill of the Seller with customers, distributors, suppliers, employees, Location Providers and other Persons having relations with the Business; (d) not (i) preserve intact its material Intellectual Propertysell any Purchased Asset, business organization and material assets consistent with its past practices other than Inventory in the ordinary course of the Company Businessbusiness consistent with past practice, (ii) keep available the services of its directorscreate, officers and key employeesincur or assume any indebtedness secured by a Purchased Asset, (iii) maintain in effect all Governmental Permits and grant, create, incur or suffer to exist any Lien on any Purchased Asset that did not exist on the date hereof, (iv) or enter into any Contract relating to the extent Business other than in the Company in good faith determines it ordinary course of business consistent with past practice; (e) knowingly waive any right of substantial value relating to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company Business; (f) terminate or modify any of the Company Subsidiaries, Assigned Contracts other than in the case ordinary course of this clause business consistent with past practice; (iv), that are material g) maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction in which the ownership or leasing of its property relating to the Company and Business or the Company Subsidiariesconduct of the Business requires such qualification; (h) not increase in any manner the base compensation of, taken as a whole. If or enter into any new bonus or incentive agreement or arrangement with, any of the Company makes a request in writing Employees; (i) not pay or agree to Acquiror pay any additional pension, retirement allowance or other employee benefit under any Employee Plan to take an action which would be prohibitedany of the Employees; (j) not adopt, without amend or terminate any Employee Plan or increase the prior written consent benefits provided under any Employee Plan, or promise or commit to undertake any of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration foregoing in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship.future; (bk) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts not enter into a collective bargaining agreement; (other than with Acquiror1) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, amend or terminate as a result of the consummation of, the Merger.any existing employment agreement or enter into any new employment agreement with respect to any Employee;

Maintenance of Business. From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, each Seller shall: (a) Except cause to be done all things necessary to maintain, preserve and renew (xi) as required by Applicable Lawall material licenses, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 authorizations and permits necessary to the conduct of the Company Disclosure Letter Business and (ii) its relationships with clients, customers, suppliers, employees and others in substantially the same manner as it has prior to the date hereof; (b) comply in all material respects with all applicable Laws, including, but not limited to, Environmental Laws, in each case that relate to the Business or the Acquired Assets; (c) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with generally accepted accounting principles, consistently applied, in each case that relate to the prior written consent of Acquiror Business or the Acquired Assets; and (which consent shall d) insofar as it may relate to the Business or the Acquired Assets, not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its enter into any material Intellectual Property, business organization and material assets consistent with its past practices transaction not in the ordinary course of the Company Business, its business; (iie) keep available the services not dispose of any of its directorsassets related to the Business or the Acquired Assets, officers and key employeesexcept in the ordinary course of business consistent with past practice; (f) not enter into any material lease or contract for the purchase or sale or license of any property, real or personal, in connection with the Business or the Acquired Assets, except in the ordinary course of business consistent with past practice; (iiig) maintain the equipment and other assets that are Acquired Assets in effect all Governmental Permits and (iv) working condition according to the extent standards it has maintained to the Company date of this Agreement, subject only to ordinary wear and tear; (h) not amend or terminate any contract, agreement or license to which it is a party that relates to the Business or the Acquired Assets, except those amended or terminated in good faith determines it to be commercially reasonablethe ordinary course of business, maintain satisfactory relationships consistent with customerspast practice, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships which are not material in amount or effect; (i) not waive or release any right or claim in connection with the Company Business or any the Acquired Assets, except for the waiver or release of the Company Subsidiaries, non-material claims in the case ordinary course of this clause business, consistent with past practice; (iv)j) not extend the payment terms for Inventory, that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration except in the relationship ordinary course of business, consistent with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. past practice; (bk) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for make any material change in its accounting methods or practices with respect to the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger.Business; or

Maintenance of Business. (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by During the period from the date ----------- ----------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or as set forth in Schedule 5.3 the Time of the Company Disclosure Letter or (c) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld)Closing, the Company shall, and shall cause each of the Company Subsidiaries to, conduct carry on its business in the usual, regular and ordinary coursecourse in substantially the same manner as conducted prior to the date of this Agreement and, to the extent consistent with past practicessuch business, and use its commercially reasonable best efforts to (i) preserve intact its material Intellectual Propertypresent business organizations, business organization and material assets consistent with its past practices in the ordinary course of the Company Business, (ii) keep available the services of its directors, officers present service providers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory preserve its relationships with customers, lenders, suppliers, manufacturersdistributors, licensors, licensees, distributors and others having business relationships dealings with it, to the end that its goodwill and ongoing businesses shall be not materially diminished at the Time of Closing. The Company shall promptly notify Purchaser of any event or any occurrence not in the ordinary course of business of the Company SubsidiariesCompany, in and any event which could have a material and adverse effect on the case business condition of the Company. Except as expressly contemplated by this clause (iv)Agreement, that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibitedCompany, without the prior written consent of AcquirorPurchaser shall not: (a) Accelerate, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If amend or change the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time andexercisability of options, if requested by Acquirorwarrants, shall exert reasonable commercial efforts to promptly restore stock or purchase rights or authorize cash payments in exchange therefor or perform any actions that would prohibit the relationship.pooling of interests accounting treatment; (b) The Company shall use commercially reasonable effortsEnter into any commitment or transaction not in the ordinary course of business to be performed over a period longer than six (6) months in duration, and shall cause each or, except as in accordance with its existing capital budget previously disclosed to Purchaser, to purchase fixed assets with an aggregate purchase price exceeding $5,000; (c) Grant any severance or termination pay to any service provider; (d) Transfer to any person or entity any rights to the Company's Intellectual Property Rights, except licenses of Intellectual Property Rights in connection with the sale of the Company's products in the ordinary course of business consistent with past practice; (e) Enter into or amend any agreements pursuant to which any other party is granted marketing or other similar rights of any type or scope with respect to any products of Company; (f) Violate, or, except in the ordinary course of business consistent with past practice, amend or otherwise modify the terms of any contract; (g) Except with prior consultation with Purchaser, commence a lawsuit other than for the routine collection of bills; (h) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any Company Subsidiaries to use its commercially reasonable effortsCommon Stock or otherwise, to assure that each or split, combine or reclassify any of its Contracts Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock, or repurchase or otherwise acquire, directly or indirectly, any shares of Company Common Stock except repurchases of Common Stock at cost from former service providers in accordance with the terms of agreements providing for the repurchase of shares in connection with any termination of service to the Company; (i) Issue, deliver or sell or authorize or propose the issuance, delivery or sale of or authorization of, the purchase of any shares of Company capital stock or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, other than with Acquirorthe issuance of shares of Company Common Stock upon the exercise of previously outstanding options and warrants to purchase Company's capital stock; (j) entered into after the Agreement Date will not require the procurement Cause or permit any amendments to Company's Articles of any consent, waiver Incorporation or novation Bylaws; (k) Acquire or provide for any material change in the obligations of any party in connection agree to acquire by merging or consolidating with, or terminate as by purchasing a result substantial portion of the consummation assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the Mergeraggregate, to the business condition of the Company; (l) Sell, lease, license or otherwise dispose of any of its properties or assets except in the ordinary course of business; (m) Incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except in the ordinary course of business consistent with past practice, e.g., credit cards, phone cards, and trade accounts. (n) Adopt or amend any employee benefit plans, or enter into any employment contract for more than $10,000 per year, pay any bonus or remuneration to any service provider, or increase the salaries or wage rates of its employees other than pursuant to

Maintenance of Business. Subject to the delegation to Buyer ----------------------- by Seller of operating management of the Business as evidenced by Exhibit 7.1 attached hereto and made a part hereof, and except as required by this Agreement, for the period from the date hereof through the Closing Date, Seller shall carry on the Business in the ordinary course substantially in the manner heretofore conducted and use its reasonable efforts to maintain or improve its existing relationships with employees, suppliers, customers and others having business relations with it in connection with the Business, and without limiting the generality of the foregoing, Seller will also: (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 of the Company Disclosure Letter or (c) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct Use its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, the present business organization and material assets consistent with its past practices in the ordinary course reputation of the Company Business, (ii) keep available (subject to dismissals and retirements in the ordinary course of business consistent with past practice) the services of its directorsthe present officers, officers employees and key employeesconsultants of the Business, (iii) maintain the Acquired Assets in effect all Governmental Permits their current condition, ordinary wear and tear excepted, and (iv) continue all current sales, marketing and promotional activities relating to the extent Business; (b) Cause the Company in good faith determines it books and records of the Business to be commercially reasonablemaintained in the usual, maintain satisfactory relationships regular and ordinary manner; (c) Comply in all material respects with customersall laws and orders applicable to the Business, lendersand promptly following receipt thereof give Buyer copies of any notice received from any governmental or regulatory authority or any other person alleging any violation of any such law or order; (d) Administer each employee benefit plan, suppliersor cause the same to be so administered, manufacturers, licensors, licensees, distributors and others having business relationships in all material respects in accordance with the Company applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), ERISA and all other applicable laws; (e) Promptly notify Buyer in writing of each receipt by the Seller (and furnish copies to Buyer) of any notice of investigation or administrative proceeding by the Internal Revenue Service, the Department of Labor, the PBGC or any other person involving any employment benefit plan; (f) Not amend its Certificate or Articles of Incorporation or Bylaws or take any action with respect to any such Amendment or any reorganization, liquidation or dissolution of the Seller; (g) Not take any of the following actions: (i) sell, transfer or otherwise dispose of any properties or assets used in connection with the Business (including the Acquired Assets) outside the ordinary and normal course of business for less than fair market value, (ii) mortgage, pledge or subject to any Lien, any of the Acquired Assets, (iii) acquire any property or assets used in connection with the Business (including the Acquired Assets) outside the ordinary and normal course of business for more than fair market value, or acquire the stock, assets or properties of any other person, (iv) sustain any material damage, loss or destruction of or to the Acquired Assets (whether or not covered by insurance), (v) enter into any transaction or otherwise conduct the Business other than in the ordinary and normal course of business, (vi) except for actions in the ordinary and normal course of business, grant any salary increase or bonus or permit any advance to any employee, or enter into any new, or, alter or amend any existing employee plan or any employment or consulting agreement, (vii) make any borrowing, whether or not in the ordinary and normal course of business, issue any checks, commercial paper or refinance any existing borrowings in connection with the Business, (viii) in connection with the Business, pay any obligation or liability (fixed or contingent), other than in the ordinary and normal course of business, repay any indebtedness in absence of a scheduled repayment date, discharge or satisfy any Lien, or settle any claim, liability or suit pending or threatened against the Business or any of the Company SubsidiariesAcquired Assets, (ix) enter into any license or lease in connection with the case of this clause Business, (ivx) make any loan or gift in connection with the Business, (xi) modify, amend, cancel or terminate any contracts or commitments under circumstances which would materially and adversely affect the condition (financial or otherwise), that are material results of operations, business, properties, assets, liabilities or prospects of the Business, (xii) declare or pay, or become obligated to the Company and the Company Subsidiariesdeclare or pay, taken as a whole. If the Company makes a request any dividend or other distribution, redemption or other purchase of stock, (xiii) make or incur any obligations for capital expenditures or commitments in writing to Acquiror to take an action which would be prohibitedaggregate amount in excess of $20,000, without the prior written consent (xiv) commence, terminate or change any line of Acquirorbusiness, pursuant to this Section 5.3or (xv) agree to, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration or obligate itself to, do anything identified in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship(i) through (xiv) above. (bh) The Company shall use commercially reasonable effortsNot violate, and shall cause each breach or default under, in any material respect, or take or fail to take any action that, with or without notice or lapse of time or both, would constitute a material violation or breach of, or default under, any term or provision of any license held or used in the Business or any Contract to which the Seller is a party or by which any of the Company Subsidiaries Acquired Assets or the Business is bound; (i) Not (i) take or agree or commit to use its commercially reasonable effortstake or omit or agree or commit to omit any action that would make any representation or warranty of Seller hereunder inaccurate in any material respect, or (ii) take any action or course of action inconsistent with compliance with the covenants and agreements of Seller herein; and (j) Not enter into any agreement to assure that each do or engage in any of the foregoing. If Buyer, as part of its Contracts (other than with Acquiror) entered into after ongoing management of the Agreement Date will not require Business, authorizes any of the procurement of any consentabove actions, waiver or novation or provide for any material change in the obligations of any party in connection withwriting, or terminate as takes such actions, such shall not be a result breach of the consummation of, the Mergersuch covenant by Seller.

Maintenance of Business. 6.01 Following Closing and to the extent, if any, that the Purchaser must be novated into operating agreements or other agreements governing any of the Assets, the Vendor shall continue to maintain the Assets in a proper and prudent manner in accordance with good oil industry practice and the Regulations until the novation has been effected, and the following provisions shall apply with respect to such Assets: (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 the Vendor shall maintain the Assets on behalf of the Company Disclosure Letter or Purchaser at the Purchaser's sole cost and expense, which may include a Vendor's administrative maintenance fee equivalent to that previously charged to the property. Such fee shall become effective the first (c1st) with month following the prior written consent month of Acquiror (which consent shall not be unreasonably withheld), Closing and continue until such time as the Company shall, Purchaser notifies the Vendor in writing that the Purchaser has become recognized and shall cause each accepted by the operator of the Company Subsidiaries to, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course of the Company Business, (ii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship.Assets; (b) The Company the Vendor shall use commercially reasonable effortsnot initiate any operation with respect to the Assets, except upon the written instruction of the Purchaser or if the Vendor reasonably determines that it is required for the protection of life or property, in which case the Vendor may take such actions as it reasonably determines are required without the written instruction of the Purchaser and shall promptly notify the Purchaser of such intention or actions and the Vendor's estimate of the costs and expenses associated therewith; (c) the Vendor shall forthwith provide to the Purchaser all authorizations for expenditure, notices, specific information, and other documents the Vendor receives with respect to the Assets, and shall cause each respond to such authorizations for expenditure, notices, specific information, and other documents pursuant to the written instruction of the Company Subsidiaries Purchaser, if received on a timely basis, provided that the Vendor may (but shall not be obligated to) refuse to use its commercially reasonable effortsfollow instructions which it reasonably believes to be unlawful, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection withunethical, or terminate in conflict with an applicable contract; and (d) the Vendor shall forthwith deliver to the Purchaser all revenues, proceeds, and other benefits received by the Vendor with respect to the Assets, less the share of the applicable lessor royalties, operating costs, treating, processing and transportation expenses, and those other costs and expenses directly associated with the Assets and the production of Petroleum Substances, provided that the Vendor shall not be permitted to deduct from such revenues, proceeds, and other benefits any other costs and expenses it incurs as a result of such delivery to the consummation ofPurchaser. 6.02 The parties covenant and agree that insofar as the Vendor has maintained the Assets and taken actions with respect thereto from the Effective Date up to and including the Closing Date, and shall maintain the Assets and take actions with respect thereto on behalf of the Purchaser pursuant to this Article, the MergerVendor is hereby deemed to be the agent of the Purchaser hereunder. The Purchaser ratifies all actions taken or not taken, and to be taken or refrained from being taken by the Vendor as authorized hereunder in such capacity during such period, with the intention that all such actions shall be deemed to be those of the Purchaser. 6.03 The Purchaser hereby indemnifies the Vendor and its directors, officers, servants, agents, or employees against all liabilities, losses, costs (including reasonable legal costs on a solicitor-client basis), claims, or damages which the Vendor or its directors, officers, servants, agents, or employees may suffer or incur as a result of maintaining the Assets as the agent of the Purchaser pursuant to this Article, insofar as such liabilities, losses, costs, claims, or damages are not a direct result of the gross negligence Vendor or willful misconduct of the Vendor or its directors, officers, servants, agents, or employees. An action or omission of the Vendor or its directors, officers, servants, agents, or employees shall not be regarded as gross negligence or willful misconduct, however, to the extent it was done or omitted to be done in accordance with the instructions of or with the concurrence of the Purchaser. 6.04 Notwithstanding the other clauses of this Article, the Parties agree that from and after the Closing Date up to and including the last day of the third (3rd) month following the month of Closing, where the Vendor is the registered payor of or under the terms of any of the Leases or Ancillary Agreements the Vendor shall continue to maintain such Leases and Ancillary Agreements, and make all rentals and all similar payments required to preserve any such Leases and Ancillary Agreements which become due and owing during the Maintenance Period, and that upon the expiration of the Maintenance Period the Purchaser shall be solely responsible for the payment of all such rentals and all similar payments. All such rental and similar payments made by the Vendor shall be credited to the Vendor on the final accounting and adjustment as required pursuant to Clause 3.02.

Maintenance of Business. (a) Except (x) as required by Applicable Lawa. Until the Closing Date, (y) as expressly required or expressly permitted by the Vendor to the extent its interest allows, shall operate and maintain the Assets in a proper and prudent manner in accordance with generally accepted oil and gas industry practices. b. From the date of execution of this Agreement or as set forth in Schedule 5.3 Agreement, the Vendor shall not: i. without the prior approval of the Company Disclosure Letter Purchaser, which approval shall not be unreasonably withheld or (c) with delayed, surrender or abandon any of the Assets; ii. without the prior written consent approval of Acquiror the Purchaser, which approval shall not be unreasonably withheld or delayed, amend or terminate any agreement or instrument relating to the Assets if the amendment or termination would have a material adverse effect on the value of any one or more of the Assets; iii. mortgage, pledge, assign, sell, transfer, or otherwise dispose of or encumber, or allow the mortgaging, pledging, assigning, sale, transfer or other disposition or encumbrance, of any of the Assets other than chattel property or other personal property that is replaced by equivalent property or consumed in the operation of the Assets, and other than liens arising in the ordinary course of business as a result of the operations under agreements affecting the Assets; iv. without the prior approval of the Purchaser, which approval shall not be unreasonably withheld or delayed, remove or cause to be removed any Tangibles out of the ordinary course of business; or v. without the prior approval of the Purchaser, which approval shall not be unreasonably withheld or delayed, commit to do any of the foregoing. c. From the date hereof until the Closing Date, the Vendor shall not enter into any obligations or commitments out of the ordinary course of business with respect to the Assets, the Vendor's share of which is in excess of twenty five thousand ($25,000.00) dollars for any single item or related series of items without the prior consultation of the Purchaser, which consent shall not be unreasonably withheld)withheld or delayed, except as may be reasonably necessary to protect, ensure life and safety or to preserve the Assets or title to the Assets. Until the Closing Date, the Company shall, and Vendor shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course of the Company Business, (ii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibitednot, without the prior written consent of Acquirorthe Purchaser, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If propose or initiate the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement exercise of any consent, waiver right (including bidding rights at Crown sales) or novation option relative to or provide for any material change in the obligations of any party in connection with, or terminate arising as a result of the consummation ofownership of the Assets, or propose or initiate any operations on the Lands which have not been commenced or committed to by the Vendor on the date hereof except that the Vendor may propose or initiate any operations on the Lands for, and may propose or initiate the exercise of any right or option relative to, the Mergerpreservation of any of the Leases or Assets. Without the written consent of the Vendor, the Purchaser shall not, and shall not be entitled to, propose to the Vendor, or to cause the Vendor to propose to others, the conduct of any operations on the said lands or the exercise of any right or option relative to the Assets except pursuant to this paragraph.

Maintenance of Business. (a) Except (x) as required by Applicable Law5.01 The Vendor shall continue to maintain the Assets in a proper and prudent manner in accordance with good oil field practice and the Regulations until the Closing Date. 5.02 Prior to the Closing Date, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 the Vendor shall not, without the prior consent of the Company Disclosure Letter Purchaser, assume any material obligation or (c) commitment or propose or initiate any operation with respect to the Assets where the Vendor's share of the expenditure associated with such obligation, commitment or operation is estimated to exceed $25,000, unless and to the extent that the Vendor reasonably determines that such expenditures or actions are necessary for the protection of life or property, in which case the Vendor shall promptly notify the Purchaser of such intention or actions and the Vendor's estimate of the costs and expenses associated therewith. 5.03 Following Closing and to the extent that the Purchaser must be novated into operating agreements or other agreements governing any of the Assets, the Vendor shall be deemed to have been acting as the agent of the Purchaser until the novation has been effected. Insofar as the Vendor maintains the Assets and takes actions with respect thereto on behalf of the Purchaser pursuant to this Article, the Vendor shall be deemed to have been the agent of the Purchaser hereunder. The Purchaser ratifies all actions taken by the Vendor or refrained to be taken by the Vendor as authorized hereunder in such capacity during such period, with the intention that all such actions shall be deemed to be those of the Purchaser. In addition to the foregoing, prior to the Closing Date Vendor shall not, without first obtaining the prior written consent of Acquiror the Purchaser (which consent shall not be unreasonably withheld), the Company shall, and shall cause each make any material amendment to any of the Company Subsidiaries toLeases or contracts applicable to the Assets, conduct its business or enter into any new contracts applicable to the Assets, save where this would be done in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary usual course of business. 5.04 The Purchaser shall indemnify the Company Business, (ii) keep available the services of Vendor and its directors, officers and key employeesofficers, servants, agents or employees against all liabilities, losses, costs (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (ivincluding reasonable legal costs on a solicitor-client basis), that are material to claims or damages which the Company and the Company SubsidiariesVendor or its directors, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibitedofficers, without the prior written consent of Acquirorservants, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier agents or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver employees may suffer or novation or provide for any material change in the obligations of any party in connection with, or terminate incur as a result of maintaining the consummation ofAssets as the agent of the Purchaser pursuant to this Article, insofar as such liabilities, losses, costs, claims or damages are not a direct result of the Mergergross negligence or wilful misconduct of the Vendor or its directors, officers, servants, agents or employees. An action or omission of the Vendor or its directors, officers, servants, agents or employees shall not be regarded as gross negligence or wilful misconduct, however, to the extent it was done or omitted to be done in accordance with the instructions of or with the concurrence of the Purchaser. 5.05 Notwithstanding anything to the contrary herein contained, if prior to Closing: (i) Vendor seeks recourse against Purchaser pursuant to Clause 5.04; or (ii) Vendor or Purchaser identify any third party unsatisfied judgments, claims, proceedings, actions, investigations or lawsuits in existence against Purchaser and/or contemplated or threatened in writing against Purchaser, with respect to the Assets, with a claimed amount in excess of $50,000.00 and which arise out of any matter or thing occurring, attributable or arising during the period between and including the Effective Date to and including the day prior to the Closing Date, Purchaser may, on or before Closing, terminate this Agreement by written notice to Vendor without prejudice to any other rights of Purchaser against Vendor hereunder. The Purchaser, in electing to terminate the Agreement pursuant to this clause, must act reasonably and in good faith. 5.06 Paramount hereby agrees that it will make necessary surface and mines and minerals lease rental payments on behalf of the Purchaser through to and including January 31st, 1998. Such payments will be adjusted in accordance with the provisions of Clause 4.02.

Maintenance of Business. (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 of During the Company Disclosure Letter or (c) with period from the prior written consent of Acquiror (which consent shall not be unreasonably withheld), date hereof to the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to Closing: (i) preserve intact its material Intellectual Property, business organization The La Senorita Companies and material assets consistent with its past practices the Shareholders shall maintain the Business in as good a condition as that existing on the date of this Agreement. All machinery and equipment included in the ordinary course Business that are in use and necessary for the day-to-day operation of the Company Business will be in normal operating condition for the purpose for which the same are used in the Business, ; (ii) keep available the services of its directorsThe La Senorita Companies shall not, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If Shareholders shall cause the Company makes a request in writing to Acquiror to take an action which would be prohibitedLa Senorita Companies not to, without the prior written consent of AcquirorBuyer, pursuant permit any modifications or additions to this Section 5.3the Business, Acquiror except for any repair and renovation herein described, or sell or permit to be sold or otherwise transferred or disposed of any item or group of items constituting personal property, except food, beverage and other items sold in the ordinary course of business, nor prepay any contracts or leases except as is customary in the ordinary course of business; (iii) The La Senorita Companies and the Shareholders shall maintain the La Senorita Companies' existing insurance coverage with respect to the Business; (iv) The La Senorita Companies and the Shareholders shall assist and cooperate with Buyer prior to the Closing in obtaining all necessary permits and licenses (and where possible will assign such permits and licenses to Buyer) to continue operating the Business in the present manner; and (v) The La Senorita Companies and the Shareholders shall use commercially their reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable efforts, and shall cause each maintain substantially all of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result current Employees of the consummation of, Business in a manner consistent with the MergerLa Senorita Companies' normal business practices.

Maintenance of Business. (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement Agreement, required by any applicable Law (including, without limitation, COVID-19 Measures) or as set forth in Schedule 5.3 of the Company Disclosure Letter Contract, or (c) with the Parent’s prior written consent of Acquiror (which consent shall may not be unreasonably withheld, conditioned, or delayed), during the time period from the date of this Agreement until the earlier to occur of (i) the First Merger Effective Time and (ii) the valid termination of this Agreement in accordance with Section 9, the Company shall, and shall cause each of : (a) conduct the Company Subsidiaries to, conduct its business Company’s businesses in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to Ordinary Course of Business; (ib) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course of the Company Business, (ii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If preserve intact the Company’s existing business organizations and relations with its employees, customers, suppliers and others with whom the Company becomes aware of had a material deterioration business relationship in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will Ordinary Course of Business; and (c) use commercially reasonable efforts to promptly bring such information preserve intact and protect its programs and properties and conduct its business in material compliance with applicable Law. Without limiting the generality of the foregoing, during the time period from the date of this Agreement until the earlier to Acquiror’s attention occur of (i) the First Merger Effective Time and (ii) the valid termination of this Agreement in writing within a reasonable period of time andaccordance with Section 9, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable effortsnot, and shall cause each without Parent’s prior written consent (which consent may not be unreasonably withheld, conditioned, or delayed), or except as specifically set forth on Schedule 5.1 hereto, take any action that, had it been taken after the date of the Company Subsidiaries Reference Balance Sheet but before the execution of this Agreement, would have been required to use its commercially reasonable effortsbe disclosed in the Disclosure Schedules pursuant to Section 3.10; provided, that, to assure the extent any provision of Section 3.10 refers to a Company Contract or Company Employee Program, such provision shall be deemed to apply to any Company Contract or Company Employee Program as well as any contract, plan, policy or other instrument that each of its Contracts (other than with Acquiror) would have been a Company Contract or Company Employee Program had it been entered into after or adopted by the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate Company as a result of the consummation of, the Mergerdate hereof.

Maintenance of Business. Each of Seller and the Affiliated Seller Entities, together with their respective officers and directors, will do the following, except as otherwise agreed to in writing by the MBFI Parties: (a1) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 of the Company Disclosure Letter or (c) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct carry on its business only in the ordinary course, course and consistent with past practicesthe respective policies, procedures and practices of Seller and the Affiliated Seller Entities in substantially the same manner as heretofore conducted; and (2) except as they may terminate in accordance with their terms, keep in full force and effect, and not default in any material respect on any of its obligations under, any Material Contract; provided, however, that Seller and those Affiliated Seller Entities that may also be parties to the same, shall take all actions necessary or required to terminate or initiate the termination of the data processing contract currently in effect by and among Seller, the Affiliated Seller Entities to whom such contract may be applicable and Bisys, Inc., including, without limitation, delivering written notice of such termination or intent to terminate to Bisys, Inc. prior to the last date on which such notice can be given in order to prevent an automatic renewal of said contract beyond its 113 currently scheduled termination date, and taking all other actions required to cause such termination under the terms and provisions of said contract, effective as of the scheduled termination date of said contract; and (3) keep in full force and effect the insurance coverage in effect on the date hereof to the extent that such insurance continues to be reasonably available; and (4) use its commercially reasonable best efforts to (i) maintain, renew, keep in full force and effect and preserve intact its material Intellectual Property, business organization and material assets consistent with rights and franchises, permits and licenses and to retain its past practices in the ordinary course of the Company Business, (ii) keep present employee force so that it will be available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent MBFI Parties on and after the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable effortsEffective Date, and shall cause each of the Company Subsidiaries to maintain its existing, or substantially equivalent, credit arrangements with banks and other financial institutions and to use its commercially reasonable efforts, best efforts to assure that each maintain the continuance of its Contracts general customer relationships; and (other than 5) take such actions as may be necessary to maintain, preserve, renew and keep in full force and effect its corporate existence and material rights and franchises; and (6) duly comply in all material respects with Acquiror) entered into after all laws applicable to it and to the Agreement Date will not require the procurement conduct of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Mergerits business.

Maintenance of Business. From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, each Seller shall: (a) Except cause to be done all things necessary to maintain, preserve and renew (xi) as required by Applicable Lawall material licenses, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 authorizations and permits necessary to the conduct of the Company Disclosure Letter Business and (ii) its relationships with clients, customers, suppliers, employees and others in substantially the same manner as it has prior to the date hereof; (b) comply in all material respects with all applicable Laws, including, but not limited to, Environmental Laws, in each case that relate to the Business or the Acquired Assets; (c) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with generally accepted accounting principles, consistently applied, in each case that relate to the prior written consent of Acquiror Business or the Acquired Assets; and (which consent shall d) insofar as it may relate to the Business or the Acquired Assets, not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its enter into any material Intellectual Property, business organization and material assets consistent with its past practices transaction not in the ordinary course of the Company Business, its business; (iie) keep available the services not dispose of any of its directorsassets related to the Business or the Acquired Assets, officers and key employeesexcept in the ordinary course of business consistent with past practice; (f) not enter into any material lease or contract for the purchase or sale or license of any property, real or personal, in connection with the Business or the Acquired Assets, except in the ordinary course of business consistent with past practice; (iiig) maintain the equipment and other assets that are Acquired Assets in effect all Governmental Permits and (iv) working condition according to the extent standards it has maintained to the Company date of this Agreement, subject only to ordinary wear and tear; (h) not amend or terminate any contract, agreement or license to which it is a party that relates to the Business or the Acquired Assets, except those amended or terminated in good faith determines it to be commercially reasonablethe ordinary course of business, maintain satisfactory relationships consistent with customerspast practice, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships which are not material in amount or effect; (i) not waive or release any right or claim in connection with the Company Business or any the Acquired Assets, except for the waiver or release of the Company Subsidiaries, non-material claims in the case ordinary course of this clause business, consistent with past practice; (iv)j) not extend the payment terms for Inventory, that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration except in the relationship ordinary course of business, consistent with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger.past practice;

Maintenance of Business. (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by Subject to the terms and conditions of this Agreement or as set forth in Schedule 5.3 of the Company Disclosure Letter or (c) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shallAgreement, and shall cause each of except as otherwise contemplated hereby, Seller, from the Company Subsidiaries todate hereof through the Closing Date, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course of the Company Business, (ii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If maintain the Company becomes aware of a material deterioration Property in the relationship ordinary course in all material respects. In no case shall Seller engage or authorize TIN or its agents, employees or contractors to engage in any (i) harvesting on any of the Timberlands, except for thinnings on the Retained Timber Tracts, or (ii) clearcutting of Timber or Retained Timber from and after the date of this Agreement, except in connection with a casualty loss or the treatment or prevention of insects or disease, or in connection with any customersalvage operations related to a casualty loss, distributor, supplier insects or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationshipdisease. (b) The Company shall use commercially reasonable effortsSubject to the terms and conditions of this Agreement, and except as Seller may otherwise agree in writing, Purchaser shall cause each not interfere with Seller’s conduct of business with respect to the Property pending the Closing and shall not take any action that might reasonably be expected to impair Seller’s relationships with customers, suppliers or employees of the Company Subsidiaries businesses and operations of Seller, whether or not associated with the Property. Purchaser shall not hinder, discourage or interfere with access to use its commercially reasonable effortsor operations on the Timberlands by any Person in privity of contract with or acting by, through or under Seller. The covenant contained in this Section 7.2(b) shall survive the Closing with respect to assure the Retained Timber Tracts and the Retained Timber. (c) Subject to the terms and conditions of this Agreement, through the Effective Xxxx Xxxxxx shall not transfer, sell or lease any interest in the Timberlands except for the renewal of recreational leases on substantially the same or better terms as currently in effect and except for the entry in the ordinary course of business into new recreational leases substantially in the form of existing recreational leases to which Seller is a party; provided, however, that each any such renewal or new lease shall (i) not be for a term of its Contracts more than twelve (other 12) months and (ii) shall be terminable by lessor upon no more than with Acquirorthirty (30) entered into days prior notice. (d) Seller shall not, after the Agreement Date will not require date of this Agreement, enter into any timber cutting or supply agreement with respect to the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the MergerTimberlands.

Maintenance of Business. (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 of the The Company Disclosure Letter or (c) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course of the Company Business, (ii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If carry on and preserve the Company becomes aware Business (as presently conducted and as proposed by the Company to be conducted as of a material deterioration in the Agreement Date) and its business relationships with users, customers, advertisers, suppliers, employees and others with whom the Company has contractual relations. The Company shall promptly notify Parent of the resignation or other termination of its relationship with any customeremployee or consultant of the Company. If so requested by Parent, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use shall exercise commercially reasonable efforts to promptly bring cooperate with Parent in facilitating an orderly and smooth transition of such information relationships to Acquiror’s attention in writing within a reasonable period Parent upon the consummation of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationshipMerger. (b) The Company shall (i) pay all of its debts and Taxes when due (other than any Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established therefor on a basis consistent with prior periods and are reflected on the Company Financial Statements) and (ii) pay or perform its other liabilities in the Ordinary Course of Business. (c) The Company shall use commercially reasonable efforts, and shall cause efforts to ensure that each of Contract to which the Company Subsidiaries to use its commercially reasonable efforts, to assure is a party that each of its Contracts (other than with Acquiror) is entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger. (d) The Company shall use commercially reasonable efforts to continue to collect accounts receivable and pay accounts payable with respect to the Company Business in the Ordinary Course of Business. (e) The Company shall (i) ensure that all necessary fees and filings with respect to any Registered Company Intellectual Property Rights are timely submitted to the relevant Governmental Authorities and Domain Name registrars to maintain such Registered Company Intellectual Property Rights in full force and effect, (ii) not act, or fail to act, in each case, in any manner that would reasonably be expected to result in any loss, lapse, abandonment, invalidity or unenforceability of any Company Intellectual Property Rights, and (iii) not otherwise assign, transfer, or dispose of any Company Intellectual Property Rights. (f) Except as contemplated by this Agreement or as provided in Schedule 5.2(c) of the Company Disclosure Letter, the Company shall not, without Parent’s prior written consent, accelerate the payment of any commissions, cash bonuses or other cash compensation (other than ordinary wages, salary or scheduled commissions) to any of its directors, officers, employees or consultants.

Maintenance of Business. Between the Agreement Date and the Closing Date the Company shall: (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 of continue to conduct the Company Disclosure Letter or (c) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business Business in the ordinary course, course of business consistent with past practices, practice and in compliance with applicable law; (b) use its commercially reasonable efforts consistent with past practice and policies to (i) preserve intact its material Intellectual Property, present business organization and material assets consistent with its past practices in the ordinary course of the Company Businessorganizations, (ii) keep available the services of its directors, present officers and key employees, employees and (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory preserve its relationships with customers, lenders, suppliers, manufacturersdistributors, licensors, licensees, distributors and others having business relationships dealings with the Company or any of the Company Subsidiariesit, in the case of this clause (iv), that are material to the Company end that its goodwill and ongoing businesses shall be unimpaired at the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to Closing; (c) shall not take an any action which would be prohibited, without the Acquirer’s prior written consent that would render any representation or warranties set forth in Section 2.5 untrue, as if such representation or warranty were made as of Acquirorand with respect to the period between the Agreement Date and the Closing Date; (d) shall not enter into any Contract that would (if entered into prior to the Agreement Date) constitute a Material Contract, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration other than Standard Licenses with customers in the relationship ordinary course of business consistent with past practice; (e) except for the issuance of Company Common Stock in connection with the exercise of Company Warrants, shall not issue, deliver, grant or sell or authorize or propose the issuance, delivery, grant or sale of, or purchase or propose the purchase of, any customerCompany Voting Debt or any Equity Interests, distributoror enter into or authorize or propose to enter into any Contracts of any character obligating it to issue any Equity Interests, supplier other than: (i) the issuance of Company Common Stock upon conversion of Company Preferred Stock or employee that isexercise of vested Company Options or vested Company Warrants, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after case which are outstanding on the Agreement Date will not require or (ii) the procurement repurchase of any consentshares of Company Capital Stock from former employees, waiver non-employee directors and consultants in accordance with Contracts providing for the repurchase of shares in connection with any termination of service; (f) shall not (i) hire, or novation offer to hire, any additional officers or provide for other employees, or any material consultants or independent contractors, (ii) terminate the employment, furlough, change in the obligations title, office or position, materially reduce or change the responsibilities of, or otherwise modify the working hours of any party in connection withemployee or contractor of the Company, (iii) enter into, amend the terms of or terminate extend or renew any employment or consulting agreement with any officer, employee, consultant or independent contractor, (iv) adopt, implement or otherwise establish any other temporary or permanent non-ordinary course measures applicable to employees, consultants, independent contractors or other service providers as a result of the consummation ofCOVID-19 Pandemic (g) shall not (i) adopt, terminate or amend any Company Option Plan or other employee or compensation benefit plan, including any stock issuance or stock option plan, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required under Applicable Law, (ii) grant, pay or increase any change in control, special bonus or special remuneration to any current or former employee or non-employee director or consultant, (iii) modify the Mergersalaries, wage rates, bonuses or fees of its employees or consultants or (iv) grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person; (h) shall not take or agree in writing or otherwise to take, any of the actions described in clauses (c) through (g) in this Section 4.1, or any action that would prevent the Company from performing or cause the Company not to perform one or more covenants, agreements or obligations required hereunder to be performed by the Company (such that the condition set forth in the second sentence of Section 1.2(e)(i) would not be satisfied).

Maintenance of Business. (a) Except (x) Subject to the terms and conditions of this Agreement, and except as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 of the Company Disclosure Letter or (c) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld)otherwise contemplated hereby, the Company shallSelling Parties, and shall cause each of from the Company Subsidiaries todate hereof through the Closing Date, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course of the Company Business, (ii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If operate and maintain the Company becomes aware of a material deterioration Purchased Assets in the relationship with any customer, distributor, supplier or employee that is, ordinary course in each case, all material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquirorrespects, shall exert reasonable commercial efforts not incur liabilities other than in the ordinary course, shall not incur Liens on any of the Purchased Personal Assets other than in the ordinary course, except for encumbrances that in the aggregate are not substantial in amount, do not materially detract from the value of the assets subject thereto, and do not materially interfere with the present use thereof, and shall pay when due all accounts payable in respect of the Purchased Assets in a manner consistent with past practice; provided, however, that it is understood and agreed that if the Selling Parties harvest timber in accordance with the 2002-2004 Sustainable Forestry Initiative Standard, as amended or updated from time to promptly restore the relationshiptime, such harvest activity will be deemed not to violate this Section 9.2(a). (b) The Company Subject to the terms and conditions of this Agreement, and except as Seller may otherwise agree in writing, each Buyer Parent, Buyer, Cash Entity and Buyer Affiliate shall use use, and each Buyer Parent shall cause those Timber Entities which are to be its indirect wholly owned subsidiaries to use, all commercially reasonable effortsefforts not to interfere with the Selling Parties’ conduct of business with respect to the Purchased Assets pending the Closing and not to take any action that might reasonably be expected to impair any Selling Party’s relationships with customers, and shall cause each suppliers or employees of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement businesses and operations of any consentSelling Party, waiver whether or novation or provide for not associated with the Purchased Assets. (c) From the date hereof through the Closing Date, Selling Parties shall not sell any material change in the obligations of any party in connection with, or terminate as a result portion of the consummation of, the MergerTimberlands that are to be transferred pursuant to this Agreement.

Maintenance of Business. (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by Between the date of this Agreement or as set forth in Schedule 5.3 and the Closing, each party shall conduct the business of the Company Disclosure Letter or (c) with Stations and use the prior written consent of Acquiror (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business Transferred Assets only in the ordinary coursecourse of business, consistent with past practices, which shall include compliance in all material respects with all laws, regulations and administrative orders of any federal, state or local governmental authority that are applicable to each party with respect to the Transferred Assets or the operation of the Stations, with the intent of preserving the ongoing operations of the Stations and the Transferred Assets. Without limiting the generality of the foregoing: (a) Each party shall: (i) maintain the Transferred Assets in their present condition (reasonable wear and tear in normal use excepted); (ii) remove, cure and correct prior to the Closing any violations under applicable statutes, rules or regulations that render (or if unremedied would render) inaccurate such party's representations and warranties contained in this Agreement or in any certificate delivered by such party pursuant to this Agreement; (iii) maintain its existing insurance coverage on the Stations and the Transferred Assets; and (iv) maintain its books and records in the usual and ordinary manner, on a basis consistent with prior periods. (b) Neither party shall, without the other party's prior written consent (which shall not unreasonably be withheld or delayed) create, assume or permit to exist any lien upon the Transferred Assets, except for Permitted Liens or liens in existence on the date of this Agreement which will be removed on or prior to Closing Date. (c) Neither party shall sell or agree to sell or otherwise dispose of any of the Transferred Assets, unless such sale or disposal occurs in the ordinary course of business, consistent with past practices and such Transferred Assets are replaced with similar assets of equal or greater value and utility. (d) Each party shall operate the Stations in all respects in accordance with the Governmental Licenses, and all applicable rules and regulations of the FCC and all other applicable laws, regulations, rules and orders. Each party shall use its commercially reasonable efforts not to cause or permit any of the Governmental Licenses to expire, be surrendered, adversely modified or otherwise terminated. Notwithstanding the foregoing, Heftel acknowledges that, prior to Closing, (i) preserve intact Z-Spanish shall be permitted to simulcast its material Intellectual PropertyZ-Spanish Station programming on station KCDX(FM), business organization Florence, Arizona ("KCDX") for a period of 15 days from the date that a commonly owned or affiliated company of Z-Spanish acquires KCDX, after which the Z-Spanish Station may program instrumental music and material assets consistent with its past practices in KCDX shall continue to broadcast the ordinary course of programming format previously aired on the Company Business, Z-Spanish Station; and (ii) keep available Z-Spanish shall be permitted to relinquish the services of its directors"KLNZ" call sign for the Z-Spanish Station and transfer said call sign, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any approval of the Company SubsidiariesFCC, in to station KCDX (it being understood that Z-Spanish shall request from the case of this clause (iv), that are material to FCC any replacement call sign for the Company and the Company Subsidiaries, taken Z-Spanish Station as a whole. If the Company makes a request in writing to Acquiror to take an action which would may be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationshipHeftel. (b) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger.

Maintenance of Business. (a) Except (x) as required by Applicable Law, (y) as expressly required or expressly permitted by this Agreement Agreement, required by any applicable Law or Contract, or as set forth Buyer may otherwise consent to in Schedule 5.3 of the Company Disclosure Letter or (c) with the prior written consent of Acquiror writing (which consent shall not be unreasonably withheld, conditioned or delayed), during the time period from the date of this Agreement until the earlier to occur of (i) the Effective Time and (ii) the valid termination of this Agreement in accordance with Section 9, the Company shall, and shall cause each of : (a) conduct the Company Subsidiaries to, conduct its business Company’s businesses in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices in the ordinary course Ordinary Course of the Company Business, including with respect to hiring and terminating personnel; (iib) keep available the services of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If preserve intact the Company’s existing business organizations and relations with their employees, customers, suppliers and others with whom the Company becomes aware of had a material deterioration business relationship in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will Ordinary Course of Business; and (c) use commercially reasonable efforts to promptly bring such information preserve intact and protect its programs and properties and conduct its business in material compliance with applicable Law. Without limiting the generality of the foregoing, during the time period from the date of this Agreement until the earlier to Acquiror’s attention occur of (i) the Effective Time and (ii) the valid termination of this Agreement in writing within a reasonable period of time andaccordance with Section 9, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship. (b) The Company shall use commercially reasonable effortsnot, and without Buyer’s prior written consent (which consent shall cause each not be unreasonably withheld, conditioned or delayed) or as expressly permitted by this Agreement, or except as specifically set forth on Schedule 5.1 hereto, take any action that, had it been taken after the date of the Company Subsidiaries Reference Balance Sheet but before the execution of this Agreement, would have been required to use its commercially reasonable effortsbe disclosed in the Disclosure Schedules pursuant to Section 3.10; provided that, to assure the extent any provision of Section 3.10 refers to a Company Contract or Company Employee Program, such provision shall be deemed to apply to any Company Contract or Company Employee Program as well as any contract, plan, policy or other instrument that each of its Contracts (other than with Acquiror) would have been a Company Contract or Company Employee Program had it been entered into after or adopted by the Agreement Date will not require Company as of the procurement date hereof; provided, further that the Company shall be permitted to amend the Charter Documents to permit the withholding of any consent, waiver or novation or provide for any material change the Aggregate Closing Bonus Amount from the Company Securityholders in order to fund the obligations payment of any party the Closing Bonus Amounts and the employer payroll taxes payable in connection with, or terminate as a result of the consummation of, the Mergertherewith.

Maintenance of Business. (a) Except (x) as required by Applicable LawDuring the period from the date hereof through the Time of Closing, (y) Seller shall carry on and use its reasonable efforts to preserve the Business and the Assets, maintain all equipment and machinery in good working order, reasonable wear and tear excepted, discharge and maintain current obligations with respect to any employee withholding taxes, preserve inventories of necessary supplies at proper levels, keep available the services of present officers and key employees and preserve relationships with customers, suppliers and others having dealings with the Business or the Assets. Seller shall not, except as expressly required or expressly permitted by this Agreement or herein and except as set forth in Schedule 5.3 the Disclosure Letter delivered as of the Company Disclosure Letter date hereof, (i) enter into agreements or contracts of employment or terminate the employment of any engineering or technical personnel or other key employees except for cause; (cii) with the prior written consent alter any employee or personnel benefits; (iii) dispose of Acquiror any Assets (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business other than in the ordinary coursecourse and subject to the obligation to maintain proper inventory levels); (iv) make any capital improvements, consistent with past practices, and use its commercially reasonable efforts to additions or expenditures; (iv) preserve intact its material Intellectual Property, business organization and material assets consistent with its past practices incur any liabilities or obligations (other than in the ordinary course of the Company Businessbusiness); (vi) declare any distribution or dividends of any kind, or (iivii) keep available the services repurchase or otherwise acquire any shares of its directors, officers and key employees, (iii) maintain in effect all Governmental Permits and (iv) to the extent the Company in good faith determines it to be commercially reasonable, maintain satisfactory relationships with customers, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships with the Company or any of the Company Subsidiaries, in the case of this clause (iv), that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration in the relationship with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationshipcapital stock. (b) The Company Seller shall use commercially reasonable effortstake all action necessary and appropriate to provide Purchaser or Ultratech with exclusive access to the "lock box" account at and after the Time of Closing. (c) During the period from the date hereof through the Time of Closing, Seller agrees to advise Purchaser and Ultratech of any material operating decisions as well as the receipt of purchase orders, payment of creditors, changes in payroll and changes in the status of employees and consultants. Notwithstanding the foregoing, Seller acknowledges that such operating decisions shall be made independently and Seller shall be solely responsible for its implementation, consequences, and shall cause each liabilities, if any. (d) Seller's indebtedness under its bank line of credit with the Lenders (including any re-advances from the Lenders) will total $17.481 million as of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each Time of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the MergerClosing.

Maintenance of Business. From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, each Seller shall: (a) Except cause to be done all things necessary to maintain, preserve and renew (xi) as required by Applicable Lawall material licenses, (y) as expressly required or expressly permitted by this Agreement or as set forth in Schedule 5.3 authorizations and permits necessary to the conduct of the Company Disclosure Letter usiness and (ii) its relationships with clients, customers, suppliers, employees and others in substantially the same manner as it has prior to the date hereof; (b) comply in all material respects with all applicable Laws, including, but not limited to, Environmental Laws, in each case that relate to the Business or the Acquired Assets; (c) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with generally accepted accounting principles, consistently applied, in each case that relate to the prior written consent of Acquiror Business or the Acquired Assets; and (which consent shall d) insofar as it may relate to the Business or the Acquired Assets, not be unreasonably withheld), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course, consistent with past practices, and use its commercially reasonable efforts to (i) preserve intact its enter into any material Intellectual Property, business organization and material assets consistent with its past practices transaction not in the ordinary course of the Company Business, its business; (iie) keep available the services not dispose of any of its directorsassets related to the Business or the Acquired Assets, officers and key employeesexcept in the ordinary course of business consistent with past practice; (f) not enter into any material lease or contract for the purchase or sale or license of any property, real or personal, in connection with the Business or the Acquired Assets, except in the ordinary course of business consistent with past practice; (iiig) maintain the equipment and other assets that are Acquired Assets in effect all Governmental Permits and (iv) working condition according to the extent standards it has maintained to the Company date of this Agreement, subject only to ordinary wear and tear; (h) not amend or terminate any contract, agreement or license to which it is a party that relates to the Business or the Acquired Assets, except those amended or terminated in good faith determines it to be commercially reasonablethe ordinary course of business, maintain satisfactory relationships consistent with customerspast practice, lenders, suppliers, manufacturers, licensors, licensees, distributors and others having business relationships which are not material in amount or effect; (i) not waive or release any right or claim in connection with the Company Business or any the Acquired Assets, except for the waiver or release of the Company Subsidiaries, non-material claims in the case ordinary course of this clause business, consistent with past practice; (iv)j) not extend the payment terms for Inventory, that are material to the Company and the Company Subsidiaries, taken as a whole. If the Company makes a request in writing to Acquiror to take an action which would be prohibited, without the prior written consent of Acquiror, pursuant to this Section 5.3, Acquiror shall use commercially reasonable efforts to respond to such request within two Business Days of receipt thereof. If the Company becomes aware of a material deterioration except in the relationship ordinary course of business, consistent with any customer, distributor, supplier or employee that is, in each case, material to the Company and the Company Subsidiaries, taken as a whole, it will use commercially reasonable efforts to promptly bring such information to Acquiror’s attention in writing within a reasonable period of time and, if requested by Acquiror, shall exert reasonable commercial efforts to promptly restore the relationship.past practice; (bk) The Company shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use its commercially reasonable efforts, to assure that each of its Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for make any material change in its accounting methods or practices with respect to the obligations of Business; or (l) not materially change any party in connection with, or terminate as a result of business practices with respect to the consummation of, the MergerBusiness.