Common use of Operations Prior to the Closing Date Clause in Contracts

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent shall cause the Companies to operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies. (b) Notwithstanding Section 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees shall not be unreasonably withheld or delayed), Parent shall cause each of the Companies not to: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoing.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing DateSeller shall, Parent and shall cause the Companies to other Seller Parties to, operate and carry on the Business only in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Lawsmaterial respects as presently operated. Consistent with the foregoing, Parent Seller shall, and shall cause each of the Companies to other Seller Parties to, use its commercially reasonable efforts consistent with good business practice to (i) keep and maintain the Purchased Assets in good operating condition and repair and use commercially reasonable efforts consistent with good business organization of practice to maintain the Companies intact, (ii) keep available the services of any key employees of the Companies Business intact and (iii) to preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employeesBusiness Employees, customers, distributors and others having business relations with the CompaniesBusiness. In connection therewith, the Seller shall not, and shall cause the other Seller Parties to not, with respect to any Business Employee (i) transfer such Business Employee to another business unit of Seller, (ii) offer such Business Employee employment by another business unit of Seller or its Affiliate after the Closing Date or (iii) otherwise attempt to persuade any such Business Employee to terminate his or her relationship with the Seller Parties or not to commence employment with Buyer after the Closing. (b) Notwithstanding Section 7.4(a), except as set forth described in Schedule -------------- -------- 7.4, except 7.4 or as expressly contemplated by this Agreement or except with the express written --- approval of Buyer (whichBuyer, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees which approval shall not be unreasonably withheld or delayed)withheld, Parent Seller shall not, and shall cause each of the Companies not toother Seller Parties to not: (i) make any material change in the Business or its operations, except such changes as may be required the operations of the Seller Parties with respect to comply with any applicable Requirements of Lawthe Business; (ii) make any capital expenditure (including capitalized software) with respect to the Business or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) 5.16 if in effect on the ---------------- ------- date hereof or amend enter into any Business Agreement in any material respectcontract which cannot be assigned to Buyer or a permitted assignee of Buyer under Section 13.5; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property to be used in the Business or exercise any option to extend a lease listed in Schedule 5.9; ------------5.10(B); (viv) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers by Seller to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assetsthe Purchased Assets, other than inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (viivi) cancel any debts owed to or claims held by it the Business (including the settlement of any claims or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, ) other than in the ordinary course of the Business consistent with past practice; (viiivii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from that would give rise to any of its Affiliates in lien on the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13)Purchased Assets; (ixviii) accelerate or delay collection of any notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (xix) delay or accelerate payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xix) make, or agree to make, any distribution of any assets (other than cash) that would otherwise be Purchased Assets to Parent Seller or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiiixi) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course benefits of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of LawEmployees; (xvxii) make terminate any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAPBusiness Employees for a reason other than cause; (xvixiii) make any change in its charter, by-laws prepare or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in preparing or filing similar Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Companyin prior periods, in either each case if to the extent doing so would, would affect the Taxes payable by the Buyer or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning Acquired Subsidiaries after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiiixiv) authorize, make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4; or (xv) agree or commit or agree, whether in writing or otherwise, to do any of the foregoing.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent 7.4.1. Seller shall cause the Acquired Companies to operate and carry on the Business their business only in the ordinary course in accordance with past practice Ordinary Course of Business and in compliance with all applicable Requirements of Law, including Environmental Lawssubstantially as presently operated. Consistent with the foregoing, Parent Seller shall cause each the Assets to be maintained in the same working order and condition, in a manner consistent with past practice, as such Assets are in as of the Companies to date of this Agreement (reasonable wear and tear excepted) and shall use its reasonable efforts consistent with good business practice Best Efforts to (i) maintain the business organization of the Acquired Companies intact, (ii) keep available the services of any key employees of the Companies intact and (iii) to preserve the goodwill and beneficial present relationships of with the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Acquired Companies. (b) Notwithstanding Section 7.4(a), except 7.4.2. Except as set forth in Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement or as set forth on SCHEDULE 7.4.2 or except with the express written --- approval of Buyer (whichBuyer, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees Seller shall not be unreasonably withheld or delayed), Parent with respect to the Acquired Companies and shall cause each of the Companies Acquired Company not to: : (ia) amend its Organizational Documents; (b) issue, grant, sell or encumber any shares of its capital stock, any other voting, equity or ownership interest in the Acquired Company or any other securities; or issue, grant, sell or encumber any security, option, warrant, put, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the acquisition, issuance, sale, pledge or other disposition of any shares of its capital stock, any other voting, equity or ownership interest in the Acquired Company or any other securities or make any other changes in the equity capital structure of any Acquired Company; (c) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements the operations of Law; the Acquired Companies; (iid) make any capital expenditure expenditures in excess of $100,000 in the aggregate or enter into any contract or commitment therefor, other than capital expenditures or commitments for capital expenditures currently budgeted and disclosed in the ordinary course of the Business, which is in excess of $50,000; SCHEDULE 7.4.2; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (ive) enter into any contract that contains a "change Contract which requires the Consent of control" provision any third party to consummate the Contemplated Transactions; or make any modification to any existing Applicable Contract or to any Governmental Authorization, other than changes made in good faith that would give not be material to the other party Acquired Companies as a right whole, would not adversely affect the ability of Seller, the Acquired Companies or any of their respective Affiliates to terminate such contract upon consummate the consummation Contemplated Transactions and would not adversely affect the ability of Buyer to conduct the Business of the transactions contemplated hereby or under which Acquired Companies as currently conducted from and after the consummation of the transactions contemplated hereby would constitute a default; Closing; (vf) enter into any contract Contract for the purchase purchase, lease (as lessee) or other occupancy of real property or for the sale of any Owned Real Property or exercise any option to purchase real property listed in SCHEDULE 5.11.2 or any option to extend a lease listed in Schedule 5.9SCHEDULE 5.11.2; ------------ (vig) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from any Acquired Company to Seller or any Affiliate of its AffiliatesSeller other than another Acquired Company), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance (other than a Permitted Encumbrance) on, any of its properties, rights or assetsthe assets of any Acquired Company, other than inventory and minor amounts of personal property or other Personal Property not material to the Business sold or otherwise disposed of for fair value in the ordinary course Ordinary Course of the Business consistent with past practice and other than Permitted Encumbrances; Business; (viih) cancel any debts Indebtedness owed to or claims held by it any Acquired Company (including the settlement of any claims or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, ) other than in the ordinary course Ordinary Course of the Business consistent with past practice; Business; (viiii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); , except for borrowings incurred in the Ordinary Course of Business consistent with past practice, or Indebtedness incurred by loans or advances to officers and employees of the Acquired Companies for travel, business or relocation expenses in the Ordinary Course of Business; (ixj) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course Ordinary Course of the Business consistent with past practice; Business; (xk) delay or accelerate payment of any account payable or other liability Liability beyond or in advance of its due date or the date when such liability Liability would have been paid in the ordinary course Ordinary Course of Business; (l) incur any Liability other than current Liabilities incurred in the Business consistent with past practice; Ordinary Course of Business; (xim) make, or agree to make, any payment of any dividend or distribution of cash or any other assets to Seller or any Affiliate of Seller (other than cashanother Acquired Company or in connection with the purchase of steel raw materials from WPC or PCC on normal terms and at prices not in excess of market prices in the Ordinary Course of Business); (n) to Parent or make any of its Affiliates; (xii) institute any increase in any benefit providedaddition to, contribution to, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any modification of the CompaniesApplicable Plans, other than (i) contributions made in accordance with the ordinary course Ordinary Course of Business (which would include the Business normal discretionary contribution for 2001 to the Company's 401(k) Retirement Savings Plan in an amount consistent with past practice or as that made in prior years); (ii) the extension of coverage to other employees who become eligible after December 31, 2001; and (iii) any plan amendments required by any Company Plan, Parent Plan or Requirements of Law; applicable Legal Requirements; (xiiio) make any material change in the compensation of its employeesthe employees of the Acquired Companies, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xvp) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is Statements contained in SCHEDULE 5.5 other than as required by GAAP; ; (xviq) make any change in its charter, by-laws prepare or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or or, on any such Tax Return, take any position, make any election, election or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods in filing Tax Returns (including any such positionincluding, election without limitation, positions, elections or method methods which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent Seller is liable); ; or (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxir) enter into any joint venture, partnership agreement or similar arrangement or acquire or agree to acquire take any action that would be prohibited by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoingthis Section 7.4.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing DateSeller shall use its commercially reasonable efforts to, Parent shall and to cause the Companies to to, operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements substantially as operated immediately prior to the date of Law, including Environmental Lawsthis Agreement. Consistent with the foregoing, Parent Seller shall use its commercially reasonable efforts to, and shall cause each of the Companies to use its their commercially reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intactto, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies. (b) Notwithstanding Section 7.4(a6.4(a), except as set forth in Schedule -------------- -------- 7.46.4 of the Seller Disclosure Schedule, except as contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld or delayed), Parent Seller shall cause each of not permit the Companies not to: (i) make any material change in the Business or its their operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) purchase or otherwise acquire any assets or make any capital expenditure expenditures, in each case that are material, individually or enter into any contract or commitment thereforin the aggregate, to the Business (other than (A) purchases of inventory in the ordinary course of business consistent with past practice, (B) capital expenditures contemplated by the Businessfiscal 2006 capital budget for the Business made available to Buyer, which is (C) capital expenditures required under any Real Estate Agreement or Lease Agreement for capital improvements that are not controlled exclusively by Seller or the Companies, (D) capital expenditures required by any Governmental Body and (E) such capital expenditures not covered by clauses (A) through (D) above that do not exceed $2,000,000 in excess of $50,000the aggregate); (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in on Schedule 5.9; ------------ (vi) sell, lease (as lessor4.9(a)(i), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viiiiv) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money borrowed money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practicebusiness) or enter into, as lessee, grant any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or Encumbrance with respect to the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, in each case other than Permitted Encumbrances, Permitted Real Property Exceptions and Encumbrances imposed by the Credit Agreement; (v) transfer any material assets (other than cash in excess of Register Cash prior to the Effective Time) to Seller or any of its Affiliates (other than the Companies); (vi) institute any material increase in the ordinary course of the benefits available under any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to any Business consistent with past practice or Employees, other than as expressly required by the terms of any Company Plan, Parent Plan such plan as in effect on the date of this Agreement or Requirements of Law; (xiiivii) make (A) grant to any Key Employee any increase in compensation or other material benefits (excluding any retention agreements that do not involve payments by Buyer or the Companies to any such Key Employee after the Closing) or grant to any Business Employee any material change increase in the compensation of its employees, or other than changes made in accordance with normal compensation practices of benefits (excluding any retention agreements that do not involve payments by Buyer or the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees such Key Employee after the Closing) except as may be required under existing agreements or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business business consistent with past practice or (B) designate any Business Employee as required by any Company a participant in the Severance Pay Plan pursuant to Section 2.A(ii) of the Severance Pay Plan, Parent Plan or Requirement of Law; (xvviii) make redeem or otherwise acquire any material change in the accounting policies applied in the preparation shares of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document their capital stock or issue any capital stock (or securities exchangeableany option, convertible warrant or exercisable for capital stock)right relating thereto; (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xxix) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customerscollective bargaining agreement; (xxix) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxiixi) merge sell or consolidate otherwise dispose of any assets that are material, either individually or in the aggregate, to the Business (other than sales of inventory in the ordinary course of business consistent with past practice); (xii) materially adversely modify or amend any Business Agreement; (xiii) make any material change in the accounting methods or policies applied in the preparation of the Financial Statements, unless such change is required by GAAP; (xiv) amend the articles of incorporation or by-laws of the Companies; (xv) intentionally waive in writing any right of any material value of or with respect to the Business; (xvi) enter into any material agreement, contract or arrangement with any of its Affiliates relating to the Business; (xvii) create any new gift certificate, gift card, merchandise voucher, coupon or refund program for the Business or amend in any material respect the Seller Gift Programs, in each case, other Person than in the ordinary course of business consistent with past practice; (xviii) create any new return policy for merchandise purchased from the Business or dissolve amend in any material respect the Seller Return Policies; (xix) from the date of this Agreement through September 30, 2006, (A) place any orders (other than fill-in or liquidatereplenishment orders) for spring 2007 products bearing a Private Brand (as defined in the Private Brands Agreement) or (B) place any fill-in or replenishment orders for products bearing a Private Brand (as defined in the Private Brands Agreement) scheduled for delivery after June 30, 2007; or (xxiiixx) authorize, commit or agree, whether in writing or otherwise, agree to do any of the foregoing.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent The Seller shall use reasonable efforts to cause the Companies Transferred Antibody Collection Business to operate and carry on substantially as operated prior to the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements date of Law, including Environmental Lawsthis Agreement. Consistent with the foregoing, Parent the Seller shall cause each of the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesTransferred Antibody Collection Business. (b) Notwithstanding Section 7.4(a), 6.4(a) except as set forth in Schedule -------------- -------- 7.4, except as otherwise contemplated by this Agreement or except with as consented to in writing by the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees which consent shall not be unreasonably withheld or delayed), Parent the Seller shall cause each of not with respect to the Companies not toTransferred Antibody Collection Business: (i) make any material change in the Transferred Antibody Collection Business or its operations, except such changes as may be required to comply with any applicable Requirements requirements of Lawlaw; (ii) make any capital expenditure or enter into any contract or commitment therefortherefor in excess of $100,000 in the aggregate, other than except in the ordinary course of the Transferred Antibody Collection Business, which is in excess of $50,000; (iii) other than in except to the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be extent set forth in Schedule 5.14(a6.4(b)(iii) or 5.14(b) if in effect on attached hereto (for which the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation consent of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) Buyer shall be required, such consent to not be unreasonably withheld), enter into any contract for the purchase of real property or enter into any new lease of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------Lease; (viiv) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates)of, or mortgage or pledge, or impose or suffer to be imposed any Encumbrance encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilitiesAssets, other than in the ordinary course of the Business consistent with past practicebusiness; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xiiv) institute any material increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit provided, or loan or advance any money or property, plan with respect to any present or former director, officer, consultant or employee of any the employees of the CompaniesTransferred Antibody Collection Business, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan such plan or Requirements requirements of Lawlaw; (xiiivi) make any material general change in the compensation of its employeesthe employees of the Transferred Antibody Collection Business, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiiivii) authorize, commit sell or agree, whether in writing or otherwise, otherwise transfer any Plasma Inventory other than pursuant to do any (A) Contract (existing as of the foregoingdate of this Agreement without amendment subsequent to the date of this Agreement), (B) the Bayer Supply Agreement, or (C) sales to the Korean Green Cross in accordance with past practices.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing DateSellers covenant and agree that, Parent shall cause the Companies to operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its reasonable efforts consistent with good business practice to except (i) maintain as expressly contemplated by this Agreement, the business organization of Consulting Agreement or the Companies intactLiquidation Agreement, (ii) keep available the services of any key employees of the Companies and as disclosed in Schedule 7.2, (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies. (b) Notwithstanding Section 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except with the express prior written --- approval consent of Buyer (whichwhich consent, in the case of clauses (iiother than with respect to Section 7.2(b)(ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees shall not be unreasonably withheld or delayed), Parent (iv) as required by the Bankruptcy Court or (v) as otherwise required by Law, after the Effective Date and prior to the Closing Date: (a) Sellers shall cause each use commercially reasonable efforts, taking into account Sellers’ status as debtors-in-possession in the Bankruptcy Cases, to carry on the Business in the Ordinary Course of Business, to maintain in full force and effect the Permits, to maintain and preserve the Acquired Assets in their present condition (including by using their commercially reasonable efforts to renew any Business Contracts that come up for renewal in the Ordinary Course of Business), other than reasonable wear and tear and sales of Inventory in the Ordinary Course of Business (for the avoidance of doubt, Sellers shall not be required to replenish inventory), to continue to protect the confidentiality, integrity and security of the Companies not toIT Assets (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption, and to keep intact the business relationships relating to the Business; and, without limiting the generality of the foregoing, (b) Sellers shall not: (i) make any material change other than the sale of Inventory in the Business Ordinary Course of Business, or its operationspursuant to any debtor-in-possession financing or cash collateral agreement or order, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course Order of the BusinessBankruptcy Court, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer (including the transfer from an Acquired Store to a non-Acquired Store), assign, license, convey, surrender, relinquish, abandon, permit to lapse or otherwise dispose of (including any transfers to any of its Affiliates)of, or mortgage or pledge, or voluntarily impose or suffer to be imposed any Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) on, any of its propertiesAcquired Asset; (ii) amend, modify, terminate, waive any rights under or assetscreate any Encumbrance with respect to, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course any of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel Contracts or Real Property Leases or otherwise take any debts owed to or claims held actions not required by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection terms of any notes Business Contract or accounts receivable Real Property Lease that would result in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, payments to be made under such Business Contract or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of LawReal Property Lease; (xiiiiii) make incur or permit to be incurred any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement Liability that would be a Company Plan if it were in existence on an Assumed Liability outside the date hereof, other than in Ordinary Course of Business or that would increase the ordinary course amount of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Lawan Assumed Liability; (xviv) make incur any material change in long-term expenditure associated with the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAPAcquired Assets that would be an Assumed Liability; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviiiv) except as required by lawin the Ordinary Course of Business, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle cancel or compromise any proceeding relating to Tax liabilities of material claim or waive or release any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contractsmaterial right, in each case, where the terms of such new contract that is a claim or amendment are not materially less favorable right related to the Companies than existing contracts with such customersan Acquired Asset; (xxivi) with respect to any Business Employee, increase the salary, bonus or severance arrangements of such Business Employee or amend, modify, terminate or enter into any employment or severance Contract with such Business Employee, or terminate the employment of any Business Employee or other employee of Seller who may be designated hereunder as a Business Employee prior to Closing; or (vii) enter into any joint ventureagreement or commitment to take any action prohibited by this Section 7.2. (c) Without in any way limiting any Party’s rights or obligations under this Agreement, partnership the Parties understand and agree that (i) nothing contained in this Agreement shall give Buyer, directly or similar arrangement indirectly, the right to control or acquire direct the operations of Sellers or agree the Business prior to acquire by merging or consolidating the Closing and (ii) prior to the Closing, Sellers shall exercise, consistent with, and subject to, the terms and conditions of this Agreement, complete control and supervision over the Business and its operations to the extent permitted by Law, including pursuant to the Consulting Agreement and the Liquidation Agreement and taking into account Sellers’ status as debtors-in-possession in the Bankruptcy Cases. Notwithstanding anything herein to the contrary, Sellers shall be permitted to take all actions that are necessary or by purchasing desirable to comply with the WARN Act, including providing any notices required under the WARN Act, and no such actions shall constitute a substantial portion violation of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoingthis Section 7.2.

Operations Prior to the Closing Date. (a) From Except as set forth in Schedule 7.4, except as contemplated by this Agreement or except with the ------------------------------------ date hereof through the Closing Datewritten approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Parent Aon shall use its reasonable efforts to cause the Companies Company and the Subsidiaries to operate and carry on the Business their business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements substantially as operated immediately prior to the date of Law, including Environmental Lawsthis Agreement. Consistent with the foregoing, Parent Aon shall cause each of the Companies Company and the Subsidiaries to use its their reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesCompany and the Subsidiaries. (b) Notwithstanding Section 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld or delayed), Parent Aon shall cause each of not permit the Companies not Company and the Subsidiaries to: (i) make any material change in the Business their business or its their operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any investments other than in accordance with the investment policies of the Company and the Subsidiaries as of the date of this Agreement, or make any material amendments to such investment policies; (iii) realize gains or losses in investment securities other than in the ordinary course of business consistent with past practices of the Company and the Subsidiaries; (iv) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Businessbusiness, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default1,000,000; (v) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any Person or assets comprising a business or make any investment, either by purchase of stock or other securities or contribution to capital, that is material to the Company and the Subsidiaries taken as a whole; (vi) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------property; (vivii) cancel any debts owed to or claims held by them (including the settlement of any claims or litigation) other than in the ordinary course of business consistent with past practice or in accordance with Section 7.5; (viii) sell, lease (as lessor), transfer or otherwise dispose of (including other than any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or their assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viiiix) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money (other than borrowed money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of other than any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practiceindebtedness that is subject to Section 7.5; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as contemplated by Sections 7.5 and 7.6 below, make, or agree to make, any distribution or other disposition of assets (other than cashincluding cash or cash equivalents) to Parent Aon or any of its AffiliatesAffiliates or otherwise declare or pay any dividend on its capital stock; (xi) enter into any new agreement or arrangement between the Company or a Subsidiary, on the one hand, and Aon or any of its Affiliates (other than the Company and the Subsidiaries), on the other hand; (xii) institute enter into any increase agreement with a third party providing for the acceleration, payment, performance, consent or other consequence as a result of a change in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee control of any of the CompaniesCompany and the Subsidiaries involving any payment by the Company or the Subsidiaries; (xiii) (1) enter into any employment or severance agreement, other than for new employees in the ordinary course of business, (2) increase the benefits payable in the aggregate under severance or termination pay plans or policies in effect on the date hereof, other than as required by Law, (3) adopt any new or amend any existing bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan or policy for the benefit of any director, officer or employee, other than (A) for new employees in the ordinary course of business, (B) as required by Requirements of Law, (C) amendments to bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plans or policies which are applicable to all or a portion of the Company and the Subsidiaries and which do not in the aggregate increase amounts otherwise payable under such plans or policies and (D) any change generally applicable to Aon employees or any change in the ordinary course consistent with past compensation practices, (4) increase the compensation or benefits of any director or executive officer, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or business and other than pursuant to Requirements of Law; Law or Company Employment Agreement or (xiii5) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees waive or amend the form terms of retention and severance any noncompetition or nonsolicitation agreement contained in Schedule 7.4; ------------with any employee; (xiv) establishchange any of the material accounting principles, adoptpractices, enter intomethods or policies (including but not limited to any reserving methods, amend practices or terminate any Company Plan, policies or any plan, agreement, program, policy, trust, fund the classification or other arrangement that would be a Company Plan if it were in existence computation of current or deferred tax assets or liabilities on the date hereofBalance Sheet), other than except as may be required as a result of a change in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement Requirements of Law, GAAP or SAP (with Aon providing the Buyer with prompt, prior written notice of any such change); (xv) make make, change or revoke any material change in Tax election or method of accounting for Tax purposes or enter into or amend any Tax sharing agreement or Tax indemnity if such action would increase the accounting policies applied in the preparation amount of the Interim Financial Statements, unless such change is required by GAAPTaxes for which Buyer would be liable pursuant to this Agreement; (xvi) make any change in its charter, their charters or by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for or rights to acquire capital stock); (xvii) splitadopt a plan of complete or partial liquidation or resolutions providing for the complete or partial liquidation, combine or reclassify any shares of its capital stock or partnership or membership interests or declaredissolution, set aside or pay any dividends or make any other distributions (whether in cashamalgamation, stock consolidation, restructuring, recapitalization or other property) reorganization, other than any transactions in respect of such shares or interests, except for cash dividends and distributions payable connection with facilitating the restructuring contemplated by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent;Section 8.8; or (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, otherwise to do take any of the foregoingactions described above in clauses (i) through (xvii) of this Section 7.4.

Operations Prior to the Closing Date. (a) From Subject to the ------------------------------------ date hereof through the Closing Dateterms and conditions of this Agreement, Parent Seller shall use reasonable efforts to cause the Companies to operate and carry on conduct the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements material respects as operated prior to the date of Law, including Environmental Lawsthis Agreement. Consistent with the foregoing, Parent Seller shall cause each of the Companies to use its commercially reasonable best efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies. (b) Notwithstanding Section 7.4(a), except as set forth in on Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld or delayed), Parent Seller shall cause each of the Companies not to: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course (or a series of the Business, which is related contracts or commitments) to make any capital expenditure in excess of $50,000250,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viiiiv) create, incur incur, guarantee or assume, or agree to create, incur incur, guarantee or assume, any Indebtedness indebtedness for Borrowed Money borrowed money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter intoBusiness), as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of the Business consistent with past practicebusiness; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xiv) make, or agree to make, any payment of cash or distribution of assets to any of its Affiliates (other than cash) to Parent or any payments made in respect of its Affiliatescash realized upon collection of receivables generated in the ordinary course of the Business); (xiivi) institute any increase in any profit- sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit provided, or loan or advance any money or property, plan with respect to any present or former director, officer, consultant or employee of any of the Companiesits employees, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan such plan or Requirements of Law; (xiiivii) make any material change in the compensation of its employees, other than than, in the case of employees who are not executive officers of the Company, changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices; (viii) issue, sell or redeem or agree to issue, sell or redeem (i) any shares of capital stock or (ii) any securities convertible into, or grant options with respect to, or warrants to purchase or rights to subscribe for, any severance or termination pay to any shares of its employees or amend the form capital stock of retention and severance agreement contained in Schedule 7.4; ------------either Company; (xivix) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than except in the ordinary course of the Business consistent with past practice or business, as required by law or contractual obligations existing on the date hereof or as provided for in or contemplated by this Agreement, (A) sell, transfer or otherwise dispose of any Company Planof its assets other than inventory in the ordinary course of business, Parent Plan (B) create any new Encumbrance on its properties or Requirement assets (other than Permitted Encumbrances), (C) enter into any joint venture or partnership or (D) purchase any assets or securities of Lawany Person; (xvx) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is audited financial statements contained in Schedule 5.5 other than as required by GAAP; (xvixi) make any change in its charter, the charter or by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any either Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiiixii) authorizeenter into, commit modify or agreeamend any Business Agreement. Notwithstanding the provisions of this Section, whether nothing in writing this Agreement shall be construed or otherwiseinterpreted to prevent the Companies from (i) paying or making regular or special dividends or other distributions, (ii) making, accepting, paying, repaying or settling inter- or intracompany receivables, payables, loans or advances to, from or with one another or with Seller or any Affiliate, or (iii) engaging in any transaction incident to do any the cash management procedures of Seller and its Affiliates and borrowings for working capital purposes and purposes of providing additional funds to the foregoingCompanies in the ordinary course of business.

Operations Prior to the Closing Date. (a) From Prior to the ------------------------------------ date hereof through Closing, except as set forth on Schedule 7.4, requested by any Governmental Body, required or expressly permitted by this Agreement or Law, or with the Closing Dateexpress written approval of Buyer (which Buyer agrees shall not be unreasonably withheld, Parent conditioned or delayed), Seller shall use its commercially reasonable efforts to cause the Companies to operate and carry on the Business in all material respect in the ordinary course in accordance with past practice and in compliance with all applicable Requirements substantially as operated immediately prior to the date of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies this Agreement and to use its their commercially reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies. (b) Notwithstanding Section 7.4(a), except as set forth in on Schedule -------------- -------- 7.47.4(b), except as contemplated requested by any Governmental Body, required by any Law, required or expressly permitted by this Agreement or except with the express written --- approval of Buyer (whichwhich Buyer agrees shall not be unreasonably withheld, conditioned or delayed with respect to the matters in the case of clauses (ii), (iiiiv), (vixiv), (ix), (xxiv) and (xvii) below and, to the extent related thereto, (xviii)), Buyer agrees prior to the Closing, Seller shall not be unreasonably withheld or delayed), Parent shall cause each permit either of the Companies not to: (i) make acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any material change in corporation, partnership or other business organization or division, other than as contemplated by the Business or its operations, except such changes as may be required to comply with any applicable Requirements of LawReorganization; (ii) make any capital expenditure expenditures or enter into any contract Contract or commitment therefor, other than in the ordinary course of the Business, which is therefor in excess of $50,0001,000,000 in the aggregate that are not contemplated in the 2019 budget for the Business provided to Buyer prior to the date hereof (or with respect to expenditures in 2020, 120% in excess of such budget on a pro rata basis for the applicable months) or otherwise required for emergency maintenance or repairs; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any payment or distribution of assets of the Business (other than cash) to Parent Seller or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice business or as required contemplated by any Company Plan, Parent Plan or Requirements of Lawthe Reorganization; (xiiiiv) make grant to any Business Employee any increase in cash compensation or other material change in the compensation of its employeesemployee benefits, other than changes made (A) annual raises in accordance with normal compensation practices of the Companies or past practice, (B) pursuant to existing contractual commitments Contracts disclosed in the Schedules (including any Employee Benefit Plan), (C) under Employee Benefit Plans, increases broadly applicable to all similarly situated employees at Seller and consistent with past compensation practicesits Affiliates, or grant (D) for which the Company, Buyer and Buyer’s Affiliates shall not have any severance or termination pay to any of its employees or amend Liability following the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of LawClosing; (xvv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvivi) make any a material change in its charterpractices and procedures with respect to collection of accounts receivable, by-laws prepayment of expenses or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock)payment of trade accounts payable; (xviivii) split, combine or reclassify settle any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interestsmaterial Proceeding, except for cash dividends and distributions payable by a Conveyed to the extent such settlement does not obligate the Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviiiA) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after pay money following the Closing Date or, with respect to or (B) take or refrain from taking any Straddle Period, the portion of such Straddle Period beginning after action following the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected toto harm the Business; (viii) make or change any Tax election, change any Tax accounting period, change any Tax method of accounting, file any amended Tax Return, settle or otherwise compromise and proposed assessment of Taxes, or forego any right to a refund of Taxes, in each case if such action would materially adversely affect the Liability of the Buyer, any Buyer Group Member with respect to Company or their respective Affiliates for Taxes for any taxable years period (or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period thereof) beginning after the Closing Date; (xxix) make any change in the charter or bylaws or comparable organization document of either of the Companies; (x) authorize for issuance, issue, deliver, sell, transfer or grant to any Person (other than to Seller) (A) any equity or similar interests of either of the Companies, (B) any debt equity or other voting securities of either of the Companies, or (C) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any equity or similar interests, voting securities or convertible or exchangeable securities of either of the Companies; (xi) adopt a plan of complete or partial liquidation or dissolution, restructuring, recapitalization or reorganization of any Company or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; (xii) recognize any labor union or enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customerscollective bargaining agreement; (xxixiii) acquire any real property; (A) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating withShared Vendor Contract, or by purchasing (B) enter into, terminate, cancel or modify in any material respect any Business Agreement (or any Contract that would be a substantial portion Business Agreement if in effect as of the assets ofdate of this Agreement), in each case other than extensions to renew the Business Agreement in the ordinary course of business on terms that are not materially inconsistent with the practice of the Business in 2018 in respect of extensions and renewals; provided, however, that with respect to Business Agreements described in Section 5.13(b), 5.13(c) or by any 5.13(k) (or Contracts that would have been Business Agreements under such Sections if in effect as of the date hereof), the Companies shall be permitted to enter into modify such Contracts in the ordinary course of business (even if such Business Agreements or Contracts also constitute or would constitute Business Agreements under other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereofprovisions of Section 5.13); (xxiixv) merge implement any material change with respect to any business line of the Business, which such change is materially inconsistent with the business plans Seller has provided in writing to Buyer with respect to the Business on or consolidate with or prior to the date hereof; (xvi) enter into any Contract with Seller or its Affiliates (other Person than the Companies) that would survive the Closing or dissolve enter into any Xxxxxx Contract that requires a third-party consent or liquidateapproval to effect the Closing without breach of such Xxxxxx Contract; (xvii) incur any Indebtedness that will not constitute Indebtedness that will be repaid at Closing; or (xxiiixviii) authorizeagree to enter into any of the transactions set forth in the foregoing clauses. (c) Notwithstanding anything contained herein to the contrary, commit or agreeSeller shall be entitled to transfer any Cash of the Companies to Seller, whether in writing via dividend or otherwise, at any time and from time to do time prior to midnight on the day immediately preceding Closing; provided, however, from midnight on the Closing Date through the Closing, Seller shall not use or transfer any Cash of the foregoingCompanies or assets included in Closing Date Working Capital, to the extent such assets are sold, liquidated, disposed of or otherwise used to (i) make payment in respect of or discharge any Indebtedness or Transaction Expenses or (ii) pay any dividends, make any distribution or make any other payment to or for the benefit of the Seller or any Affiliate of the Seller (other than the Companies). (d) Seller shall, and shall cause its Subsidiaries to, use reasonable best efforts to obtain as promptly as practicable and in any event prior to the Closing an attestation of compliance with respect to the matter set forth on Schedule 7.4(d). Seller shall promptly deliver to Buyer such attestation upon receipt. (e) Prior to the Closing, the Parties shall negotiate in good faith in an effort to agree upon the terms of, and use their respective commercially reasonable efforts to execute as of the Closing Date, the Online Xxxx Payment Agreement.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing DateSeller shall use its commercially reasonable efforts to, Parent shall and to cause the Companies to and the Subsidiaries to, operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements substantially as operated immediately prior to the date of Law, including Environmental Lawsthis Agreement. Consistent with the foregoing, Parent Seller shall use its commercially reasonable efforts to, and shall cause each of the Companies and the Subsidiaries to use its their commercially reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intactto, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesCompanies and the Subsidiaries (with respect to the Business). (b) Notwithstanding Section 7.4(a6.4(a), except as set forth in on Schedule -------------- -------- 7.46.4 of the Seller Disclosure Schedule, except as contemplated by this Agreement (including Section 6.10) or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld or delayed), Parent Seller shall cause each of not (with respect to the Business) permit the Companies not and the Subsidiaries, other than in the ordinary course of business consistent with past practice, to: (i) make any material change in the Business or its their operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) purchase or otherwise acquire any assets or make any capital expenditure Capital Expenditures, in each case that are material, individually or enter into any contract or commitment thereforin the aggregate, to the Business (other than (A) purchases of inventory in the ordinary course of business consistent with past practice, (B) Pre-Approved Capital Expenditures and Approved Capital Expenditures, (C) Capital Expenditures required under any Real Estate Agreement or Lease Agreement for capital improvements that are not controlled exclusively by Seller, the BusinessCompanies or the Subsidiaries (so long as any such Capital Expenditures are disclosed to Buyer in writing prior to any expenditure or commitment therefor), which is in excess of $50,000and (D) Capital Expenditures required by any Governmental Body; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in on Schedule 5.9; ------------ 4.9(a)(i) or materially adversely amend or modify any Lease Agreement (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold the lease modifications contemplated by Section 2.6(b)) or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted EncumbrancesReal Estate Agreement; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viiiiv) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money borrowed money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practicebusiness) or enter intogrant any Encumbrance with respect to the assets of any of the Companies or any of the Subsidiaries, as lesseein each case other than Permitted Encumbrances, Permitted Real Property Exceptions and Encumbrances imposed by the Credit Agreement; (v) transfer any capitalized lease obligations material assets (as defined other than cash in Statement excess of Financial Accounting Standards No. 13Register Cash prior to the Effective Time and other than amounts that have been withheld from Business Employees and retained by Seller and its Affiliates) to Seller or any of its Affiliates (other than the Companies or any Subsidiary); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xiivi) institute any increase in the benefits available under any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit provided, or loan or advance any money or property, plan with respect to any present or former director, officer, consultant or employee of any of the CompaniesBusiness Employees, other than in the ordinary course of the Business consistent with past practice or as expressly required by the terms of any Company Plan, Parent Plan such plan as in effect on the date of this Agreement or Requirements of Law; (xiiivii) make (A) grant to any Key Employee any increase in compensation or other material change in the compensation of its employeesbenefits (excluding any retention agreements that do not involve payments by Buyer, other than changes made in accordance with normal compensation practices of the Companies or the Subsidiaries to any such Key Employee after the Closing) or grant to any Business Employee any material increase in compensation or other benefits (excluding any retention agreements that do not involve payments by Buyer, the Companies or the Subsidiaries to any such Key Employee after the Closing) except as may be required under existing agreements or (B) designate any Business Employee as a participant in the Severance Pay Plan pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xivSection 2.A(ii) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Severance Pay Plan, Parent Plan or Requirement of Law; (xvviii) make redeem or otherwise acquire any material change in the accounting policies applied in the preparation shares of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document their capital stock or issue any capital stock (or securities exchangeableany option, convertible warrant or exercisable for capital stock)right relating thereto; (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xxix) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customerscollective bargaining agreement; (xxix) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, limited liability company, partnership, joint venture company association or other business organization or division thereof; (xxiixi) merge sell or consolidate otherwise dispose of any assets that are material, either individually or in the aggregate, to the Business (other than sales of inventory in the ordinary course of business consistent with past practice); (xii) materially adversely modify or into amend any other Person Business Agreement; (xiii) make any material change in the accounting methods or dissolve policies applied in the preparation of the Financial Statements, unless such change is required by GAAP; (xiv) amend the charter, bylaws or liquidatesimilar organizational documents of the Companies or any of the Subsidiaries; or (xxiiixv) authorize, commit or agree, whether in writing or otherwise, agree to do any of the foregoing.

Operations Prior to the Closing Date. (a) From Except (x) as set forth in Section 6.04(a) of the ------------------------------------ date hereof through Disclosure Schedules, (y) as required by Law or (z) with the express written approval of Buyer, prior to the Closing Date, Parent Seller shall, solely with respect to each Acushnet Company, and shall cause the Acushnet Companies to operate (i) conduct their respective businesses and carry on the Business operations in the ordinary course of business in accordance with past practice all material respects, and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) use their commercially reasonable efforts, consistent with past business practice, to preserve the goodwill and beneficial relationships of the suppliers, distributors, contractors, licensors, employees, customers, distributors Governmental Authorities and others having business relations with the Acushnet Companies. (b) Notwithstanding Section 7.4(a), except Except (x) as set forth in Schedule -------------- -------- 7.4Section 6.04(b) of the Disclosure Schedules, except (y) as contemplated required by this Agreement Law, or except (z) with the express written --- approval of Buyer (whichBuyer, in prior to the case of clauses (ii)Closing Date, (iii)Seller will not, (vi)solely with respect to each Acushnet Company, (ix), (x) and (xviii), Buyer agrees shall not be unreasonably withheld or delayed), Parent shall will cause each of the Acushnet Companies not toto not: (i) make amend the Organizational Documents of any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of LawAcushnet Company; (ii) make split, combine, redeem, repurchase or reclassify any capital expenditure Equity Interests (including the Shares) in any Acushnet Company; (iii) issue, sell or enter into otherwise dispose of any contract Equity Interests (including the Shares) in any Acushnet Company, or commitment thereforgrant any options, warrants or other than rights to purchase or obtain (including upon conversion, exchange or exercise) any such Equity Interests (including the Shares); (iv) materially change any method of accounting or accounting practice of the Acushnet Companies, except as required by GAAP or as disclosed in the notes to the Audited Financial Statements or as Seller determines necessary or appropriate as part of its over-all financial reporting in response to comments of the Securities and Exchange Commission staff or otherwise; (v) incur, assume or guarantee any Indebtedness in an aggregate amount exceeding $5 million, except unsecured current obligations and Liabilities incurred in the ordinary course of business, or incur, or suffer to exist, any Lien on the Business, which is in excess assets of $50,000the Acushnet Companies other than Permitted Liens; (iiivi) (A) sell, lease, license or otherwise dispose of any material amount of assets or property (other than inventory), except pursuant to existing Contracts entered into in the ordinary course of the Businessbusiness, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (viB) sell, lease (as lessor)lease, transfer license or otherwise dispose of any Equity Interests; (including vii) make any transfers to change in the compensation of any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, Company Employee other than inventory and minor amounts of personal property sold (A) as required by any existing Company Benefit Plan or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; business or (viiB) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course changes planned as of the Business consistent with past practice;date of this Agreement, all of which are set forth in Section 6.04(b)(vii) to the Disclosure Schedules (viii) create(A) enter into any Contract with any Company Employee or (B) adopt, incur amend or assumemodify any such Contract or Company Benefit Plan, the effect of which would materially increase the obligations of any Acushnet Company under such Contract or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13)Company Benefit Plan; (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging merger, consolidation or consolidating amalgamation with, or by purchasing a substantial portion purchase of the assets or Equity Interests of, or by any other manner, any business or any corporationPerson or any division, limited liability company, partnership, joint venture association assets or other business organization or division Equity Interests thereof; (xxiix) merge adopt any plan of merger, consolidation, reorganization, liquidation or consolidate dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xi) make any income Tax election (except for elections made in the ordinary course of business consistent with past practice), change any annual income Tax accounting period, amend any Tax return, settle or compromise any Tax liability, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a Tax refund or fail to make the payments or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, in each case, if such item is material and related to any of the Acushnet Companies; (xii) fail to maintain insurance coverage in a manner that is consistent with the insurance coverage maintained in respect of the business of Seller and its Affiliates (other Person than the Acushnet Companies); (xiii) settle, release or dissolve forgive any material Action, claim or liquidatelitigation or waive any material right with respect thereto; (xiv) amend, terminate or waive any material right under any Material Contract or enter into any new Material Contract, except in the ordinary course of business; (xv) materially amend any expenditure budget of any Acushnet Company, except in the ordinary course of business; (xvi) alter, amend or otherwise change its collection policies with regard to accounts receivable, its payment practices with respect to its accounts payable, its production practices with respect to the level, mix and quality of its inventories or its historical practices with respect to the payment of expenses or Liabilities that are not Current Liabilities for the purposes of the Working Capital Adjustment; or (xxiiixvii) authorize, commit or agree, whether in writing or otherwise, make any agreement to do any of the foregoing, or take any action or omission that would result in any of the foregoing.

Operations Prior to the Closing Date. (a) From Except as (i) set forth in Section 7.4(a) of the ------------------------------------ date hereof through Seller Disclosure Letter, (ii) contemplated by this Agreement, (iii) with the Closing Datewritten approval of Buyer (which Buyer agrees shall not be unreasonably withheld, conditioned or delayed), (iv) as may be required to comply with any applicable Requirements of Law or (v) as may be required or reasonably deemed to be advisable in connection with the Greater Xxxxxxxx Incident (provided, that, in the case of this clause (v), (1) the prior written approval of Buyer (which shall not be unreasonably withheld, conditioned or delayed) shall be required if such action or omission materially and adversely affects the Business, taken as a whole, and (2) such efforts or actions of Seller shall, in all material respects, be in compliance with all orders of the MDPU), the Company shall (and Seller Parent shall cause the Companies Company to) use its commercially reasonable efforts (x) to operate and carry on the Business in the ordinary course substantially in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of same manner as conducted prior to the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies date hereof and (iiiy) to preserve the Business and goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesBusiness. (b) Notwithstanding Section 7.4(a), except (A) as set forth in Schedule -------------- -------- 7.4Section 7.4(b) of the Seller Disclosure Letter, except (B) as contemplated by this Agreement or except Agreement, (C) with the express written --- approval of Buyer (whichwhich Buyer agrees shall not be unreasonably withheld, conditioned or delayed), (D) as may be required or reasonably deemed to be advisable to comply with any applicable Requirements of Law or (E) as may be required in connection with the Greater Xxxxxxxx Incident; provided, that, in the case of clauses this clause (iiE), (iii), 1) the prior written approval of Buyer (vi), (ix), (x) and (xviii), Buyer agrees which shall not be unreasonably withheld or delayed)) shall be required if such action or omission materially and adversely affects the Business, Parent shall cause each taken as a whole, and (2) such efforts or actions of Seller shall, in all material respects, be in compliance with all orders of the Companies not toMDPU: (i) Seller shall not make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of LawBusiness; (ii) the Company shall not declare, set aside, make or pay any capital expenditure dividend or enter into any contract or commitment therefor, other distribution other than in the ordinary course dividends or distributions of the Business, which is in excess of $50,000cash or cash equivalents; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) Company shall not create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money borrowed money (other than money borrowed or advances from any of its the Company’s Affiliates in the ordinary course of the Business consistent with past practice) business and that will be settled or enter intorepaid in full, as lesseeor canceled or terminated, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13at or prior to Closing); (ixiv) accelerate Seller shall not (A) increase the compensation, bonus, or delay collection of pension, welfare, severance or other material fringe benefits payable to, or make any notes new equity or accounts receivable equity-based awards to, any Business Employee or Former Business Employee (except for increases in advance of pension or beyond their regular due dates or welfare benefits under broad-based plans (other than the dates when the same would have been collected Company Pension Plans) made in the ordinary course of the Business business consistent with past practice; practice with respect to which Seller shall be solely obligated); (xB) delay pay or accelerate payment grant any severance, termination or change-of-control benefit to any Business Employee or Former Business Employee; (C) adopt, amend, modify or terminate any Benefit Plan, including any plan, policy, agreement or arrangement that would be a Benefit Plan had it been in effect as of the date hereof, or increase benefits provided pursuant to any Benefit Plan or amend the terms of any account payable outstanding equity-based awards (except for adoption, amendment, modification, termination of or other liability beyond or in advance of its due date or the date when such liability would have been paid benefit increases with respect to broad-based plans in the ordinary course of the Business business consistent with past practice;practice with respect to which Seller shall be solely obligated); (D) take any action to accelerate the vesting, payment or funding of compensation or benefits with respect to any Business Employee or Former Business Employee under any Benefit Plan; (E) change the manner in which contributions to Benefit Plans are made or the basis on which such contributions are determined, except as may be required by GAAP; or (F) make or forgive any loans to any Business Employee or Former Business Employee; in each of (A) – (F), other than (x) as required by any such plan or existing contractual commitments as of the date hereof or Requirements of Law or (y) (xi1) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute Key Employees, any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee base salary for individuals of any less than four percent (4%) of the Companiesaffected individual’s current base salary, other (2) with respect to Key Employees, increases in base salary of less than $25,000 or (3) any increase in base salary in the ordinary course of the Business consistent with past practice or business as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices a result of the Companies promotion of any individual (which shall, for manager-level employees and above, require the consent of Buyer (not to be unreasonably withheld, conditioned or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stockdelayed); (xviiv) splitthe Company shall not acquire, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire acquire, in any manner, including by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereofthereof other than purchases of assets in the ordinary course of business; (xxiivi) merge Seller shall not permit or consolidate with take any action to cause any of the Purchased Assets to become subject to an Encumbrance (other than a Permitted Encumbrance); (vii) Seller shall not sell, lease, license, transfer or otherwise dispose of any Purchased Assets (other than cash or cash equivalents or in the ordinary course of business); (viii) Seller shall not modify, amend, waive, extend or renew or terminate any Material Contract, or enter into any contract that would be classified as a Material Contract if in effect on the date hereof (except for entering into Material Contracts that may be terminated without penalty by the Company or its Affiliate party thereto with 90 days’ notice or less); (ix) the Company shall not write-down or write-up the value of any Purchased Asset, or other Person than in the ordinary course of business, write-off any accounts receivable or dissolve notes receivable; (x) the Company shall not accelerate or liquidatedelay the payment of accounts payable, accelerate or delay the collection of any notes or accounts receivable or otherwise fail to pay accounts payable and other business obligations or to collect accounts receivable, in each case other than in the ordinary course of business consistent with past practice; (xi) the Company shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company; (xii) the Company shall not cancel, surrender, allow to expire or fail to renew, any material Permits; (xiii) Seller shall not, with respect to the Company or the Business, materially change an existing line of business or enter into a new line of business; (xiv) Seller shall not make, change or revoke any material Tax election, elect or change any material method of accounting for Tax purposes, amend any material Tax Return, settle any action in respect of Taxes, or enter into any Contract in respect of Taxes with any Governmental Body, in each case, to the extent the same would be binding on Buyer with respect to the Purchased Assets or the Business following the Closing; or (xxiiixv) Seller shall not authorize, commit or agree, whether in writing or otherwise, agree to do any of the foregoing applicable to it. (c) Notwithstanding the foregoing, the Company and its Affiliates may cancel intercompany loans (other than the Intercompany Loans).

Operations Prior to the Closing Date. (a) From Between the ------------------------------------ date hereof through of this Agreement and the Closing Date, Parent shall cause except as set forth on Schedule 5.3(a), as otherwise expressly contemplated by this Agreement or with the Companies to written approval of Buyer, Sellers shall: (i) operate and carry on the Business operation of the businesses conducted at the Facilities in the ordinary course in accordance of business consistent with past practice since April 1, 2005 and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its commercially reasonable efforts consistent with good business practice to (i) maintain preserve intact the business organization of the Companies intactFacilities, (ii) to keep available the services of any the current officers and key employees of the Companies Facilities, and (iii) to preserve the relationships and goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with Sellers in connection with the CompaniesFacilities, and to maintain and preserve the electronic data of the Facilities, including without limitation, saving and backing up data, in the ordinary course of business consistent with past practice since April 1, 2005; and (ii) with respect to the Facilities, continue to meet their contractual obligations and to pay such obligations, and to pay all of their accounts payable, in each case in the ordinary course of business consistent with past practice. (b) Notwithstanding Section 7.4(a), except Except as set forth in on Schedule -------------- -------- 7.45.3(b), except as otherwise contemplated by this Agreement or except with the express written --- approval of Buyer (whichBuyer, in between the case date of clauses (ii)this Agreement and the Closing Date, (iii), (vi), (ix), (x) and (xviii), Buyer agrees no Seller shall not be unreasonably withheld or delayed), Parent shall cause each do any of the Companies not tofollowing: (i) make any material change in the Business Assets or its operationsthe Facilities, except such changes as may be required to comply with any applicable Requirements of LawLaw or to effect the Hannibal Wind-Down; (ii) make sell, pledge, dispose of, encumber or otherwise grant any capital expenditure or enter into right in any contract or commitment thereforasset that but for such action would be included in the definition of Assets, other than except with respect to the sale of Inventory in the ordinary course of the Business, which is in excess of $50,000business consistent with past practice and except for Permitted Encumbrances; (iii) other than in make any deviation from Sellers’ total capital expenditure budget at the ordinary course of Bens Run Facility or the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth Specialty Facility for such period as provided in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect5.3(b)(iii); (iv) enter into any contract that contains a "change of control" provision that would give Contract in relation to the other party a right to terminate such contract upon Bens Runs Facility and the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract Specialty Facility for the purchase or lease (as lessor or lessee) of real property or exercise any option to extend a lease listed in set forth on Schedule 5.9; ------------ (vi) sell, lease (as lessor3.5(a), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (viiv) cancel institute any debts owed increase in any, or adopt any new, collective bargaining, profit-sharing, bonus, incentive, compensation, restricted stock, deferred compensation, pension, retirement, medical, hospital, disability, severance, termination, welfare, employment, consultation or other employee benefit plan agreement, trust, fund, plan or arrangement with respect to any Employees at the Bens Run Facility or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilitiesthe Specialty Facility, other than in the ordinary course of the Business business consistent with past practicepractice as required by any such existing plan or Contract, or by Law; (vi) enter into any Contract which would be included in the definition of Assigned Contracts or make any modification to any existing Assigned Contract, except with respect to entering into or modification in the ordinary course of business consistent with past practice since April 1, 2005; (vii) with respect to the Facilities, cause, or take or omit to take any action to allow, any Assigned Contract to lapse (other than in accordance with its terms); (viii) createhire any new employees, incur agents or assumeconsultants for the Bens Run Facility or the Specialty Facility except to replace existing employees, agents or agree to create, incur or assume, consultants at similar compensation levels and except for any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates new employees hired in the ordinary course of the Business business consistent with past practice) or enter intopractice since April 1, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13)2005; (ix) accelerate allow the lapse of, abandon, or delay collection otherwise dedicate to the public domain, any of the rights of ownership of material Seller Intellectual Property or use by a third Person of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice;material Seller Intellectual Property rights; or (x) delay agree or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree otherwise commit to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of take any of the Companies, other than actions described in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; foregoing clauses (xiiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ through (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stockix); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoing.

Operations Prior to the Closing Date. (a) From the Nexell ------------------------------------ date hereof through the Closing Date, Parent California and Nexell shall cause the Companies to operate and carry on the Toolbox Products Distribution Business only in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Lawssubstantially as presently operated. Consistent with the foregoing, Parent Nexell California and Nexell shall cause each of keep and maintain the Companies to Purchased Assets in good operating condition and repair and shall use its commercially reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies Toolbox Products Distribution Business intact and (iii) to preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesToolbox Products Distribution Business. In connection therewith, Nexell California and Nexell shall not (i) transfer or cause to be transferred from the Toolbox Products Distribution Business any employee or agent thereof, except as contemplated by this Agreement and the transactions contemplated hereby, (ii) offer employment after the Closing Date to any such employee or agent or (iii) otherwise attempt to persuade any such person to terminate his or her relationship with Nexell California (or its Affiliates). (b) Notwithstanding Section 7.4(a), except Except as set forth in Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (iiXxxxxx or as set forth on Schedule 8.4(b), --------------- Nexell California (iii), (vi), (ix), (xand its Affiliates) and (xviii), Buyer agrees shall not be unreasonably withheld or delayed), Parent shall cause each of the Companies not tonot: (i) make any material change expenditures in excess of $10,000 individually or $200,000 in the aggregate to suppliers of the Toolbox Products Distribution Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is in excess of $50,000; (iiiii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a-------- 2.2(b) or 5.14(bas described in Section 5.9(d) if in effect on the ---------------- ------- date hereof hereof, ------ or amend any Business Agreement in any material respect; (iv) enter into any contract that contains which cannot be assigned to Xxxxxx or a "change permitted assignee of control" provision that would give Xxxxxx without the consent of the other party a right part(y)(ies) thereto, or enter into any license agreement relating to terminate such contract upon the consummation of Toolbox Products Distribution Business or the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a defaultLicensed Intellectual Property; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (viiii) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from Nexell California to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assetsthe Purchased Assets, other than inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Toolbox Products Distribution Business consistent with past practice and other than Permitted Encumbrances; (viiiv) cancel any debts owed to or claims held by it Nexell California (or pay, settle its Affiliates) (including the settlement of any claims or discharge any claims/litigation, proceedings, actions or liabilities, ) other than in the ordinary course of the Toolbox Products Distribution Business consistent with past practice; (v) accelerate or delay collection of any notes or accounts receivable generated by the Toolbox Products Distribution Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Toolbox Products Distribution Business consistent with past practice or collect or agree to collect any such receivable for less than the face amount thereof; (vi) delay or accelerate payment of any account payable or other liability of the Toolbox Products Distribution Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Toolbox Products Distribution Business consistent with past practice; (vii) allow the levels of raw materials, supplies, work-in- process or other materials included in the inventory of the Toolbox Products Distribution Business to decline below the level necessary for the continued operation of the Toolbox Products Distribution Business; (viii) make, or agree to make, any payment of cash or distribution of assets to Nexell California or any of its Affiliates (other than cash realized upon collection of receivables generated in the ordinary course of the Toolbox Products Distribution Business); (ix) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money (other than borrowed money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit provided, or loan or advance any money or property, plan with respect to any present or former director, officer, consultant or employee of any employees of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law;Toolbox Products Distribution Business; or (xiiixi) make any material change in the compensation of its employeesthe Key Employees or the employees of Nexell International, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices. (c) Prior to the Closing Date Nexell California and its Affiliates shall afford to the Xxxxxx Representatives reasonable access to its facilities, and will cause one or more of its designated representatives to consult as requested by Xxxxxx on a regular basis with the Xxxxxx Representatives and to discuss the general status of ongoing operations of the Toolbox Products Distribution Business. Without limiting the generality of the foregoing, each of Nexell California and Nexell shall use commercially reasonable efforts to ensure that the Xxxxxx Representatives are given reasonable advance notice of any action or commitment which could be expected to involve a commitment, expenditure, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ other obligation (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than payments to employees in the ordinary course of the Business accordance with normal compensation practices and consistent with past practice or as required by compensation practices) relating to the Toolbox Products Distribution Business in an amount exceeding $10,000. Nexell California and Nexell shall promptly provide the Xxxxxx Representatives with copies of any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends materials and distributions payable by a Conveyed Companies Subsidiary correspondence relating to any of the Companiesnotifications, Parent communications, complaints or Affiliates of Parent; (xviii) except as required by law, and except occurrences listed in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoingSection 8.5.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent Aon shall (and shall cause the other Sellers to) use all reasonable efforts to cause the Companies (in respect of the Warranty Business) to operate and carry on the Business their business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements substantially as operated immediately prior to the date of Lawthis Agreement, including Environmental Lawsexcept as specifically contemplated by this Agreement. Consistent with the foregoing, Parent Aon shall (and shall cause each the other Sellers to) cause the Companies (in respect of the Companies Warranty Business) to use its their reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies. (b) Notwithstanding Without limiting Section 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as specifically contemplated by this Agreement or except with the express written --- approval of Buyer (whichwhich Buyer agrees shall not, in the case of other than with respect to clauses (ii), (iii), (vi), (ix), (xv)(A) and (xviii)) below, Buyer agrees shall not be unreasonably withheld or delayed), Parent Aon shall (and shall cause each the other Sellers to) cause the Companies (in respect of the Companies Warranty Business) not to: (i) make any material change in the Business their business or its their operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, therefor which is in excess of $50,000250,000 unless such expenditure is provided for in the capital expenditure budget for 2006 made available to Buyer prior to the date hereof, and Aon shall have notified Buyer in writing of the making of any such capital expenditure (or contract or commitment) in excess of $250,000 substantially concurrently therewith; (iii) other than in the ordinary course of the Business, enter into purchase or sell any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respectreal property; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or their assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business business consistent with past practice practices and other than Permitted Encumbrances; (viiv) acquire (A) by merger or consolidation with, or by the purchase of all or a substantial portion of the assets or any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof (other than Investment Assets in the ordinary course) or (B) any assets that are material, in the aggregate, to the Companies, taken as a whole, except in the case of (B) for purchases of assets in the ordinary course of business consistent with past practice (in transactions not otherwise subject to subparagraph (A) of this Section 7.4(a)(v)); (vi) cancel any debts Indebtedness owed to or claims held by it them (including the settlement of any claims or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, ) other than in the ordinary course of the Business consistent business or in accordance with past practiceSection 7.5; (viiivii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed any Indebtedness that is subject to Section 7.5 or advances from which constitutes the deferred purchase price of capital expenditures permitted by Section 7.4(b)(ii) above; (viii) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its Affiliates in the ordinary course their outstanding equity interests (except dividends and distributions by one Company solely to one or more Companies and dividends or distributions of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13cash and/or cash equivalents and/or Investment Assets made prior to Closing); (ix) accelerate split, combine or delay collection reclassify any of their equity interests or issue or authorize the issuance of any notes or accounts receivable other securities in advance respect of, in lieu of or beyond in substitution for their regular due dates equity interests; (x) issue, deliver, sell, grant, pledge or otherwise dispose of or encumber, or redeem, purchase or otherwise acquire or grant negotiation rights with respect to, any of their equity interests, or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such equity interests; (xi) hire any new employee with expected total compensation during any fiscal year in excess of $250,000 or with an annual base salary in excess of $150,000, promote any employee to be an officer or member of senior management, or engage any consultant or independent contractor for a period exceeding 30 days unless such engagement may be cancelled without penalty upon not more than 30 days’ notice or the dates when expected total annual compensation will not exceed $250,000; (xii) increase in any manner the same would have been collected compensation of, or pay any bonus to, any employee, officer or director, except for increases in the ordinary course of the Business business consistent with past practice; compensation practices (x) delay or accelerate payment which increases may not, in the case of any account payable employee whose compensation exceeded $250,000 during the twelve months ended December 31, 2005 or other liability beyond or in advance whose annual base salary exceeds $150,000 as of its due date or the date when such liability would have been paid hereof, in any calendar year exceed the increase in the ordinary course of CPI on a specified date in such calendar year over the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of CPI on the Companies, other than same date in the ordinary course of the prior calendar year) and increases required under any existing Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of LawAgreement; (xiii) make adopt or enter into any material change in the compensation of its collective bargaining agreement or other labor union contract applicable to their employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------; (xiv) establish, adopt, enter intomodify or increase the benefits to any employees of the Companies under, amend or terminate accelerate or settle the payment of benefits to any employees of the Companies under, any Company Plan, except, (A) in each case, as required under Requirements of Law or any planby existing contractual arrangements, agreement, program, policy, trust, fund (B) as a result of a modification or other arrangement increase in benefits under an existing Company Plan that would be is generally applicable to Aon employees or (C) as a result of the adoption of a Company Plan if it were in existence on that is generally applicable to Aon employees from which the date hereof, other than in the ordinary course employees of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement Companies may not excluded under applicable Requirements of Law; (xv) make any material change in the accounting policies applied in the preparation outside of the Interim Financial Statementsordinary course of business to (A) any pricing, unless such change is investment, accounting, financial reporting, credit, reserving, hedging, underwriting, claims administration or allowance practice or policy, (B) any method of calculating any reserve for accounting, financial reporting or Tax purposes, (C) the fiscal year or (D) any existing credit, billing, collection and payment policies, except in each case as required by changes in GAAP, SAP or applicable Requirements of Law; (xvi) make or rescind any Tax election, settle or compromise any material Tax liability, amend any Tax return, file any Tax-related ruling request, change in its charterTax accounting, by-laws or other organizational document or issue file any capital stock (or securities exchangeable, convertible or exercisable for capital stock)Tax Return not consistent with historical practice; (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether change in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parenttheir Organizational Documents; (xviii) except create any new subsidiary or enter into any joint venture or partnership or other similar agreement or arrangement (excluding agreements or arrangements with clients in the ordinary course of business as required by law, and except described in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liableSchedule 5.14); (xix) amend modify, amend, cancel, terminate or waive any Tax Returns or settle or compromise material rights under any proceeding relating to Tax liabilities Business Agreement, except in the ordinary course of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Datebusiness; (xx) enter into settle or amend compromise any aviation, manufacturing claim against the Companies (whether or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable commenced prior to the Companies than existing contracts with such customers;date of this Agreement) by any Administrative Authority or other Person that could reasonably be expected to materially impair the Warranty Business after the Closing; or (xxi) enter into authorize any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do take any of, the foregoing actions or any action which would materially impair or prevent the satisfaction of the foregoingany conditions in Article VII hereof.

Operations Prior to the Closing Date. (a) From Between the ------------------------------------ date hereof through and the Closing DateClosing, Parent shall cause the Companies to operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent Seller shall cause each of the Companies Seller Subsidiaries to, operate and carry on its business only in the ordinary and normal course consistent with past practices and as presently operated except as business may be impacted by this Agreement. In furtherance and not in limitation of the foregoing, Seller shall, and shall cause each of the Seller Subsidiaries to use its commercially reasonable efforts consistent with good business practice to to, (i) keep and maintain its assets and properties in substantially the business organization of the Companies intactsame operating condition and repair (normal wear and tear excepted) as currently maintained, (ii) keep available the services of any key employees of the Companies maintain its business organization intact and (iii) preserve the goodwill and beneficial maintain its relationships of with the suppliers, contractors, licensors, licensees, franchisees, distributors, employees, customers, distributors and others having business relations with Seller and the CompaniesSeller Subsidiaries, (iii) continue all existing policies of insurance in full force and effect and at least at such levels as are in effect on the date hereof, or to replace any such policies with equivalent replacements, and (iv) duly comply with all applicable Laws. Seller will promptly notify Purchaser of any material lawsuits, claims, proceedings or investigations brought, asserted or commenced, or threatened in writing to be brought or asserted, against the Seller Subsidiaries or any of their officers or directors involving in any way the business, properties or assets of Seller or the Seller Subsidiaries. (b) Notwithstanding anything to the contrary contained in Section 7.4(a5.04(a), except as set forth in Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement or except with the express prior written --- approval (making reference to this Section 5.04(b)) of Buyer Purchaser (whichwhich approval will act to prevent any action so approved from being deemed a breach of any representation, warranty or covenant of Parent or Seller set forth in this Agreement and shall be deemed to have been granted five Business Days after the case date of clauses receipt of the written request (iimaking reference to this Section 5.04(b)) unless denied in writing), (iii)Seller shall not, (vi), (ix), (x) and (xviii), Buyer agrees shall not be unreasonably withheld permit or delayed), Parent shall cause each of the Companies not any Seller Subsidiary to: (i) make any material change in the Business compensation pattern and practices of the Seller or its operationsSeller Subsidiaries as established in preceding years, except agree to any increase in the compensation payable or to become payable to any of their respective officers, directors, employees or agents, or enter into or modify any contract or other agreement requiring any of them to make payment to any officer, director or employee other than as required by Law, the provisions of such changes as may be required to comply contract or paid in the ordinary course of business consistent with any applicable Requirements of Lawpast practice; (ii) incur any known Liability or make any capital expenditure or enter into any contract or commitment thereforexpenditure, other than such as may be incurred or made in the ordinary course of business consistent with past practices, or create, incur, assume or guaranty any Indebtedness or enter into any capitalized leases; provided, that Purchaser's approval for the Business, which is incurrence of Indebtedness in excess order to meet cash needs arising in the ordinary course of $50,000business consistent with past practice on market terms and with no prepayment penalties shall not be unreasonably withheld; (iii) make any amendment or termination of any material agreement to which it is or was a party or beneficiary or by which it is or was bound, or cancel, modify or waive any debts owed to or claims held by it (including the settlement of any claims or litigation), or waive any substantial right. Without limiting the generality of the foregoing, Seller shall not and shall not permit any Seller Subsidiary to, modify or terminate the Bxxxxxx Xxxxx Synthetic Lease (other than the repayment thereof in accordance with its terms following commencement of formal legal action for such repayment; provided that Purchaser's approval for the ordinary course incurrence of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to such Indebtedness on market terms and with no prepayment penalties shall not be set forth in Schedule 5.14(aunreasonably withheld) or 5.14(b) if the U.K. Flagship Store Lease, settle any claims or take any other action with respect thereto, other than the continued payment of rent in effect on accordance with past practice, except with the ---------------- ------- date hereof or amend any Business Agreement prior written consent of Purchaser in any material respectits sole discretion; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor)transfer, transfer distribute, lease, abandon or otherwise dispose of (including any transfers to any of its Affiliates)or mortgage, or mortgage or pledge, pledge or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than properties or businesses, except for sales of inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business business consistent with past practice and other than except for Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (xv) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of its business consistent with past practice, other than as a result of a good faith dispute with the Business payee or creditor; (vi) sell, assign, license or transfer any Intellectual Property or other intangible assets; (vii) extend credit other than in the ordinary course of business consistent with past practice or make any change in its credit practices, its method of accounting or accounting principles or practices, its methods of maintaining its books, accounts or business records, or its depreciation or amortization policies or rates theretofor adopted; (viii) enter into any agreement which is not cancelable without liability or cost on not more than 90 days notice and involving the annual payment of more than (euro)150,000 to which it is a party or by which it or its assets, properties or businesses are bound or subject, or pursuant to which it agrees to indemnify any Person or to refrain from competing with any Person; (ix) enter into or amend any contract or other agreement with any labor union or association representing any employee; or adopt, enter into or amend any Benefit Arrangement or Foreign Plan or make any change in the actuarial methods or assumptions used in funding any defined benefit Pension Plan, or make any change in the assumptions or factors used in determining benefit equivalencies thereunder, in each case other than as required by applicable Law; (x) reduce its cash or short-term investments or their equivalent, other than to meet cash needs arising in the ordinary course of business consistent with past practice; (xi) makeadopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliatesreorganization; (xii) institute amend its articles of incorporation, charter, bylaws or equivalent documents; (xiii) revalue any increase in portion of its assets, properties or businesses including, without limitation, any benefit providedwrite-down of the value of inventory or other assets or any write-off of notes or accounts receivable, except as required by GAAP or local statutory accounting principles; (xiv) materially change any of its business policies as applicable to the business of the Seller Subsidiaries generally or as applicable to any Significant Seller Subsidiary, including, without limitation, advertising, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition policies; (xv) make any loan or advance any money or property, to any present of its officers, directors, employees, individual consultants, individual agents, Affiliates or former directorother representatives, officer(excluding any amateur, consultant professional or employee of any of semi-professional athletes who are party to an endorsement, sponsorship or consulting arrangement with Seller or the CompaniesSeller Subsidiaries), other than travel advances made in the ordinary course of business in a manner consistent with past practice, or as required by applicable Law or collective bargaining agreements); (xvi) make any severance or termination payment to any of its officers, directors, employees, individual consultants, individual agents or other representatives, (excluding any amateur, professional or semi-professional athletes who are party to an endorsement, sponsorship or consulting arrangement with Seller or the Business Seller Subsidiaries) other than payments in the ordinary course of business consistent with past practice or as required by the arrangements referred to in Section 3.14(a) of the Seller Disclosure Schedule or by Law, or make any Company Plan, Parent Plan or Requirements of Lawcommitment for any such payment; (xiiixvii) make any material change capital expenditures in excess of (euro)100,000 individually or (euro)500,000 in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------aggregate; (xivxviii) establish, adopt, enter into, amend into any contract for the purchase or terminate lease of real estate; (xix) cancel any Company Plan, existing policies or binders of insurance except in connection with the renewal or replacement of such policies or binders; (xx) make any plan, agreement, program, policy, trust, fund acquisition of all or other arrangement that would be a Company Plan if it were in existence on the date hereof, (other than in the ordinary course of business) any part of the Business consistent with past practice assets, properties, capital stock or as required by business of any Company Plan, Parent Plan or Requirement of Law;other Person; or (xvxxi) make other than as specifically contemplated by this Agreement, agree or commit to do, authorize or approve any material change in the accounting policies applied in the preparation action to do, any of the Interim Financial Statements, unless such change is required by GAAP;foregoing. (xvic) make Notwithstanding anything to the contrary contained in Section 5.04(a) or (b), Seller shall not permit or cause any change in its charterSeller Subsidiary to: (i) declare, by-laws set aside, or pay any dividend or other organizational document distribution payable in cash, securities or issue any capital stock (other property with respect to, redeem, retire, reclassify, purchase or securities exchangeableotherwise acquire, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock (or partnership other equity interests) other than to or membership interests for the benefit of another Seller Subsidiary, except to the extent required to comply with Section 5.12 of this Agreement; (ii) prepay, redeem, purchase, defease or declare, set aside or pay otherwise satisfy in any dividends manner any indebtedness required to be paid by Seller pursuant to Section 6.06 or make any other distributions (whether in cashpayments with respect thereto except for accrued interest payments for the fourth quarter of 2002, stock as reflected on the December 31, 2002 Financial Statements, or other property) regularly scheduled interest payments payable in respect 2003 in accordance with the provisions of such shares or intereststhe applicable loan agreements; provided, except for cash dividends and distributions payable by that Seller may cause a Conveyed Companies Seller Subsidiary to any make a payment of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members principal with respect to taxable years or periods beginning after such indebtedness, but in such event Seller shall make a cash capital contribution in the Closing Date or, with respect to any Straddle Period, the portion aggregate amount of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such positionprincipal repayment(s) promptly after such payment, election but in any event prior to Closing, directly or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Companyindirectly, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with Seller Subsidiary that was obligated for such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidateindebtedness; or (xxiiiiii) authorizemake any other payments to Seller or Parent, commit or agree, whether except as set forth in writing or otherwise, to do any Section 5.04(c)(iii) of the foregoingSeller Disclosure Schedule.

Operations Prior to the Closing Date. (a) From Between the ------------------------------------ date hereof through and the Closing Date, Parent shall cause the Companies to operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its reasonable efforts consistent with good business practice to but except (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies. (b) Notwithstanding Section 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except with the express prior written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld withheld, conditioned or delayed), Parent shall cause each of the Companies not to: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure as required by applicable Law or enter into any contract Contract or commitment therefor(iii) as expressly contemplated herein or set forth in Schedule 6.3(a), other than the Company shall, and shall cause T.A Vietnam to, (A) operate and carry on its business only in the ordinary course of the Businessbusiness in all material respects and use reasonable best efforts to conduct their business in compliance in all material respects with applicable Law, which is (B) use reasonable best efforts to preserve its business relationships (including relationships with employees, customers and suppliers), property and assets in excess of $50,000; a manner consistent with then-present needs and past practices, (iiiC) other than maintain its books and records in the ordinary course of the Businessbusiness, enter into any contractand (D) use reasonable best efforts to collect accounts receivable and pay, agreement, undertaking or commitment which would have been required discharge and satisfy all accounts payable and timely file all Tax Returns (subject to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a Buyer’s right to terminate review such contract upon Tax Returns pursuant to clause (iii)(E) of this Section 6.3 or Section 8.5, as the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (vcase may be) enter into any contract for the purchase of real property or exercise any option to extend a lease listed and timely pay all Taxes, in Schedule 5.9; ------------ (vi) selleach case, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent business and as such accounts payable and Taxes become due and payable, or in accordance with past practice their terms unless subject to good faith disputes over whether payment or performance is due and owing, (E) prior to filing any income or other than Permitted Encumbrances; material Tax Return (viiincluding an amended income or other material Tax Return) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money Group Companies (other than money borrowed or advances from any Amended Tax Returns required to be filed by Seller prior to the Closing pursuant to Section 8.5, which shall be governed by Section 8.5): (1) provide a copy of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable such income or other liability beyond or in advance of its material Tax Return to Buyer at least 10 days prior to the due date or the date when for filing such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund income or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required material Tax Return and (2) incorporate any reasonable comments provided by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Periodsuch income or other material Tax Return and (F) file all income Tax Returns of the Group Companies for taxable periods ending on or before December 31, 2019. (b) Without limiting the portion provisions of such Straddle Period beginning after Section 6.3(a), but except (i) with the prior written approval of Buyer (which Buyer agrees shall not be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or Contract or (iii) as expressly contemplated herein or as set forth in Schedule 6.3(b), between the date hereof and the Closing Date, file any Tax Return in a manner inconsistent with past practice or the Company shall not, and shall cause T.A Vietnam not to, take any positionaction that would be required to be disclosed on Section 4.10(b) of the Disclosure Schedule (other than Section 4.10(b)(vi) (suffered any damage, make any election, destruction or adopt any method casualty loss that is inconsistent with positions takenvalued under GAAP in excess of the Listing Threshold, elections made net of insurance proceeds recovered or methods used in recoverable therefor)) if such action were taken prior periods in filing Tax Returns (including any such position, election or method which would have to the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable);date hereof. (xixc) amend any Tax Returns or settle or compromise any proceeding relating Notwithstanding anything to Tax liabilities of any Companythe contrary herein, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect prior to taxable years or periods beginning after the Closing Date or, with respect to any Straddle PeriodClosing, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers Group Companies may declare and amendments to existing contracts, pay as a valid special dividend in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business cash all or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, part of their cash to do any of the foregoingSellers.

Operations Prior to the Closing Date. Except (a) From the ------------------------------------ date hereof through the Closing Dateas otherwise expressly contemplated by this Agreement, Parent shall cause the Companies to operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies. (b) Notwithstanding Section 7.4(a), except as set forth disclosed in Disclosure Schedule -------------- -------- 7.4, except 7.02 or as disclosed or contemplated by this Agreement or except Disclosure Schedule Section 1.01, (c) with the express prior written --- approval consent of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees shall which consent will not be unreasonably withheld withheld, conditioned or delayed), Parent shall cause each (d) as otherwise required by Applicable Laws or by any Governmental Authority, or (e) as required or prohibited pursuant to a Bankruptcy Court Order or the Bankruptcy Cases or limited by restrictions or limitations under the Bankruptcy Code on Chapter 11 debtors, including limitations on Seller’s or its Subsidiaries’ ability to pay amounts relating to the period prior to the Petition Date and the impact of Seller filing for bankruptcy with respect to any Contract to which it or any of its Subsidiaries is a party, from the Companies not to: date hereof until the Closing Date: (i) make any material change the Selling Entities shall (A) use their reasonable best efforts to (I) operate the Assets operated by Seller and its Subsidiaries in accordance with Seller’s operating and restructuring plan conveyed to Buyer prior to the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than date hereof and otherwise in the ordinary course of business in all material respects, (II) maintain books, accounts and records relating to such Assets in accordance with past custom and practice in all material respects, and (III) maintain and preserve the Assets in good condition, subject to ordinary wear and tear, and (B) maintain with respect to the Assumed Accounts Payable (in the aggregate) Accounts Payable Days Payable Outstanding less than or equal to 28 days; and (ii) Seller will not, and will cause its Subsidiaries not to, solely with respect to the Assets or the Assumed Liabilities (except in accordance with Seller’s operating and restructuring plan conveyed to Buyer prior to the date hereof (which plan is consistent with Exhibit G) or otherwise contemplated by Exhibit G): (A) liquidate, dissolve, recapitalize, or otherwise wind up its operation of the Business; (B) terminate, which is in excess of $50,000; cancel, materially amend or modify (iii) other than by extension or waiver), grant a material waiver or consent with respect to or extend any Assigned Contract or Material Contract, or enter into any Contract that would be a Material Contract, except with respect to any Contract that is or would be a Material Contract under Section 5.10(a)(ii) or Section 5.10(a)(ix); (C) sell, lease, transfer, abandon, permit to lapse or expire, fail to maintain, license, assign, convey, surrender, covenant not to sue or assert with respect to, or otherwise dispose of any material Assets, in each case other than (i) sales of Inventory in the ordinary course of the Businessbusiness, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a(ii) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change licenses of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoing.Intellectual

Operations Prior to the Closing Date. (a) From Each of the ------------------------------------ date hereof through the Closing Date, Parent Sellers shall cause the Companies Company and the Subsidiaries to operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement and maintain the Company's and each Subsidiary's books, accounts and records in accordance with past practice the usual, regular and in compliance with all applicable Requirements of Law, including Environmental Lawsordinary manner until the Closing Date. Consistent with the foregoing, Parent the Sellers shall cause each of the Companies Company and the Subsidiaries to use its reasonable efforts consistent with good business practice to (i) maintain preserve the business organization Business and Properties of the Companies intact, (ii) keep available Company and the services of any key employees of the Companies Subsidiaries and (iii) to preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesCompany and the Subsidiaries and to maintain the insurance set forth on Schedule 5.20. Without limiting the foregoing, the Sellers shall ------------- (i) continue to provide all services and other support to the Company and the Subsidiaries as it provides to them as of the date of this Agreement, including providing payroll, accounting, treasury operations and other administrative operations and (ii) make any loans or 41 advances consistent with past practices as may be necessary to permit the Company and the Subsidiaries to operate and carry on the Business in the ordinary course and substantially as operated by Sellers immediately prior to the date of this Agreement. The Sellers shall, and shall cause their respective Affiliates (other than the Company and the Subsidiaries) to conduct their respective business relationships with the Company and the Subsidiaries only in the ordinary and usual course of business consistent with past practices; provided, however, that except as otherwise contemplated by this Agreement, -------- ------- without the prior written consent of the Buyer, in no event shall Sellers or any of their respective Affiliates (other than the Company and the Subsidiaries) enter into any contracts, commitments or arrangements with the Company or any of the Subsidiaries other than on terms and provisions which could be obtained by the Company or any such Subsidiary with respect to similar contracts, commitments or arrangements with third parties. (b) Notwithstanding Section 7.4(a), except as set forth in on Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement or except with the --- express written --- approval of Buyer (whichthe Buyer, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees Sellers shall not be unreasonably withheld and shall not permit the Company or delayed), Parent shall cause each any of the Companies not Subsidiaries to: (i) except in the ordinary and usual course of business consistent with their past practices, make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; provided, however, that Sellers shall -------- ------- provide Buyer with written notice of such change at least three (3) business days prior to making any material change in the Business; provided, further, that if such change is made to comply with any -------- ------- applicable Requirements of Law, prior notice shall only be required if reasonably practical; or make any expenditure which shall exceed Two Hundred Fifty Thousand Dollars ($250,000), other than as contemplated by any Business Agreement; (ii) except in the ordinary and usual course of business consistent with their past practices, make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is therefor in excess of One Hundred Thousand Dollars ($50,000100,000); (iii) other than acquire any interest in, or enter into any contract for the purchase of real property; (iv) except in the ordinary and usual course of the Businessbusiness consistent with their past practices, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in on Schedule 5.14(a-------- 5.10, 5.11(a) or 5.14(b5.11(b) , 5.14, 5.16 or 5.18 if in effect on the ---------------- date ---- ------- date hereof -------- ---- ---- ---- hereof, or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change which requires the consent or approval of control" provision that would give the other any third party a right to terminate such contract upon the consummation of consummate the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a defaultby this Agreement; (v) enter into any contract for except in the purchase ordinary and usual course of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) business consistent with their past practices, sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates)their respective Properties or assets reflected on the Financial Statement or assets acquired by the Company after the Financial Statement Date; (vi) except for trust fund accounts for customers imposed by applicable Requirement of Law or contract, or mortgage or and except for liens in favor of collection attorneys, mortgage, pledge, or impose or suffer to be imposed any Encumbrance on, (other than a Permitted Encumbrance) on any of its properties, rights their respective Properties or assets, other than inventory and minor amounts of personal property sold assets reflected on the Financial Statement or otherwise disposed of in assets acquired by the ordinary course of Company after the Business consistent with past practice and other than Permitted EncumbrancesFinancial Statement Date; (vii) cancel any debts owed acquire or agree to acquire by merging or claims held consolidating with, or by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course purchasing a substantial portion of the Business consistent with past practiceassets of or equity in, or by any other manner, any other Person or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Company or any of the Subsidiaries; (viii) except in the ordinary and usual course of business consistent with their past practices, cancel any debts or other financial obligations owed to the Company or any of the Subsidiaries or settle any litigation related to debts or other financial obligations owed the Company or any of the Subsidiaries; (ix) other than intercompany debt incurred in the ordinary and usual course of business consistent with their past practices, create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money borrowed money; (other than money borrowed or advances from any of its Affiliates x) except in the ordinary and usual course of the Business business consistent with their past practicepractices, agree to assume, guarantee, endorse or otherwise become responsible for the debts, liabilities (whether accrued, absolute, contingent or otherwise) or obligations of another Person or make any advances to any other Person in an amount not to exceed One Hundred Thousand ($100,000) in the aggregate; (xi) enter into, as lessee, into any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13)obligation; (ixxii) except in the ordinary and usual course of business consistent with their past practices, accelerate or delay collection of any notes or accounts receivable in advance of owed to the Company or any Subsidiary beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business business consistent with past practice; (xxiii) delay or accelerate payment of make any account payable cash or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree payment to make, any distribution of assets (other than cash) to Parent FDC or any of its Affiliatesaffiliates (other than in connection with trade indebtedness or obligations) or declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of the capital stock of, or equity interests in, the Company or any Subsidiary, other than, in each case, cash dividends paid to FFMC on or prior to December 31, 1997; (xiixiv) directly or indirectly redeem, purchase or otherwise acquire or commit to acquire any shares of the capital stock of or equity interests in, or effect a split, modification or reclassification of the capital stock of, or equity interests in, the Company or any Subsidiary, or a recapitalization of the Company or any Subsidiary; (xv) establish, create or institute any material increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit provided, or loan or advance any money or property, plan with respect to any present or former director, officer, consultant or employee of any of the Companiesits employees, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan such plan or Requirements of Law or such changes as are applicable to FDC and its subsidiaries generally; provided, however, that the Sellers -------- ------- shall provide the Buyer with written notice of such change at least three (3) business days prior to establishing, creating or instituting any material increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to employees of the Company or any of the Subsidiaries; provided, further, -------- ------- that if such change is made to comply with any applicable Requirements of Law, prior notice shall only be required if reasonably practical; (xiiixvi) except in the ordinary and usual course of business consistent with their past practices, make any material change in the compensation of its employees, employees or grant any severance or termination pay other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices; provided, or grant however, that Sellers shall provide -------- ------- Buyer with written notice at least three (3) business days prior to making any severance or termination pay to any material change in the compensation of its the employees or amend of the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement Subsidiary notwithstanding that would be a Company Plan if it were such changes are made in existence on the date hereof, other than in the ordinary course of the Business accordance with normal compensation practices and consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Lawcompensation practices; (xvxvii) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP;Statement contained in Schedule 5.5; ------------ (xvixviii) make any change in its charter, the charter or by-laws of the Company or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable)Subsidiaries; (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities except in the ordinary and usual course of business consistent with their past practices, delay payment of any Company, account payable or other liability of the Company or any Subsidiary beyond its due date or the date when such account payable or liability would have been paid in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member the ordinary course of business consistent with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Datepast practice; (xx) enter issue or grant any options, warrants or rights to subscribe for or purchase or otherwise acquire, any shares of the capital stock of, or equity interest in, the Company or any Subsidiary, or issue any securities convertible into or amend exchangeable for shares of the capital stock of, or equity interests in, the Company or any aviation, manufacturing Subsidiary or transportation customer contract, other than new contracts with existing customers and amendments commit to existing contracts, in each case, where any of the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customersforegoing; (xxi) enter into make any joint ventureTax election or change any method of accounting for Tax purposes, partnership in each case except to the extent (x) required by law or similar arrangement (y) any election or acquire or agree to acquire change is made by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereofSeller Tax Group; (xxii) merge or consolidate except in the ordinary and usual course of business consistent with or into their past practices, exercise any other Person or dissolve or liquidate; oroption to extend a lease for real property; (xxiii) authorizeother than with respect to employees at will, enter into any employment agreement, severance or consulting agreement with any Person to the extent such agreement is related to the Company or any Subsidiary; (xxiv) discharge or terminate any director, officer or senior manager of the Company or any Subsidiary; provided, however, that Sellers may -------- ------- terminate or discharge any such officer, director or senior manager for cause after providing Buyer with written notice at least one (1) business day prior thereto together with a description, in reasonable detail, of the basis for such termination or discharge; (xxv) pay any claims against, or liabilities or obligations of, the Company or any Subsidiary in respect of any legal proceedings or any threatened legal proceedings (including settlement of any claims and litigation against the Company or any Subsidiary), which involves the payment by the Company or any Subsidiary in excess of Fifteen Thousand Dollars ($15,000) in the case of any individual payment or One Hundred Twenty Five Thousand Dollars ($125,000) with respect to the aggregate of all such payments; (xxvi) agree to waive or commit to waive any rights that could reasonably be expected to have a Material Adverse Effect; (xxvii) directly or agreeindirectly in any way extend or otherwise restructure the payment schedule, whether payment terms or any other material term or condition of any Business Agreement (other than any contract or agreement with any customer); (xxviii) fail promptly to pay and discharge current liabilities, except in the case of such liabilities that are disputed in good faith and for which adequate reserves are maintained in accordance with GAAP, as in effect on the Financial Statement Date; (xxix) make any change in the accounting principles and practices used by the Company or any Subsidiary from those applied in the preparation of the Financial Statements, except to the extent required by GAAP and disclosed in writing to the Buyer; (xxx) except in the ordinary and usual course of business consistent with their past practices with respect to those actions permitted to be taken by this Section 7.4 in the ordinary and usual course ----------- of business, enter into any agreement or otherwisecontract to take any action prohibited by this Section 7.4; or ----------- (xxxi) enter into any contract, to do any of the foregoing.agreement, plan, arrangement or waiver described in Section 5.7(d) or (g). -------------- ---

Operations Prior to the Closing Date. (a) From the The Seller shall ------------------------------------ date hereof through the Closing Date, Parent shall cause the Companies Company and its Subsidiaries to operate and carry on the Business their business in the ordinary course in accordance consistent with past practice and in compliance with all applicable Requirements of Law, including Environmental Lawspractice. Consistent with the foregoing, Parent the Seller shall cause each the Company and its Subsidiaries to keep and maintain the assets and properties of the Companies to Company and its Subsidiaries in their current operating condition (normal wear and tear excepted) and shall use its commercially reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies Company and (iii) its Subsidiaries intact and to preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesCompany and its Subsidiaries. (b) Notwithstanding Section 7.4(a), except Except as set forth in Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement or except with the express written --- approval of Buyer (whichthe Buyer, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees Seller not shall not be unreasonably withheld permit the Company or delayed), Parent shall cause each of the Companies not any Subsidiary to: (i) make any material change in the Business amend its certificate of incorporation or its operations, except such changes as may be required to comply with any applicable Requirements of Lawby-laws or similar organizational documents; (ii) issue, grant, sell or encumber any shares of its capital stock; issue, grant, sell or encumber any option, warrant, put, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the acquisition, issuance, sale, pledge or other disposition of any shares of its capital stock or make any other changes in the equity capital structure of the Company or any Subsidiary; (iii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is therefor in excess of $50,000250,000 individually or $500,000 in the aggregate; (iiiiv) other than in the ordinary course of the Businessexcept as contemplated by Schedule 4.23, enter into any ------------- contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) 4.16 if in effect on the ---------------- ------- date hereof ------------- or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change which requires the consent or approval of control" provision that would give the other any third party a right to terminate such contract upon the consummation of consummate the transactions contemplated hereby by this Agreement; or under which the consummation of the transactions contemplated hereby would constitute a defaultmake any material modification to any existing Company Agreement or to any Governmental Permits, other than changes made in good faith to cure document deficiencies; (v) enter into any contract for the purchase purchase, lease (as lessee) or other occupancy of real property or for the sale of any Owned Real Property or exercise any option to purchase real property listed in Schedule 4.10(A) ---------------- or any option to extend a lease listed in Schedule 5.94.10(B); --------------------------- (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company or any Subsidiary to the Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights the assets or assetsproperties of the Company or any Subsidiary, other than inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it the Company or pay, settle any Subsidiary (including the settlement of any claims or discharge any claims/litigation, proceedings, actions or liabilities, ) other than in the ordinary course of the Business business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money (other than borrowed money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoing.

Operations Prior to the Closing Date. (a) From Except as required by Requirements of Law, as set forth in Seller Schedule 7.4, as otherwise required to effectuate this Agreement and the ------------------------------------ date hereof through transactions contemplated hereby, or with the Closing Datewritten approval of Parent, Parent Seller shall cause the Companies Company and the Subsidiaries to operate and carry on the Business their business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Lawscourse. Consistent with the foregoing, Parent Seller shall cause each of the Companies Company and the Subsidiaries to use its their commercially reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensorsclients, employees, customers, distributors customers and others having business relations with the CompaniesCompany and the Subsidiaries. Seller shall not, directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares or any of the other capital stock or other ownership interests of the Company or any of the Subsidiaries other than as contemplated by this Agreement. Seller shall not permit GFTC, on the one hand, and the Non-GFTC Subsidiaries, on the other hand, to enter into intercompany transactions with each other outside of the ordinary course of business. (b) Notwithstanding Section 7.4(a), except as set forth in Seller Schedule -------------- -------- 7.4, except as contemplated by otherwise required to effectuate this Agreement and the transactions contemplated hereby or except with the express written --- approval of Buyer Parent (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer which Parent agrees shall not be unreasonably withheld withheld, conditioned or delayed), Parent Seller shall cause each of not permit the Companies not Company and the Subsidiaries to: (i) make any material change in the Business their business or its their operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Businessbusiness, which is in excess of $50,000250,000; (iii) other than in the ordinary course of the Businessterminate, accelerate, renew or amend, or exercise or waive any rights under, any Material Contract or enter into any lease, contract, agreement, undertaking license or commitment which other agreement that would have been required to be set forth in Schedule 5.14(a) or 5.14(b) listed as a Material Contract if it had been in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respectof this Agreement; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property property; (v) cancel any debts owed to or exercise claims held by them (including the settlement of any option to extend a lease listed claims or litigation) other than in Schedule 5.9; ------------the ordinary course of business or in accordance with Section 7.5; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including other than any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or their assets, other than inventory and minor amounts of personal property sold or otherwise disposed of with respect to investment assets in the ordinary course of the Business consistent with past practice business and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money (other than borrowed money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected other than in the ordinary course of the Business consistent with past practicebusiness and other than any indebtedness that is subject to Section 7.5; (xviii) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except pursuant to Section 7.6, declare, pay, make, or agree to make, or otherwise effectuate any distribution dividends or distributions, redemptions, equity repurchases, or other similar transactions involving its equity securities, or make any other disposition of assets (other than cash) to Parent Seller or any of its Affiliates; (xiiix) other than as required by Requirements of Law or under any Benefit Plan, (A) institute any increase in any benefit providedprovided under any Company Benefit Plan, other than (1) any change generally applicable to Seller employees or (2) in the ordinary course of business consistent with past compensation practices; (B) make any change in the compensation of any Company Employee, other than (1) routine increases in base compensation in the ordinary course of business consistent with past compensation practices or (2) any change generally applicable to Seller employees; (C) make any loan to, or loan or advance enter into any money or propertyother transaction with, to any present or former director, officer, employee, Affiliate, individual consultant or employee independent contractor of the Company or any of the CompaniesSubsidiaries, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, routine travel and other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and expense advances consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xivD) establish, adopt, enter into, amend or terminate any Company Plan, Benefit Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence on as of the date hereofof this Agreement, other than (1) routine administrative amendments that do not materially increase the costs of maintaining such arrangements or (2) any change generally applicable to Seller employees; (E) forgive or discharge in whole or in part any outstanding loans or advances to any present or former director, officer, employee, individual consultant or independent contractor of the Company or any of the Subsidiaries; (F) terminate without “cause” any Company Employee listed on Seller Schedule 5.20(a); (G) except for the hiring or engagement of non-officer employees or individual independent contractors in the ordinary course of business who have aggregate annual base compensation that is not in excess of $250,000, hire or engage any employee or individual independent contractor of the Business consistent with past practice Company or as required by any of the Subsidiaries; and (H) transfer the employment of any person who is a Company Plan, Parent Plan Employee to the Seller or Requirement any of Lawits Affiliates (other than the Company and the Subsidiaries) or accept the transfer of any employee of the Seller or any of its Affiliates (other than the Company and the Subsidiaries) who is not a Company Employee; (xvx) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, make or change any material Tax election, file any amended income Tax Return or other material amended Tax Return, enter into any closing agreement, settle any income or other material Tax claim or assessment, surrender any right to claim a refund of any income or other material Taxes or consent to any extension or waiver of the limitation period applicable to any income or other material Tax claim or assessment, in each case, as it relates solely to the Company or any Subsidiary and unless such change is required by GAAPGAAP or applicable Requirements of Law; (xvixi) settle, compromise or waive any material right in respect of any material litigation; (xii) sell, assign or exclusively license any material Company Intellectual Property or otherwise dispose of any material Intellectual Property, other than in the ordinary course of business consistent with past practice or abandon any Registered IP; (xiii) accelerate the collection of accounts receivable, delay the purchase of supplies, delay normal capital expenditures, repairs or maintenance, or delay payment of accounts payable or accrued expenses; (xiv) make any change in its chartertheir Constituent Documents or issue, by-laws sell, pledge, encumber, dispose or other organizational document or issue deliver any capital stock (or securities exchangeable, convertible or exercisable for capital stock) or other ownership interests of the Company or the Subsidiaries; (xv) withdraw any Seed Capital from a Sponsored Fund if such withdrawal would be reasonably likely to reduce the Seed Capital Amount to less than $10,000,000 (but this restriction shall not apply to any tax distributions or other incidental distributions generally applicable to investors in the relevant Sponsored Fund(s)); (xvi) transfer any Seed Capital from its current investment as of the date of this Agreement to an investment that may not be redeemed on at least a quarterly basis; (xvii) splittake any action that (A) would prevent any Sponsored Fund from qualifying as a “regulated investment company” under Section 851 of the Code, combine (B) would be materially inconsistent with the prospectus and other offering, advertising and marketing materials, as amended or reclassify supplemented, of any shares Sponsored Fund then engaging in a public offering of its capital stock shares, or partnership or membership interests or declare(C) would result in the merger, set aside or pay any dividends or make any other distributions (whether in cash, stock consolidation or other property) in respect reorganization of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of ParentSponsored Fund; (xviii) except as required agree to reduce, waive, cap or subject to rebate the compensation paid by lawany Sponsored Fund, and except Advisor, GFWM Direct Client, A Fund, A Managed Account Client, Wrap Fee Client or any other Person to which the Company or one of its Subsidiaries provides Investment Services other than in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion ordinary course of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent business consistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable);practice; or (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member enter into a legally binding commitment with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoing.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent Seller shall cause ------------------------------------ the Companies and the Subsidiaries to operate and carry on the Business in the ordinary course in accordance consistent with past practice and in compliance with all applicable Requirements substantially as operated immediately prior to the date of Law, including Environmental Lawsthis Agreement. Consistent with the foregoing, Parent Seller shall cause each of the Companies and the Subsidiaries to use its their reasonable best efforts consistent with good business practice to (i) maintain the keep intact their respective business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesCompanies and the Subsidiaries. Seller shall not, and shall not permit either Company or any Subsidiary to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares set forth in this Agreement not being satisfied. (b) Notwithstanding Section 7.4(a), except as set forth in on Schedule -------------- -------- 7.4, except as contemplated by this Agreement 7.4 or except with the express written --- approval of Buyer (whichBuyer, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees shall not be unreasonably withheld or delayed), Parent Seller shall cause each of the --- Companies and the Subsidiaries not to: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract Contract or commitment thereforwhether relating to capital expenditures or otherwise, other than in the ordinary course of the Businesseach case, which is in excess of $50,000100,000 individually and $500,000 in the aggregate; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase or lease of real property or exercise any option to extend or renew a lease listed in Schedule 5.9; ------------ (viiv) sell, lease (as lessor), license, transfer or otherwise dispose of or reduce the scope of (including any transfers to any Affiliates of its AffiliatesSeller), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights the assets or assetsproperties of the Companies or the Subsidiaries, other than inventory and minor amounts of personal property not in excess of $50,000 in the aggregate sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viiiv) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed liabilities, or advances from any of its Affiliates obligations except in the ordinary course of the Business consistent with past practice, or indebtedness for borrowed money (other than money borrowed or advances from Seller or any Affiliate of Seller in the ordinary course of the Business consistent with past practice), or guarantee any such liabilities, obligations or indebtedness; (vi) adopt or enter intoamend any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to its employees, or renew or amend any collective bargaining agreement or other agreement with any labor organization, union or association, other than in the ordinary course of Seller's operation as lesseea whole, consistent with past practice or as required by any capitalized lease obligations such plan or Requirements of Law, provided, -------- however, that no changes shall be made to the severance arrangements listed ------- on Schedule 5.20 or to the Steelworkers Union Contract; ------------- (as defined vii) make any change in Statement the compensation of Financial Accounting Standards No. 13)its or their directors, executive officers and employees, or independent directors other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (viii) make any change in accounting practice, unless such change is required by GAAP; or (ix) accelerate make any change in the charter or delay collection by-laws or organization documents, as the case may be, of either Company or any notes Subsidiary. (x) except as provided in Section 7.14, redeem or accounts receivable otherwise acquire ------------ any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (xi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value; (xii) pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or beyond their regular due dates enter into any agreement or arrangement with, Seller or any of its Affiliates, except for (A) transactions among the dates when Companies and the same would have been collected Subsidiaries and (B) intercompany financing transactions in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereofthereof or otherwise acquire any assets (other than inventory) that are material; (xxiixiv) merge lease, license or consolidate otherwise dispose of any of its assets that are material, individually or in the aggregate, to the Companies and the Subsidiaries, taken as a whole, except inventory and obsolete or excess equipment sold in the ordinary course of the Business consistent with past practice; (xv) enter into Contracts of the type specified in Section 5.14 and ------------ Section 5.16 or modify, terminate or amend any existing Business Agreement; (xvi) enter into any other Person new employment Contracts or dissolve or liquidateamend any existing employment Contracts; or (xxiiixvii) authorize, commit make any change in method of accounting for tax purposes or agree, whether change or make any Tax election. (c) Seller shall promptly advise Buyer in writing of the occurrence of any matter or otherwiseevent that Seller reasonably believes is materially adverse to the Business. (d) Seller shall take such action as may be necessary so that, as of the Closing Date, there shall be no intercompany accounts payable or accounts receivable between either of the Companies or the Subsidiaries, on the one hand, and Seller or its Affiliates (excluding for this purpose the Companies and the Subsidiaries), on the other hand, relating to the Business. With respect to any intercompany agreement or arrangement that would otherwise survive Closing, Buyer shall have the right, within 180 days after the Closing Date, to do terminate such agreement (without any of the foregoingcost or expense to Buyer, either Company or any Subsidiary) or arrangement upon not less than 10 days notice to Seller.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing DateExcept as otherwise expressly contemplated by this Agreement, Parent Seller shall cause the Companies Company prior to the Closing Date to operate and carry on the Business its business only in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Lawssubstantially as presently operated. Consistent with the foregoing, Parent Seller shall cause each of the Companies Company to (i) keep and maintain the assets and properties to be retained by Company after the Closing in good operating condition and repair and (ii) prior to the Closing, shall use its reasonable best efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies Company intact and (iii) to preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesCompany. (b) Notwithstanding Section 7.4(a), except Except as set forth in Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement or except with the express written --- approval of Buyer (whichBuyer, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees Seller shall not be unreasonably withheld or delayed), Parent shall cause each of permit the Companies not Company to: (i) make any material change in the Business amend its articles of incorporation or its operations, except such changes as may be required to comply with any applicable Requirements of Lawby-laws; (ii) issue, grant, sell or encumber any shares of its capital stock or other securities; issue, grant, sell or encumber any security, option, warrant, put, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the acquisition, issuance, sale, pledge or other disposition of any shares of its capital stock or other securities or make any capital expenditure or enter into any contract or commitment therefor, other than changes in the ordinary course equity capital structure of the Business, which is in excess of $50,000Company; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which which, if in effect on the date hereof, would have been required to be set forth in (a) Schedule 5.14(a4.15(A), Schedule 4.15(B), or Schedule 4.15(C), except as consistent with maintenance of efforts provisions of Exhibit 6.4(B)(iii) or 5.14(b(b) if in effect on Schedule 4.15(D) or Schedule 4.15(E), except with the ---------------- ------- date hereof prior written consent of Buyer or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change which requires the consent or approval of control" provision that would give the other any third party a right to terminate such contract upon the consummation of consummate the transactions contemplated hereby by this Agreement; or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change modification to any existing Company Agreement or any contract or agreement set forth in the compensation of its employeesSchedule 4.15(D) or Schedule 4.15(E) or to any Governmental Permits, other than changes made in accordance with normal compensation practices of the Companies or pursuant good faith to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Lawcure document deficiencies; (xviv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAPfinancial statements contained in Schedule 4.4; (xviv) make any change in its charter, by-laws prepare or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods in filing Tax Returns (including any such positionincluding, election without limitation, positions, elections or method methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to Section 9.1(b) or accelerating deductions to periods for which Parent Seller is liableliable pursuant to Section 9.1(a); (xixvi) amend file with either the Alabama Department of Insurance or the Florida Department of Insurance or submit for filing any Tax Returns increase or settle decrease, or compromise any proceeding relating to Tax liabilities amendment, modification or termination of any of Company's rates now filed with the Alabama Department of Insurance or the Florida Department of Insurance, in either case if doing so wouldas applicable; (vii) notwithstanding the provisions of Section 6.4(b)(iii), enter into, renew, extend, amend, modify, terminate or would reasonably be expected to, materially adversely affect waive any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, rights with respect to any Straddle PeriodGroup Service Agreements or Individual Service Agreements which provided for rate quotes which do not comply with the Company's rates now filed with the Alabama Department of Insurance or the Florida Department of Insurance, the portion of such Straddle Period beginning after the Closing Dateas applicable; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxiviii) enter into any joint venture, partnership agreement or similar arrangement or acquire or agree commitment to acquire take any action prohibited by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoingthis Section 6.4.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing DateEach Asset Seller shall, Parent and Sellers shall cause the Companies Viskase Brazil and Newco Brazil to, use commercially reasonable efforts to operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements substantially as operated immediately prior to the date of Law, including Environmental Lawsthis Agreement. Consistent with the foregoing, Parent each Asset Seller shall, and Sellers shall cause each of the Companies to Viskase Brazil and Newco Brazil to, use its commercially reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, customers and distributors and others having business relations with of the CompaniesBusiness. (b) Notwithstanding Section 7.4(a), except as set forth in on Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld or delayed), Parent each Asset Seller shall not (with respect to the Business), and Sellers shall cause each of the Companies Viskase Brazil and Newco Brazil not to, in each case other than in the ordinary course of business: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is therefor in excess of $50,000500,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------; (viiv) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assetsthe Purchased Assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viiiv) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money borrowed money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13business); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xivi) make, or agree to make, any payment or distribution of assets (other than cash) to Parent or any of its AffiliatesAffiliates (other than intercompany transactions in accordance with past practices); (xiivii) institute any increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit provided, or loan or advance any money or property, plan with respect to any present or former director, officer, consultant or employee of any of the Companiesits employees, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan such plan or Requirements of Law; (xiiiviii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xvix) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP;; or (xvix) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, Newco Brazil other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoingSellers.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent The Selling Shareholders shall cause the Companies to operate and carry on the Business their business in the ordinary course in accordance with past practice Ordinary Course of Business and in compliance with all applicable Requirements substantially as operated immediately prior to the date of Law, including Environmental Lawsthis Agreement. Consistent with Without limiting the foregoing, Parent the Selling Shareholders shall cause each of the Companies to use its their reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, Administrative Authorities, licensors, employees, customers, distributors and others having business relations with the CompaniesSubsidiaries. (b) Notwithstanding Without limiting Section 7.4(a8.4(a), except as set forth in Schedule -------------- -------- 7.4, 8.4 and except as contemplated by this Agreement the Restructuring or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld or delayed), Parent the Selling Shareholders shall cause each of the Companies not to: (i) transfer any of the Shares to any Person or create or suffer to exist any Encumbrance upon the Shares; (ii) make any material change in the Business their business or its their operations, except such changes as may be required to comply with any applicable Requirements of Law; (iiiii) make any capital expenditure expenditures (or enter into any contract or commitment therefor, other than Contracts in the ordinary course respect of the Business, which is capital expenditures) in excess of $50,000; (iii) 50,000 or make any capital expenditures that will materially increase the property taxes paid by the Subsidiaries other than in accordance with the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respectApproved Annual Budget; (iv) enter into any contract that contains a "change Contract for the purchase of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a defaultreal property; (v) enter into any contract Contract for the purchase any acquisitions (by merger, consolidation, or acquisition of real property stock or exercise assets or any option to extend a lease listed in Schedule 5.9; ------------other business combination) of any Person or business or any division thereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or their assets, other than inventory and minor amounts of personal property property, in an amount not to exceed $25,000 in the aggregate, sold or otherwise disposed of in the ordinary course Ordinary Course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it them (including the settlement of any claims or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, ) other than in the ordinary course Ordinary Course of the Business consistent or in accordance with past practiceSection 8.5; (viii) create, incur incur, assume or assumeguarantee, or agree to create, incur incur, assume or assume, guarantee any Indebtedness indebtedness for Borrowed Money (borrowed money or enter into any "keep well" or other than money borrowed or advances from agreement to maintain the financial condition of another Person into any arrangement having the economic effect of any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter foregoing (including entering into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13), other than in the Ordinary Course of Business; (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any dividends or distribution of assets (other than cashincluding cash and cash equivalents) to Parent the Selling Shareholders or any of its Affiliates; their Affiliates (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes payments made in accordance with normal compensation practices the MSA in the Ordinary Course of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------Business); (xivx) establish, adopt, enter into, amend modify or terminate any Company Plan, or institute any planincrease in any benefit provided under any Company Plan other than as required by any such plan or Requirements of Law; increase the compensation of any Company Employee, agreementother than increases required by any Company Plan or Requirements of Law; grant any equity or equity-based awards to any Company Employee; hire, programor make any commitment to hire, policyany additional employees or independent contractors for the benefit of any of the Companies other than with respect to personnel required to fulfill functions (A) as a result of the pending termination of services currently provided to the Subsidiaries by CMS Energy Corporation or (B) at the new control center being built by the Subsidiaries in Grand Rapids, trustMichigan; (xi) enter into, fund amend, modify, grant a waiver in respect of, cancel or other arrangement consent to the termination of any Material Contract (or any Contract that would be a Company Plan Material Contract if it were in existence effect on the date of this Agreement) other than any amendment, modification or waiver which is not material to such Contract and is otherwise in the Ordinary Course of Business; (xii) enter into or adversely amend, modify or waive any rights under, in each case, in any material respect, any Contract (or series of related Contracts) with the Selling Shareholders or any Affiliate of the Selling Shareholders (other than the Companies) other than the entry into or amendment, modification, or waiver of any such Contracts on an arms' length basis which are not in the aggregate materially adverse to the business of the Subsidiaries; (xiii) cause any of the Companies to engage in any transactions outside the Ordinary Course of Business between the date hereof and through the Closing that would materially increase the Taxes for which Buyer is responsible under this Agreement, reduce the tax attributes available to Buyer or that could reasonably be expected to have a material adverse effect on the Taxes of any of the Companies after the date hereof, other than in transactions expressly contemplated or permitted by this Agreement or the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of LawSchedules hereto; (xvxiv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP, applicable regulations of the FERC or prior orders of the FERC applicable to METC with effect after the date hereof; (xvixv) make any change in its chartertheir Organizational Documents or purchase, by-laws or other organizational document redeem or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvi) take any action that may cause a significant impairment or write down in assets or increase in Liabilities that is reasonably likely to cause METC's rate base to be decreased; (xvii) splitmake or change any material Tax election, combine change an annual accounting period, adopt or reclassify change any shares accounting method with respect to Taxes, file any amended Tax Return with respect to any material Taxes, enter into any closing agreement, settle or compromise any proceeding with respect to any material Tax claim or assessment relating to such applicable Company, surrender any right to claim a refund of material Taxes, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or any of its capital stock Subsidiaries, or partnership or membership interests or declare, set aside or pay any dividends or make take any other distributions (whether in cash, stock similar action relating to the filing of any Tax Return or other property) in respect the payment of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parentmaterial Tax; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method action that is inconsistent with positions taken, elections made intended or methods used is reasonably likely to result in prior periods in filing Tax Returns (including any such position, election or method which would have of the effect conditions to consummation of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable);the transactions contemplated by this agreement not being satisfied; or (xix) amend any Tax Returns or settle or compromise any proceeding relating agree to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership Contract or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by otherwise make any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, commitment to do any of the foregoingforegoing in this Section 8.4.

Operations Prior to the Closing Date. During the period from the Effective Date until the Closing, the Seller and the Buyer, as applicable, agree to perform the covenants set forth below. (a) From Except as otherwise agreed to in writing by the ------------------------------------ date hereof through Buyer, the Closing Date, Parent shall cause the Companies to operate and Seller shall: (i) carry on the Business only in the ordinary course in accordance and consistent with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, practices; (ii) keep available and maintain the services of any key employees of the Companies Purchased Assets in good operating condition and repair condition (ordinary wear and tear excepted); (iii) preserve the goodwill and beneficial relationships except as they may terminate in accordance with their respective terms (or by reason of a default committed by one or more of the suppliersother parties thereto), contractorskeep in full force and effect, licensorsand not cause a default of any of its obligations under, employees, customers, distributors any Assumed Contracts and others having business relations keep in full force and effect the insurance coverage in effect on the date hereof (unless a replacement policy with substantially equivalent coverage is obtained); and (iv) duly comply with all laws applicable to the Companiesconduct of the Business. (b) Notwithstanding Section 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except Except with the express prior written --- approval consent of Buyer (whichthe Buyer, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees which consent shall not be unreasonably withheld withheld, and as otherwise required or delayed)permitted by this Agreement, Parent the Seller shall cause each not directly or indirectly, do any of the Companies not tofollowing: (i) make any material change in the Business or general nature of the Business, including but not limited to, making any material changes to its operations, except such changes as may be required to comply with class schedules. The Seller will not offer any applicable Requirements sales outside of Lawthe ordinary discounts currently offered; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer transfer, surrender, abandon, or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, Purchased Assets other than in the ordinary course of the Business business consistent with past practicepractices; (viiiiii) create, incur grant or assume, make any mortgage or agree pledge or subject any of the Purchased Assets to create, incur or assume, any Indebtedness for Borrowed Money Lien (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13Permitted Encumbrances); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xiiv) make, or agree to make, any distribution of the assets (of the Business other than cash) to Parent or any distributions of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any cash generated by the ordinary operations of the Companies, other than Business to the Seller and/or the Seller’s owners in the ordinary course of the Business business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Lawpractice; (xiiiv) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method action that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after have a Material Adverse Effect on the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing DateBusiness; (xxvi) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter Enter into any joint venture, partnership new fulfillment agreement or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion alter the existing fulfillment agreement with [*****] and [*****] without the express written approval of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidateBuyer; or (xxiiivii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoing.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent Sellers shall cause the Companies to operate and carry on the Business only in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Lawssubstantially as presently operated. Consistent with the foregoing, Parent Sellers shall cause keep and maintain the Purchased Assets in good operating condition and repair and shall use each of the Companies to use its their reasonable best efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies Divisions intact and (iii) to preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesBusiness. In connection therewith, Sellers shall not (i) transfer or cause to be transferred from either Division any employee or agent thereof, (ii) offer employment after the Closing Date to any such employee or agent or (iii) otherwise attempt to persuade any such person to terminate his or her relationship with either Division. (b) Notwithstanding Section SECTION 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement or except with the express written --- approval of Buyer (whichBuyer, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees shall not be unreasonably withheld or delayed), Parent shall cause each none of the Companies not toSellers shall: (i) make any material change in the Business or its operationsthe operations of either Division or make any expenditure in respect of either Division which shall exceed the amount, except such changes as may be required to comply with any applicable Requirements of Lawset forth in SCHEDULE 5.26, budgeted therefor; (ii) make any capital expenditure with respect to either Division or enter into any contract or commitment therefor, other than capital expenditures or commitments for capital expenditures referred to in the ordinary course of the Business, which is applicable budget contained in excess of $50,000SCHEDULE 5.26; (iii) other than in the ordinary course of the Businessexcept as contemplated by SCHEDULE 5.26, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) 5.20 if in effect on the ---------------- ------- date hereof or amend enter into any contract with respect to the Business Agreement in any material respectwhich cannot be assigned to Buyer or a permitted assignee of Buyer under SECTION 13.5; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property to be used by either Division or for the sale of any Owned Real Property or exercise any option to purchase real property listed in SCHEDULE 5.10 or any option to extend a lease listed in Schedule 5.9; ------------SCHEDULE 5.11; (viv) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from either Division to any Seller or any of its respective Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assetsthe Purchased Assets, other than inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (viivi) cancel any debts owed to or claims held by it either Division (including the settlement of any claims or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, ) other than in the ordinary course of the Business consistent with past practice; (viiivii) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money borrowed money in respect of either Division (other than money borrowed or advances from any Seller or any of its respective Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ixviii) accelerate or delay collection of any notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (xix) delay or accelerate payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (x) allow the levels of raw materials, supplies, work-in-process or other materials included in the inventory of either Division to vary in any material respect from the levels customarily maintained in the Business; (xi) make, or agree to make, any payment of cash or distribution of assets (other than cash) to Parent any Seller or any of its Affiliatesrespective Affiliates (other than cash realized upon collection of receivables generated in the ordinary course of the Business); (xii) institute any increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit provided, or loan or advance any money or property, plan with respect to any present or former director, officer, consultant or employee employees of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Laweither Division; (xiii) make any material change in the compensation of its employeesthe employees of either Division, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------; (xiv) establish, adopt, enter into, amend prepare or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods in filing Tax Returns (including any such positionpositions, election elections or method methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to SECTION 8.3(a) or accelerating deductions to periods for which Parent any Seller is liableliable pursuant to SECTION 8.3(a); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate); or (xxiiixv) authorize, commit or agree, whether make any change in writing or otherwise, to do any the accounting policies applied in the preparation of the foregoingfinancial statements contained in SCHEDULE 5.4.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent Sellers shall cause the Companies to operate and carry on the Business only in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Lawssubstantially as presently operated. Consistent with the foregoing, Parent Sellers shall cause keep and maintain the Purchased Assets in good operating condition and repair and shall use each of the Companies to use its their reasonable best efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies Divisions intact and (iii) to preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesBusiness. In connection therewith, Sellers shall not (i) transfer or cause to be transferred from either Division any employee or agent thereof, (ii) offer employment after the Closing Date to any such employee or agent or (iii) otherwise attempt to persuade any such person to terminate his or her relationship with either Division. (b) Notwithstanding Section 7.4(aSECTION 7.4(A), except as set forth in Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement or except with the express written --- approval of Buyer (whichBuyer, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees shall not be unreasonably withheld or delayed), Parent shall cause each none of the Companies not toSellers shall: (i) make any material change in the Business or its operationsthe operations of either Division or make any expenditure in respect of either Division which shall exceed the amount, except such changes as may be required to comply with any applicable Requirements of Lawset forth in SCHEDULE 5.26, budgeted therefor; (ii) make any capital expenditure with respect to either Division or enter into any contract or commitment therefor, other than capital expenditures or commitments for capital expenditures referred to in the ordinary course of the Business, which is applicable budget contained in excess of $50,000SCHEDULE 5.26; (iii) other than in the ordinary course of the Businessexcept as contemplated by SCHEDULE 5.26, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) 5.20 if in effect on the ---------------- ------- date hereof or amend enter into any contract with respect to the Business Agreement in any material respectwhich cannot be assigned to Buyer or a permitted assignee of Buyer under SECTION 13.5; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property to be used by either Division or for the sale of any Owned Real Property or exercise any option to purchase real property listed in SCHEDULE 5.10 or any option to extend a lease listed in Schedule 5.9; ------------SCHEDULE 5.11; (viv) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from either Division to any Seller or any of its respective Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assetsthe Purchased Assets, other than inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (viivi) cancel any debts owed to or claims held by it either Division (including the settlement of any claims or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, ) other than in the ordinary course of the Business consistent with past practice; (viiivii) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money borrowed money in respect of either Division (other than money borrowed or advances from any Seller or any of its respective Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ixviii) accelerate or delay collection of any notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (xix) delay or accelerate payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (x) allow the levels of raw materials, supplies, work-in-process or other materials included in the inventory of either Division to vary in any material respect from the levels customarily maintained in the Business; (xi) make, or agree to make, any payment of cash or distribution of assets (other than cash) to Parent any Seller or any of its Affiliatesrespective Affiliates (other than cash realized upon collection of receivables generated in the ordinary course of the Business); (xii) institute any increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit provided, or loan or advance any money or property, plan with respect to any present or former director, officer, consultant or employee employees of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Laweither Division; (xiii) make any material change in the compensation of its employeesthe employees of either Division, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------; (xiv) establish, adopt, enter into, amend prepare or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods in filing Tax Returns (including any such positionpositions, election elections or method methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to SECTION 8.3(A) or accelerating deductions to periods for which Parent any Seller is liableliable pursuant to SECTION 8.3(A); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate); or (xxiiixv) authorize, commit or agree, whether make any change in writing or otherwise, to do any the accounting policies applied in the preparation of the foregoingfinancial statements contained in SCHEDULE 5.4.

Operations Prior to the Closing Date. (a) From Except as set forth in Schedule 7.4, except as expressly contemplated by this Agreement or except with the ------------------------------------ date hereof through the Closing Datewritten approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Parent Aon shall cause the Companies to operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies Subsidiaries to use its their reasonable best efforts consistent with good business practice to (i) maintain operate and carry on the business of the Companies and the Subsidiaries in the ordinary course and substantially as operated immediately prior to the date of this Agreement and consistent with past practice. Consistent with the foregoing, Aon shall cause the Companies and the Subsidiaries to use their reasonable best efforts consistent with good business practice to preserve intact the business organization of the Companies intact, (ii) keep available and the services of any key employees of the Companies Subsidiaries and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, agents, producers, distributors and others having business relations with the CompaniesCompanies and the Subsidiaries. (b) Notwithstanding Without limiting the generality of Section 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld or delayed), Parent Aon shall cause each of not permit the Companies not and the Subsidiaries to: (i) make any material change in the Business their business or its their operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Businessbusiness consistent with past practices, which is in excess of $50,000250,000, that is not terminable without payment of premium or penalty within 90 days; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase or sale of real property or exercise lease of Leased Real Property, except any option to extend a lease listed in Schedule 5.9; ------------renewals or replacements of existing real property leases; (viiv) cancel any debts owed them other than in the ordinary course of business consistent with past practice or in accordance with Section 7.5 or make any loans, advances, capital contributions to, or investments in, or receive any capital contributions from, any other Person, other than (i) for immaterial amounts in the ordinary course of business consistent with past practice or (ii) ordinary course investment portfolio transactions in accordance with investment guidelines that have been adopted by the Companies or the Subsidiaries on or prior to the date hereof; (v) sell, agree to sell, lease (as lessor), transfer or otherwise dispose of (including other than any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or their assets, other than inventory and minor amounts of personal property tangible or intangible, product lines or business, except for (i) assets sold or otherwise disposed of in the ordinary course of the Business business consistent with past practice with an aggregate value not exceeding $250,000 and other than (ii) Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viiivi) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money (other than borrowed money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13)) other than any indebtedness that is subject to Section 7.5; (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xivii) make, or agree to make, any distribution or other disposition of assets (other than cashin accordance with Section 7.6) to Parent Aon or any of its Affiliates; (xiiviii) institute any increase in any benefit providedprovided under any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare, severance or loan other employee benefit plan maintained for their employees (excluding any arrangements that do not involve payments by the Companies or advance any money or property, to any present or former director, officer, consultant or employee of any of the CompaniesSubsidiaries after the Closing), other than as required by any such plan or Requirements of Law, any change generally applicable to Aon employees or any in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Lawcompensation practices; (xiiiix) make any material change in the cash compensation of its employeestheir employees (excluding any arrangements that do not involve payments by the Companies or the Subsidiaries after the Closing), other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices; (x) enter into, materially amend, renew, terminate or grant any severance release or termination pay to relinquishment of rights under any of its employees or amend the form of retention and severance agreement contained Business Agreement, in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, each case other than in the ordinary course of the Business business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Lawpractice; (xvxi) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvixii) make any material change in the accounting policies applied in the preparation of the Statutory Statements, unless such change is required by SAP; (xiii) make any material change with respect to actuarial, claims management or reserving methodologies, in each case except as may be required to comply with changes in Requirements of Law, GAAP or SAP; (xiv) make any change in its charter, their charters or by-laws or other organizational document similar governing instrument or issue issue, deliver, sell, pledge, dispose of, encumber, split, combine or reclassify any capital stock or other equity interest or other right of any kind to acquire or receive any capital stock or equity interest (or securities exchangeable, convertible or exercisable for capital stock)stock or other equity interest) in any of the Companies or Subsidiaries; (xviixv) split(v) make or rescind any material election relating to Taxes other than as mandated by Requirements of Law, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or (w) make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except a request for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members Tax ruling or enter into any agreement with an Administrative Authority with respect to taxable years Tax matters, in each case, which could result in an adverse effect, (x) settle or periods beginning after compromise any claim, litigation, controversy or other proceeding relating to Taxes, to the Closing Date orextent the amount of such settlement is equal to or greater than $50,000, with respect (y) file any amendments to any Straddle Periodpreviously filed Tax Returns that could adversely affect the Taxes of the Companies and Subsidiaries, or surrender any right to claim a Tax refund or credit for Taxes in excess of $50,000 other than by expiration of the portion applicable statute of such Straddle Period beginning after the Closing Datelimitations, or (z) file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions takenpast custom and practice, elections made or methods used except as may be required by a change in prior periods in filing Tax Returns (including any such position, election or method which would have the effect Requirements of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable)Law; (xixxvi) amend hire any Tax Returns new employee, except in the ordinary course of business consistent with past hiring practices or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Datereplace a terminated employee; (xxxvii) enter into other than in the ordinary course of business consistent with past practice, issue, reinsure or sell new kinds of policies, or amend any aviationexisting kinds of policies, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable except to the Companies than existing contracts with such customersextent required by Requirements of Law; (xxixviii) enter into any joint venture, partnership acquire (A) by merger or similar arrangement or acquire or agree to acquire by merging or consolidating consolidation with, or by purchasing the purchase of all or a substantial portion of the assets or any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, partnership, joint venture association or other business organization or division thereofthereof or (B) any assets that are material, in the aggregate, to the Companies and the Subsidiaries taken as a whole; (xix) settle or comprise any claim against the Companies or the Subsidiaries by any Administrative Authority or other Person that would reasonably be expected to materially impair the core business of such Company or Subsidiary; (xx) waive the benefits of, agree to modify in any adverse manner, terminate or release any Person from any confidentiality, standstill or similar contract to which it is a party, which covers or relates to its business, assets or properties or to which it is a beneficiary; (xxi) compromise or settle any insurance claim (including any proceeding with respect to an insurance claim) where such compromise, settlement or agreement involves extra-contractual liabilities or the admission, acknowledgement or stipulation that the Companies or the Subsidiaries acted in bad faith, in each case other than in the ordinary course of business consistent with past practice; (xxii) merge take any action to forfeit, abandon, modify, waive, terminate or consolidate otherwise adversely change any of its material insurance licenses or other material Governmental Permits except as may be required by any applicable Requirements of Law; (xxiii) manage their investment portfolios in a manner materially inconsistent with their investment policies in effect as of the date hereof or into any cause or permit the sale of Sterling’s investment assets other Person or dissolve or liquidatethan in the ordinary course of business consistent with past practice; or (xxiiixxiv) authorizeauthorize any of, or commit or agree, whether in writing or otherwise, to do take any of the foregoingforegoing actions.

Operations Prior to the Closing Date. (a) From During the ------------------------------------ date hereof through Interim Period, except (v) as set forth in Schedule 7.3(a), (w) as expressly contemplated by this Agreement, (x) for any Contagion Event Measures, (y) with the Closing Dateprior written approval of Buyer (which Buyer agrees shall not be unreasonably withheld, Parent conditioned or delayed) or (z) as required to comply with applicable Requirements of Law, Seller (with respect to the Business and the Company) and the Company shall cause the Companies use commercially reasonable efforts to (i) operate and carry on the Business in the ordinary course in accordance with past practice and Ordinary Course of Business in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees maintain and preserve intact its business organization, franchise, Governmental Permits, current operations, personnel, customer and vendor relationships and other business relationships of the Companies Company, and goodwill, and (iii) preserve manage the goodwill and beneficial relationships Working Capital of the suppliers, contractors, licensors, employees, customers, distributors Company (including the timing of the collection of accounts receivable and others having business relations with the Companiespayment of accounts payable) in the Ordinary Course of Business. (b) Notwithstanding In furtherance of, and without limiting the generality of, Section 7.4(a7.3(a), except (v) as set forth in Schedule -------------- -------- 7.47.3(b), except (w) as expressly contemplated by this Agreement or except Agreement, (x) for any Contagion Event Measures, (y) with the express prior written --- approval of Buyer (whichwhich approval, in the case of clauses (i), (ii), (iiiiv), (vi), (ixv), (x), (xi), (xii) and (xviii)xiii) below, Buyer agrees shall not be unreasonably withheld withheld, conditioned or delayed)) or (z) as required to comply with applicable Requirements of Law, Parent shall cause each of during the Companies not toInterim Period, neither Seller (with respect to the Business and the Company) nor the Company shall: (i) make sell, lease or otherwise transfer or dispose of any material change assets or properties of the Company (other than the sale of Inventory in the Ordinary Course of Business or the disposition of obsolete and fully-depreciated assets not used in the Business during the twelve (12) months preceding the date hereof); (ii) terminate or adversely modify or amend in any manner adverse to the Company a Lease Agreement; (iii) make any loan to, advance to, investment in or capital contribution to any Person, including any of its operationsstockholders, except directors, officers or employees or any Affiliate thereof; (iv) increase the rates of wages, salaries, bonuses, or other cash compensation available to any employee of the Company with annual cash or equity-based compensation equal to or greater than $100,000 prior to such changes increase, other than (A) annual, regularly scheduled increases in base compensation and target annual incentives for 2022 in the Ordinary Course of Business, (B) as may be required by the terms of any Plan, Collective Agreement, Employment Agreement or Contract in effect as of the date hereof, which has been made available to comply with any applicable Buyer, or (C) pursuant to Requirements of Law; (iiv) make establish, adopt, amend or terminate any capital expenditure or enter into any contract or commitment thereforPlan, other than except renewals of existing Plans in the ordinary course Ordinary Course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or to comply with Requirements of Law; (xiiivi) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the capital stock or assets of, directly or by any other mannerindirectly, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (vii) issue, deliver, pledge, redeem, reclassify, sell or otherwise dispose of any of the Purchased Stock or other Equity Securities of the Company; (viii) amend the Organizational Documents of the Company; (ix) create or incur any Encumbrance on any Purchased Stock or Equity Securities of the Company or any Encumbrance (other than a Permitted Encumbrance) on any assets or properties of the Company, other than granting any Encumbrance that will be released prior to the Closing; (x) cancel, terminate, or adversely modify any insurance policy covering the Company or its assets and properties without obtaining comparable replacement coverage; (xi) commence, settle, or compromise any Proceeding by or against the Company, other than any settlement or release that contemplates only the payment of money without ongoing limits or restrictions on the conduct or operation of the Business and results in a customary, irrevocable release of the claims giving rise to such Proceeding (and all related claims) in favor of the Company and its Affiliates; (xii) delay or postpone the payment of any accounts payable when due, or accelerate the collection of any accounts receivable when due, in each case, outside the Ordinary Course of Business; (xiii) waive, release, or assign any rights or claims in excess of $25,000 under any Material Contract, in each case, other than extensions granted by the Company for the payment of accounts receivable due and owing to the Company in the Ordinary Course of Business; (xiv) make any bonus or profit sharing distribution or similar payment of any kind or declare or pay any dividends (other than any dividends that would be paid in full out of available cash of the Company prior to the Closing), except as may be required by the terms of a Plan, Collective Agreement, or Contract in effect as of the date hereof and that was made available to Buyer; (xv) remove any auditor or director or terminate any officer or other senior employee of the Company (other than any terminations by the Company for cause); (xvi) establish, adopt, negotiate, enter into or commit to enter into, amend or terminate any Collective Agreement or any other similar agreement with any Union, without having first notified, consulted with and obtained the consent of Buyer; (xvii) fail to pay within the time prescribed by applicable law the proper amount of any Taxes due, including any installments of Taxes, or fail to file within the time prescribed by applicable Requirements of Law (taking into account any extension properly obtained in accordance with applicable Requirements of Law) any Tax Returns that are required to be filed; (xviii) fail to withhold from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and to pay the same to the proper Governmental Body within the time prescribed under any applicable Requirements of Law; (xix) make, change or revoke any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settle or compromise any Liability with respect to Taxes, consent to any extension or waiver of the statutory limitation period applicable to any Taxes or Tax Returns, file any amended Tax Return or change any Tax accounting period; (xx) declare, set aside or pay any non-cash dividend or make any non-cash distribution with respect to the Equity Securities of the Company or redeem, purchase, or otherwise acquire any Equity Securities; (xxi) other than after providing Buyer written notice no less than two (2) Business Days in advance, make any change to the Company’s accounting methods, principles or practices, other than such changes as required by GAAP or Requirements of Law; (xxii) merge sell, transfer, license, sublicense or consolidate otherwise dispose of any material Owned Intellectual Property, or amend or modify in any material respect any existing Contract or rights with respect to any material Owned Intellectual Property or into other Intellectual Property; (xxiii) terminate or materially reduce the relationship with any of the Company’s top twenty (20) largest customers or vendors of the Company (based on total revenues received from such customers and amounts paid to such vendors) for the 12-month period ended December 31, 2021 (other Person than any such reduction with any such vendor for which the Company has identified and obtained from an alternative vendor or dissolve supplier, on terms substantially similar to or liquidatebetter than those offered by such vendor, for like products and goods); (xxiv) make or incur (or commit to make or incur) any capital expenditure in excess of the budgeted amount for the current fiscal year, unless such expenditure is paid in full by the Company prior to the Closing; or (xxiiixxv) authorizeenter into any agreement, commit commitment, or agree, understanding (whether in writing written or otherwise, unwritten) to do any of the foregoing.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent The Company shall cause the Companies to operate and carry on the Business its business in the ordinary course in accordance with past practice Ordinary Course of Business including, without limitation, the processing of cash receipts and in compliance with disbursements. The Company shall use all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its commercially reasonable efforts consistent with good business practice to (i) maintain preserve its goodwill, prospects, rights, properties, assets and business, and to preserve and protect the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial Company's relationships of the with its suppliers, contractors, licensors, employees, customers, distributors including without limitation, its current and others having business relations prospective relationship with the CompaniesGirl Scouts Councils with whom it has a Contract, relating to the sale of cookies thereto. (b) Notwithstanding Section 7.4(a5.6(a), except as set forth in Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld or delayed), Parent the Company shall cause each of the Companies not tonot, except as allowed on Schedule 5.6: (i) make other than is required pursuant to applicable Laws, take any material change act listed in the Business or its operations, except such changes as may be required to comply with any applicable Requirements subparagraph (a) through (j) of Law;Section 3.8; or (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course Ordinary Course of the Business, which is in excess of $50,000enter into or terminate any Material Contract; (iii) other than not issue any shares of its capital stock or issue any distribution or dividend thereon of property or capital stock; provided, however, notwithstanding anything herein to the contrary, the Company shall be entitled to (i) distribute or forgive the promissory note received from Parent in the ordinary course respect of the BusinessShanghai and Tainjin joint ventures, enter into and (ii) make distributions from available cash on hand from time to time in any contract, agreement, undertaking amount or commitment which would have been required amounts to be set forth in Schedule 5.14(a) Parent on or 5.14(b) if in effect prior to the end of business on the ---------------- ------- date hereof or amend any Business Agreement in any material respectFriday prior to the Closing Date; (iv) enter into or contract for any contract that contains a "change hedging or similar derivative transaction other than in the Ordinary Course of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a defaultBusiness; (v) enter into any contract for engage in the purchase offering of real property special programs whether written or exercise any option to extend a lease listed oral including, without limitation, trade discounts, special payment terms, consignment programs, pricing changes or announced price increases which will be effective in Schedule 5.9the future other than in the Ordinary Course of Business; ------------or (vi) sell, lease (as lessor), transfer enter into or otherwise dispose issue letter of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of credit guarantees in the ordinary course of the Business consistent connection with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, route man loans other than in the ordinary course Ordinary Course of the Business consistent with past practice;Business. (viiic) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any As of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take net intercompany receivables, payables, loans and any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have other corporate charges then existing between the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, Parent and any affiliate (excluding the Company's Subsidiaries) shall be settled or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; forgiven (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable implementing whichever action is most tax advantageous to the Companies than existing contracts with Company) and any intercompany agreement between such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoingparties shall be terminated.

Operations Prior to the Closing Date. (a) From During the ------------------------------------ period between the date hereof through until the earlier of the Closing DateDate and the date this Agreement is validly terminated pursuant to Article VII, Parent the Sellers’ Representative shall use reasonable best efforts to cause the Companies Company to operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement, except (i) as provided in accordance with past practice and in compliance with all this Agreement, (ii) to the extent required by any applicable Requirements of Law, including Environmental Lawsor (iii) as consented to in writing by Parent. Consistent with the foregoing, Parent during the period between the date hereof until the earlier of the Closing Date and the date this Agreement is validly terminated pursuant to Article VII, the Sellers’ Representative shall cause each of the Companies Company to use its reasonable best efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customersclients, distributors customers and others having business relations with the CompaniesCompany, (ii) maintain its books and records in the usual, regular and ordinary manner, and (iii) preserve the operations of the Business. (b) Notwithstanding Section 7.4(a), except Except as required by Law or as set forth in on Schedule -------------- -------- 7.45.07(b), except or as otherwise contemplated by this Agreement Agreement, or except with the express written --- approval of Buyer Parent (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer which Parent agrees shall not be unreasonably withheld withheld, conditioned or delayed), Parent between the date hereof and the earlier of the Closing Date and the date this Agreement is validly terminated pursuant to Article VII, the Sellers shall not, and shall cause each their Affiliates not to do any of the Companies not tofollowing: (i) make sell, transfer, convey or encumber any material change asset of the Company, other than the sale or transfer of assets in the Business or its operations, except ordinary course of business and consistent with past practice and existing encumbrances on such changes as may be required to comply with any applicable Requirements of Lawassets; (ii) make authorize or effect any capital expenditure amendment to or enter into any contract change the formation or commitment therefor, other than in the ordinary course governing documents of the Business, which is in excess of $50,000Company; (iii) other than in (A) issue, authorize the ordinary course of the Businessissuance of, enter into any contract, agreement, undertaking sell or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, deliver or agree to createcommit to issue, incur sell or assumedeliver any equity interests of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or acquire any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates equity interests in the ordinary course Company, (B) grant any options, warrants, calls or other rights to purchase or obtain any equity interests of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) makeCompany, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xviiC) split, combine combine, reclassify, cancel, redeem, or reclassify repurchase any shares equity interests of its capital stock or partnership or membership interests the Company, or declare, set aside or pay any dividends or make any other distributions in excess of fifteen million dollars (whether $15,000,000) in cashthe aggregate, stock or other property) in respect of such shares or its equity interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviiiiv) except as required by lawadopt a plan of complete or partial liquidation, and except in cases where doing so would not have or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization of the Company; (v) make or change any material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing DateTax election, file any amended Tax Return in a manner inconsistent with past practice or take any positionReturn, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle PeriodTax claim or assessment, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the portion of such Straddle Period beginning after limitation period applicable to any Tax claim, in each case relating to the Closing DateCompany; (xxvi) incur or assume any indebtedness except for borrowings under any revolving credit facility as of the date of this Agreement; (vii) merge or consolidate with any other Person or acquire (whether by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses; (viii) effect any change in any of its methods of accounting, except as may be required by applicable Law; (ix) incur any capital expenditures or any Liabilities in respect thereof over two hundred fifty thousand ($250,000) in the aggregate; (x) enter into any agreement or arrangement that limits or otherwise restricts the Company or any of their respective Affiliates or any successor thereto from engaging or competing in any line of business, in any location or with any Person; (xi) amend, modify or terminate any Material Contract or enter or commit to enter into any Contract that would be a Material Contract if entered into prior to the execution of this Agreement; (xii) cancel, compromise, waive or settle, or offer or propose to cancel, compromise, waive or settle, (A) any material Legal Proceeding against the Company, (B) any stockholder litigation or dispute against the Company or any of either of its officers or directors, or (C) any Legal Proceeding that relates to the transactions contemplated hereby; (xiii) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, or establish, adopt, enter into or amend any aviation, manufacturing or transportation customer contractPlan, other than new contracts as may be required by any Governmental Authority or to comply with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customersany applicable Laws; (xxixiv) enter into hire any joint venture, partnership employee or similar arrangement or acquire or agree to acquire by merging or consolidating withterminate any of the employees (other than termination for cause), or by purchasing a substantial portion engage the services of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association independent contractor or other business organization or division thereofindividual; (xxiixv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring or recapitalization of the Company or merge or consolidate with or into any other Person Person; (xvi) (A) waive or dissolve abandon or liquidateotherwise dispose of any material Intellectual Property of the Company or (B) sell, transfer, lease, license, convey or otherwise dispose of any material assets of the Company; or (xxiiixvii) authorize, agree or commit or agree, whether in writing or otherwise, to do any of the foregoing. (c) Notwithstanding the foregoing provisions of this Section 5.07, in the event that Parent elects to terminate the Company’s 401(k) Plan (the “Savings Plan”), Parent shall provide written notice to such effect to the Company no later than five (5) business days prior to the Closing Date, and the Company agrees to adopt resolutions to terminate the Savings Plan effective prior to the Closing.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing DateEach Seller shall use its commercially reasonable efforts to, Parent shall and to cause the Acquired Companies to to, operate and carry on the Business in the ordinary course in accordance consistent with past practice and in compliance with all applicable Requirements of Law, including Environmental Lawspractice. Consistent with the foregoing, Parent each Seller shall use its commercially reasonable efforts to, and shall cause each of the Acquired Companies to use its their commercially reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intactto, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors of the Acquired Companies and others having business relations with the Acquired Companies. (b) Notwithstanding Without limiting the generality of Section 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld withheld, conditioned or delayed), Parent Sellers shall cause each the Acquired Companies, other than in the ordinary course of the Companies business, not to: (i) make any material change in the Business or its operationslines of business of the Business, except such changes as may be required to comply with any applicable Requirements of Law; (ii) purchase or otherwise acquire any assets, acquire or license any rights to new products, or make any capital expenditure or enter into any contract or commitment thereforexpenditures, in each case that are material to the Business (other than (A) capital expenditures required by any Governmental Body, (B) such capital expenditures not covered by the preceding clause (A) that do not exceed $100,000, and (C) purchases of inventory in the ordinary course of the Business, which is in excess of $50,000business); (iii) sell, assign, lease or otherwise transfer, abandon or dispose of any assets, securities, properties or interests of either of the Acquired Companies that are material, either individually or in the aggregate, to the Business (other than the disposition of inventory or obsolete and fully depreciated assets not used in the ordinary course of Business during the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(atwelve (12) or 5.14(b) if in effect on months preceding the ---------------- ------- date hereof or amend any Business Agreement in any material respecthereof); (iv) enter into fail to keep current or renew any contract that contains material Governmental Permits in a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a defaultmanner consistent with past practice; (v) make any change in the key personnel of the Business (at or above the vice president level), including the hiring of personnel at or above the vice president level or the termination of any personnel at or above the vice president level out of the Business (other than for cause), or materially increase the number of individuals employed by the Business; (vi) enter into any contract for the purchase of real property into, terminate, modify, amend or exercise any option to extend a lease listed in Schedule 5.9; ------------Material Contract or Lease Agreement; (vivii) sellcreate, lease (as lessor)incur, transfer assume or otherwise dispose of (including any transfers become liable, or agree to create, incur, assume or otherwise become liable, with respect to any of its Affiliates)Indebtedness, or mortgage or pledge, or impose or suffer to be imposed grant any Encumbrance on, any with respect to the assets of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course either of the Business consistent with past practice and Acquired Companies, in each case other than Permitted Encumbrances; (viiviii) cancel make any debts owed loan to any third party; (ix) transfer any assets to any Seller or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, of its Affiliates (other than the Acquired Companies), excluding the payment of compensation to Sellers that are employed by the Company in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practicebusiness; (x) delay materially increase the compensation, base salary, wages, bonus opportunity or accelerate payment other benefits available to any current or former employee of the Acquired Companies (with an annual salary above $100,000), other than as required by the terms of any account payable Plan or other liability beyond Contract or in advance pursuant to Requirements of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practiceLaw; (xi) make, voluntarily recognize or agree promise neutrality to make, any distribution of assets (other than cash) to Parent or any of its Affiliatesa labor organization; (xii) institute establish, adopt, amend or terminate any increase in any benefit providedPlan, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or except as required by any Company Plan, Parent Plan or advisable to comply with Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the capital stock or assets of, directly or by any other mannerindirectly, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxiixiv) merge grant or consolidate with accept any request from any of the ten (10) largest customers for fiscal year ended February 28, 2015 for revenue for trade, cash and quantity discounts, prompt pay discounts, price reduction programs or retroactive price adjustments; (xv) initiate, compose or settle any litigation or Proceeding affecting the Business or any Acquired Company, in each case, involving an amount individually in excess of $25,000; (xvi) make any change in the accounting methods or policies of the Acquired Companies, unless such change is required by GAAP; (xvii) make or change any Tax election, adopt or change any Tax accounting method, enter into any other Person closing agreement or dissolve Tax ruling, settle or liquidate; orcompromise any Tax claim or assessment, consent to the extension or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to claim a refund of Taxes, or file any amended Tax Return or make any Tax voluntary disclosure, in each case, unless specifically listed on Schedule 7.4(b)(xvii); (xxiiixviii) authorizeissue, commit deliver or agreesell any securities of either of the Acquired Companies, whether in writing other than the issuance of any securities to any of the other Acquired Companies; (xix) amend the Organizational Documents of the Acquired Companies; or otherwise, (xx) agree to do any of the foregoing.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, The Parent shall cause the Companies each Selling Subsidiary to (i) use reasonable efforts to operate and carry on the Business in the ordinary course in accordance with past practice Ordinary Course of Business and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to (ii) use its reasonable efforts efforts, consistent with good business practice practice, to (i) maintain preserve intact the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies Business and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors customers and others having business relations with it with respect to the CompaniesBusiness. (b) Notwithstanding Section 7.4(aSECTION 8.6(A), except as set forth in Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement or except with the express written --- approval of Buyer the Purchaser (which, in which the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer Purchaser agrees shall not be unreasonably withheld or delayed), neither the Parent shall cause each of the Companies not tonor any Selling Subsidiary shall, except as allowed on SCHEDULE 8.6: (i) make other than is required pursuant to a Law, or otherwise if outside of the control of the Parent or any material change Selling Subsidiary, take or allow to occur any action listed in subparagraph (a) through (m) of SECTION 6.16 or that would cause any representation or warranty to be untrue at the Business or its operations, except such changes as may be required to comply with any applicable Requirements of LawClosing; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) a Material Contract if in effect on the ---------------- ------- date hereof or amend or modify any Material Contract other than Contracts with existing vendors (other than for capital items) or customers in the Ordinary Course of Business Agreement or new vendors or customers so long as the amount for any one vendor or customer does not exceed $100,000 in any material respect;the aggregate; or (iviii) enter into establish, introduce, or manufacture any contract product that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default;new or promotional SKU. (vc) enter into The Parent will (A) confer on a regular and frequent basis with representatives of the Purchaser to report operational matters and the general status of ongoing operations as reasonably requested by the Purchaser and (B) not take any contract for action that would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue at the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------Closing. (vid) sell, lease (as lessorIn addition to the requirements of Section 8.6(a), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory Parent and minor amounts of personal property sold or otherwise disposed of the Selling Subsidiaries shall not use extraordinary selling efforts in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income accelerating sales of the Business prior to periods for which Buyer is liable the time reasonably expected, through offering of discounts, shipment of goods prior to anticipated shipping dates or accelerating deductions otherwise. Notwithstanding the foregoing and SECTION 8.6(A), Parent and the Selling Subsidiaries may manage their production of Inventory to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating allow Qualified Inventory not to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after exceed the Closing Date or, with respect to any Straddle PeriodMaximum Qualified Inventory, the portion SKU Quantity Limit and the SKU Life Limitation as of such Straddle Period beginning after the Closing Date;. (xxe) enter into or amend any aviationParent and the Selling Subsidiaries shall use their commercially reasonable efforts to secure the execution by Keebler Company of that certain Supply Agreement with Foil dated as of November 19, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoing2002.

Operations Prior to the Closing Date. During the period from the Effective Date until the Closing, the Seller and the Buyer, as applicable, agree to perform the covenants set forth below. (a) From Except as otherwise agreed to in writing by the ------------------------------------ date hereof through Buyer, the Closing Date, Parent shall cause the Companies to operate and Seller shall: (i) carry on the Business only in the ordinary course in accordance and consistent with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, practices; (ii) keep available and maintain the services of any key employees of the Companies Purchased Assets in good operating condition and repair condition (ordinary wear and tear excepted); (iii) preserve the goodwill and beneficial relationships except as they may terminate in accordance with their respective terms (or by reason of a default committed by one or more of the suppliersother parties thereto), contractorskeep in full force and effect, licensorsand not cause a default of any of its obligations under, employees, customers, distributors any Assumed Contracts and others having business relations keep in full force and effect the insurance coverage in effect on the date hereof (unless a replacement policy with substantially equivalent coverage is obtained); and (iv) duly comply with all laws applicable to the Companiesconduct of the Business. (b) Notwithstanding Section 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except Except with the express prior written --- approval consent of Buyer (whichthe Buyer, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees which consent shall not be unreasonably withheld withheld, and as otherwise required or delayed)permitted by this Agreement, Parent the Seller shall cause each not directly or indirectly, do any of the Companies not tofollowing: (i) make any material change in the Business or general nature of the Business, including but not limited to, making any material changes to its operations, except such changes as may be required to comply with class schedules. The Seller will not offer any applicable Requirements sales outside of Lawthe ordinary discounts currently offered; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer transfer, surrender, abandon, or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, Purchased Assets other than in the ordinary course of the Business business consistent with past practicepractices; (viiiiii) create, incur grant or assume, make any mortgage or agree pledge or subject any of the Purchased Assets to create, incur or assume, any Indebtedness for Borrowed Money Lien (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13Permitted Encumbrances); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xiiv) make, or agree to make, any distribution of the assets (of the Business other than cash) to Parent or any distributions of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any cash generated by the ordinary operations of the Companies, other than Business to the Seller and/or the Seller’s owners in the ordinary course of the Business business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Lawpractice; (xiiiv) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method action that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after have a Material Adverse Effect on the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing DateBusiness; (xxvi) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter Enter into any joint venture, partnership new fulfillment agreement or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion alter the existing fulfillment agreement with [***] and [***] without the express written approval of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidateBuyer; or (xxiiivii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoing.

Operations Prior to the Closing Date. (a) From Prior to the ------------------------------------ date hereof through the Closing DateClosing, Parent Seller shall cause the Companies Company Group and Asset Contributors to operate and carry on the Business only in the ordinary course in accordance with past practice Ordinary Course of Business except as (i) and in compliance with all applicable to the extent Requirements of LawLaw require the Business to be operated and carried on in a manner that is not ordinary course, (ii) expressly contemplated by this Agreement (including Environmental Lawsthe Asset Contributions contemplated by Article II and the Reorganization contemplated in Section 7.4) or (iii) consented to by Buyer in writing (which consent shall not be unreasonably withheld, delayed or conditioned). Consistent with the foregoingforegoing (subject to the exceptions described in the preceding sentence and Section 7.2(b)), Parent Seller shall cause each of the Companies Company Group and the Asset Contributors (solely with respect to the Contributed Assets) to use its commercially reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors Governmental Bodies and others having business relations with the Companiesthem. (b) Notwithstanding Prior to the Closing, without limiting the generality of Section 7.4(a7.2(a), except as expressly contemplated by this Agreement, except as set forth in Schedule -------------- -------- 7.4, except as contemplated by this Agreement 7.2(b) or except with the express written --- approval consent of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees which consent shall not be unreasonably withheld withheld, conditioned or delayed)) or except as required by Requirements of Law or by any existing Company Agreement, Parent Seller shall cause each of the Companies not toCompany Group and the Asset Contributors (solely with respect to the Contributed Assets and the Assumed Liabilities) to not: (i) (A) enter into any Contract for the purchase or lease of real property or (B) exercise any option to extend a lease other than an extension of a lease listed in Schedule 5.9 within the parameters set forth in said schedule; (ii) create, incur, assume or guarantee, or agree to create, incur, assume or guarantee, any indebtedness for borrowed money (other than (x) money borrowed from or advanced from Seller or any of its Affiliates that is repaid prior to Closing, (y) performance bonds entered into in the Ordinary Course of Business and (z) any indebtedness for borrowed money that will be released at the Closing); (iii) institute any changes which in the aggregate impose a material increase in the obligations of the Companies or the Company Subsidiary under any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to the Business Employees, except as consistent with past practices or which are required to comply with applicable Requirements of Law; (iv) (A) make any change to any compensatory or benefit plan, program, agreement or arrangement with respect to the Business Employees’ participation, benefits or compensation thereunder, (B) establish, adopt or become a party to any new compensation or benefit plan, program, agreement or arrangement with respect to the Business Employees or (C) otherwise change the compensation or benefits provided to any Business Employees, other than, in each case, changes made in accordance with normal compensation practices and consistent with past compensation practices; (i) other than in the Ordinary Course of Business, hire any individual with annual base salary or wages in excess of $150,000 who would be a Business Employee if such individual had been employed as of the date of this Agreement or (ii) hire any individual in the United States on a basis other than “at will” who would be a Business Employee if such individual had been employed as of the date of this Agreement; (vi) other than in the Ordinary Course of Business and solely with respect to the Business, enter into any collective bargaining agreements; (vii) terminate the employment of any Business Employee that is a vice president or more senior officer other than for cause or other misconduct, consistent with the employment policies applicable to such Business Employee or modify or release the terms of any employment agreement or non-competition with any such Business Employee; (viii) make any material change in the Business or its operationsaccounting policies applied in the preparation of the Interim Balance Sheet, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13)GAAP; (ix) accelerate sell, lease to others or delay collection otherwise dispose of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected its assets (except for sales in the ordinary course Ordinary Course of Business) that has a value in excess of $250,000 individually or $1,000,000 in the Business consistent with past practiceaggregate; (x) change or amend any of the organizational documents of any Company Group Member; (xi) issue, transfer or sell any of its membership interests or other securities, acquire directly or indirectly, by redemption or otherwise, any such membership interests or securities, reclassify or split-up any such membership interests or securities or grant or enter into any options, warrants, calls or commitments of any kind with respect thereto; (xii) acquire any capital stock or other equity securities of any Person or acquire any equity or ownership interest in any business; (xiii) authorize or commit to make any capital expenditures in excess of $1,000,000 individually or $5,000,000 in the aggregate, except as contemplated in the capital expenditure estimate previously provided to Buyer; (xiv) mortgage, pledge or agree to subject to any Encumbrance (other than a Permitted Encumbrance), any of its assets unless such Encumbrance will be removed at or prior to Closing or unless such Encumbrance is given in connection with the leasing (and not financing) of assets to any Company Group Member in the Ordinary Course of Business; (xv) waive any rights of material value or settle any Proceeding (including any Consumer Investigation) against any Company Group Member or adversely affecting the Business, whether by agreement or otherwise, other than any settlement that satisfies all of the following conditions: (x) such settlement involves only aggregate cash payments from a Company Group Member less than $100,000 with respect to any such Proceeding or group of related Proceedings, (y) such settlement would not reasonably be expected to otherwise have an adverse impact on any Company Group Member or the Business and (z) no Company Group Member will have any obligation or liability to be performed by such Company Group Member under such settlement agreement after the Closing Date other than, in the case of the MOU, the obligations described in Schedule 5.14(e); (xvi) relinquish or fail to renew any permit that is necessary to operate the Business or for the ownership and use of the Contributed Assets and the Assumed Liabilities; (xvii) dissolve, liquidate or take any action to dissolve or liquidate itself; (xviii) delay or accelerate payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course Ordinary Course of the Business consistent with past practiceBusiness; (xixix) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or except as may otherwise be required by any Company Plan, Parent Plan or under Requirements of Law; (xiii) , make or change any material Tax election, change in the compensation of its employeesan annual Income Tax accounting period, other than changes made in accordance with normal compensation practices of the Companies adopt or pursuant to existing contractual commitments and consistent with past compensation practices, or grant change any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the Tax accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Datemethod, file any material amended Tax Return in a manner inconsistent with past practice or take Return, enter into any positionTax closing agreement, make any electionsettlement of or compromise any material Tax claim or assessment relating to the Contributed Assets or any Company Group Member, surrender any right to claim a refund or adopt consent to any method that is inconsistent with positions takenextension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Contributed Assets or any Company Group Member, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which all cases if doing so would have the effect of deferring income increasing by more than $50,000 in the aggregate the Tax liability of the Company Group Members, and the Tax Liability to periods which the Contributed Assets could be subject, levied or assessed, for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning period ending after the Closing Date; provided, however, for the avoidance of doubt, Seller or any Company Group Member or any Affiliate thereof shall be entitled to settle or otherwise resolve any Tax claim or assessment by the State of Wisconsin relating to sales apportionment factors to the extent such settlement or resolution does not, based on business operations as of the Closing Date, adversely affect Buyer or any of its Affiliates (including any Company Group Member) after the Closing; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts cease to maintain the books and records of the Business in accordance with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers;past practice; and (xxi) enter into any joint venture, partnership contractual obligation or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoingthings referred to in clauses (i) through (xx). Notwithstanding anything to the contrary contained herein, nothing shall prohibit Seller or any Company Group Member from time to time from (i) sweeping cash from the accounts of any Company Group Member, including making any distributions or dividends in furtherance thereof, and retaining such cash for their own account or the account of any of their Affiliates or (ii) paying, pre-paying, reducing or otherwise discharging any indebtedness for borrowed money of any Company Group Member, up until the completion of the Closing. Notwithstanding anything to the contrary contained herein, nothing shall prohibit or limit the transfer of Excluded Assets prior to the Closing or to limit in any manner Seller’s ability to take any actions contemplated by Section 7.4.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through until the Closing Date, Parent each Company shall (and Xxxxxx Xxxxxx shall cause the Companies to each Company to) (i) operate and carry on the Business its business only in the ordinary course in accordance consistent with past practice practices; and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to (ii) use its reasonable best efforts consistent with good business practice to (iA) preserve intact its present business organization, (B) preserve its goodwill, (C) maintain the its relationships with Clients, insurance underwriters and other third parties having business organization of the Companies intactdealings with such Company, (iiD) maintain its assets and properties in good operating condition and repair, ordinary wear and tear excepted, (E) maintain in effect all material Licenses required to carry on its business as currently conducted, and (F) keep available the services of any its key employees of the Companies officers and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies. (b) Notwithstanding Section 7.4(a), except Except as set forth in Schedule -------------- -------- 7.4, except as contemplated expressly permitted by this Agreement or except with the express written --- approval of as approved in writing by Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees which approval shall not be unreasonably withheld withheld, conditioned or delayed), Parent from the date hereof until the Closing Date, none of the Companies shall (and Xxxxxx Xxxxxx shall cause each of the Companies Company not to:): (i) amend its Organizational Documents; (ii) authorize, issue, sell or transfer any capital stock or other equity interests of such Company or any securities convertible into or exercisable or exchangeable for capital stock or other equity interests of such Company; (iii) adjust, split or reclassify any capital stock or other equity interests of such Company; (iv) declare, set aside or pay any dividend or other distribution (whether in cash, stock or other property) in respect of any capital stock or other equity interests of such Company; (v) merge or consolidate with any other Person or acquire any business or assets of any other Person (whether by merger, stock purchase, asset purchase or otherwise); (vi) form any subsidiary; (vii) make any material change in the Business or operation of its operationsbusiness, except such changes as may be required to comply with any applicable Requirements of Law; (iiviii) make any capital expenditure or enter into any contract or commitment thereforexpenditure, other than in the ordinary course of the Business, which is business and in excess of an aggregate amount not to exceed $50,0001,000; (iiiix) other than in the ordinary course of the Businessenter into, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect, or terminate (other than in accordance with its terms) any Contract that would constitute a Material Contract, or waive, release or assign any rights or claims thereunder; (ivx) enter into any contract Contract (A) that contains has a "change term of, or requires the performance of control" provision any obligations over a period, in excess of one year, (B) that would give the other party a right cannot be terminated without penalty on less than three months notice or (C) that cannot be assigned to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a defaultBuyer; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vixi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates)of, or mortgage or pledgemortgage, encumber, pledge or impose or suffer to be imposed any Encumbrance Lien on, any of its assets or properties, rights or assets, other than inventory (A) pursuant to existing Contracts and minor amounts (B) dispositions of personal property sold immaterial assets or otherwise disposed of properties for fair value in the ordinary course of the Business business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliatespractices; (xii) institute create, incur, assume or guarantee any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of LawIndebtedness; (xiii) make any material change in the compensation of its employeesloans, advances or capital contributions to, or investments in, any Person (other than changes made in accordance with normal compensation practices advances of the Companies or pursuant expenses to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business business consistent with past practice practices); (xiv) cancel any debts owed to, or as required by waive any Company Planclaims or rights held by, Parent Plan or Requirement of Lawsuch Company; (xv) commence, settle or compromise any Action by or against such Company, other than settlements entered into in the ordinary course of business consistent with past practices and requiring only the payment of monetary damages in an aggregate amount not to exceed $5,000; (xvi) (A) increase the compensation, bonuses or other benefits payable to, or pay any bonus to, any of its directors, officers, employees or independent contractors, (B) enter into or amend any employment, consulting, severance or change of control agreement with any such person, or (C) enter into, adopt or amend any Employee Benefit Plan, in each case other than as required by applicable Law, any existing Contract or any existing Employee Benefit Plan; (xvii) (A) hire any new employee or make an offer of employment to any person, (B) engage any consultant or independent contractor or (C) promote any current employee; (xviii) make any material change in the accounting methods, principles or policies applied in the preparation of the Interim Financial Statements, unless such except for any change is required by GAAP; (xvi) make any applicable Law or a concurrent change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable)GAAP; (xix) amend fail to file any material Tax Returns Return when due or settle or compromise pay any proceeding relating to material Tax liabilities of any Company, when due (other than Taxes being contested in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Dategood faith); (xx) enter into make or amend change any aviation, manufacturing Tax election or transportation customer contract, other than new contracts with existing customers and amendments consent to existing contracts, in each case, where the terms any waiver or extension of such new contract time to assess or amendment are not materially less favorable to the Companies than existing contracts with such customerscollect any Taxes; (xxi) enter into fail to pay any joint venture, partnership accounts payable when due (other than amounts being contested in good faith) or similar arrangement or acquire or agree fail to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by use commercially reasonable efforts to collect any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereofaccounts receivable when due; (xxii) merge fail to renew or consolidate with or into otherwise keep in full force and effect any other Person or dissolve or liquidatematerial License relating to its business; or (xxiii) authorizeenter into any agreement, commit commitment or agree, understanding (whether in writing written or otherwise, oral) with respect to do any of the foregoing.

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent Tribune shall cause ------------------------------------ the Companies Company to operate and carry on the Business only in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Lawssubstantially as presently operated. Consistent with the foregoing, Parent Tribune shall cause each of the Companies Company and the Subsidiaries to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors customers and others having business relations with the CompaniesCompany and the Subsidiaries. (b) Notwithstanding Section 7.4(a), except as set forth in Schedule expressly contemplated -------------- -------- 7.4, except as contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld or delayed), Parent from and after the Balance Sheet Date, Tribune shall cause each of the Companies not toCompany and the Subsidiaries to not: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements the operations of Lawthe Company and the Subsidiaries; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) 5.17 if in ------------- effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respecthereof; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (viii) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.95.10; ------------------------- (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viiiiv) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for Borrowed Money borrowed money (other than money borrowed from or advances from Tribune or any of its Affiliates in the ordinary course of the Business consistent with past practicebusiness) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ixv) accelerate institute any material increase in any profit-sharing, bonus, incentive, deferred compensation. insurance, pension, retirement, medical, hospital, disability, welfare or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course other employee benefit plan with respect to its employees of the Business consistent with past practiceCompany or any Subsidiary or declare or pay any dividend or redeem any capital stock or repay any intercompany indebtedness; provided, however, that the restrictions set forth in this -------- ------- clause (v) shall not prohibit the Company from (i) distributing to Tribune or an Affiliate of Tribune prior to the Closing Date the proceeds from the sale of the Real Property and (ii) repaying to Tribune or an Affiliate of Tribune prior to the Closing Date intercompany indebtedness owed to Tribune or an Affiliate of Tribune in an amount not to exceed actual cash advances made by Tribune or an Affiliate of Tribune to the Company from and after January 1, 1997; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiiivi) make any material change in the compensation of its employeesemployees of the Company or any Subsidiary, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------or (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xvvii) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoingBalance Sheet.

Operations Prior to the Closing Date. (a) From Until the ------------------------------------ date hereof through Closing, the Closing Date, Parent Company shall cause the Companies to operate and carry on the Business its business only in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Lawssubstantially as presently operated. Consistent with the foregoing, Parent the Company shall cause each of (i) keep and maintain the Companies to Company's assets in good operating condition and repair, (ii) use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with it and (iii) continuously maintain insurance coverage substantially equivalent to that presently maintained by the CompaniesCompany. The Sellers shall use all reasonable efforts, consistent with past practices, to promote the Company's business and to maintain the reputation associated with the Company's business, and shall not take or omit to take any action which causes, or which is likely to cause, any deterioration of the Company's present business or relationships with suppliers or customers. (b) Notwithstanding Section 7.4(aSECTION 5.3(a ), except as set forth in Schedule -------------- -------- 7.4, except as expressly contemplated by this Agreement Agreement, or except with the express written --- approval of the Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees Company shall not be unreasonably withheld or delayed), Parent shall cause each of the Companies not tonot: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into modify any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) on SCHEDULES 4.24, 4.25, 4.26 or 5.14(b) 4.28, if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains which cannot be assigned to the Buyer or a "change of control" provision that would give the other party a right to terminate such contract upon the consummation permitted assignee of the transactions contemplated hereby or Buyer under which the consummation of the transactions contemplated hereby would constitute a defaultSECTION 8.3; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (viii) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any Seller or any of its or their Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance (except Permitted Encumbrances) on, any of its properties, rights or assetsthe Company's Assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business business consistent with past practice and other than Permitted Encumbrancespractices; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ixiii) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business business, consistent with past practicepat practices; (xiv) delay or accelerate payment of any account accoxxx payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business business consistent with past practicepractices; (xiv) make, or agree to make, any distribution of assets (other than cash) to Parent any Seller or any of its or their Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiiivi) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant ; (vii) allow its levels of inventory to vary in any severance or termination pay material respect from the levels customarily maintained; (viii) permit to lapse any of its employees or amend rights to the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence Intangible Property listed on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of LawSCHEDULE 4.19; (xvix) make issue, sell or authorize for issuance or sale any material change in securities or enter into any commitment with respect to the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAPforegoing; (xvix) make any change in its charterredeem, by-laws purchase or other organizational document otherwise acquire, directly or issue any capital stock (or securities exchangeableindirectly, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership any option, warrant or membership interests other right to purchase or declare, set aside acquire any such shares; (xi) declare or pay any dividends dividend or make any other distributions distribution (whether in cash, stock or other property) in with respect of such shares to its capital stock; (xii) create, incur or interestsassume any liability or indebtedness for borrowed money, except in the ordinary course of business consistent with past practices but in no event in an aggregate amount exceeding $20,000; (xiii) make or commit to make any capital expenditures in excess of $20,000 in the aggregate; (xiv) cancel or waive any material debts, claims or rights or write off the value of any inventory or accounts receivable or increase the reserve for cash dividends and distributions payable uncollectible receivables or obsolete, damaged or otherwise unsalable inventory, except as required by a Conveyed Companies Subsidiary generally accepted accounting principles or by law; (xv) make any loans, advances or capital contributions to any Person, except routine advances to employees in the ordinary course of their business in non-material amounts or enter into any termination or severance arrangement with any employee or consultant; (xvi) take any action which could reasonably be expected to have a material adverse affect on the business, assets, operations or prospects of the CompaniesCompany or the Assets of the Company; (xvii) apply any of its assets to the direct or indirect payment, Parent prepayment, discharge, satisfaction or Affiliates reduction of Parentany amount payable, directly or indirectly, to or for the benefit of any Affiliate of any Seller or the Company (except for salary and benefits as currently in effect and except in accordance with existing agreements and arrangements which have been disclosed to the other parties hereto in writing); (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members guaranty any obligation of any Person or enter into or modify any arrangement with respect to taxable years any Affiliate of any Seller or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable)Company; (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoing.; (xx) take any action that could cause the representations and warranties of the Company or the Sellers set forth herein not to be true and correct at and as of the Closing Date as if made at as of each such time; or

Operations Prior to the Closing Date. (a) From Except as required by applicable Requirements of Law or with the ------------------------------------ date hereof through the Closing Dateprior written consent of Buyer, Parent Seller shall use its commercially reasonable efforts to, and shall cause the Acquired Companies to use their commercially reasonable efforts to, operate and carry on the Business in the ordinary course in accordance consistent with past practice and in compliance with all applicable Requirements substantially as operated immediately prior to the date of Lawthis Agreement, including Environmental Laws. Consistent with respect to the foregoing, Parent shall cause each preservation of the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, customers and distributors of the Acquired Companies and others having business relations with the Acquired Companies. (b) Notwithstanding Without limiting the generality of Section 7.4(a6.4(a), except as set forth in Schedule -------------- -------- 7.46.4, except as contemplated by this Agreement Agreement, required by applicable Requirements of Law or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees which shall not be unreasonably withheld withheld, conditioned or delayed), Parent Seller shall cause each of the Acquired Companies not to: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements lines of Lawbusiness of the Business; (ii) purchase or otherwise acquire any assets or make any capital expenditure expenditures, in each case that are material, individually or enter into any contract or commitment thereforin the aggregate, to the Business, other than such acquisitions or capital expenditures that do not exceed $ 750,000; (iii) sell, lease or otherwise transfer or dispose of any assets, properties or interests of any of the Acquired Companies that are material, either individually or in the aggregate, to the Business, other than (A) any such sale, transfer or disposition to an Acquired Company, (B) the sale of inventory in the ordinary course of business and (C) the Business, which is disposition of obsolete or certain other assets not used in excess of $50,000; the Business during the twelve (iii12) other than months preceding the date hereof in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respectbusiness; (iv) enter into create, incur, assume or otherwise become liable, or agree to create, incur, assume or otherwise become liable, with respect to any contract that contains a "change Indebtedness or grant any Encumbrance with respect to the assets of control" provision that would give the other party a right to terminate such contract upon the consummation any of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed Acquired Companies, in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and each case other than Permitted Encumbrances; (viiv) cancel make any debts owed loan to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, third party other than trade payables in the ordinary course of the Business consistent with past practicebusiness; (viiivi) create, incur materially increase the benefits available to any current or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course former employee of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Acquired Companies, other than as required by the terms of any Plan or Contract set forth in the ordinary course of the Business consistent with past practice Schedule 4.15(a) or as required by any Company Plan, Parent Plan pursuant to or advisable to comply with Requirements of Law; (xiiivii) make materially increase the base salary, wages or bonus opportunity of any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices employee of the Companies Acquired Companies, except as required by the terms of any Plan or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained Contract set forth in Schedule 7.4; ------------4.15(a); (xivviii) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent except as advisable to comply with past practice or as required by any Company Plan, Parent Plan or Requirement Requirements of Law; (xvix) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the capital stock or assets of, directly or by any other mannerindirectly, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxiix) merge terminate, materially adversely modify or consolidate with amend any Material Contract, or enter into any Contract that would be a Material Contract if in existence as of the date hereof, other Person than ordinary course renewals of any such Material Contract; (xi) terminate, materially modify, amend or dissolve exercise any option to extend a Lease Agreement, other than ordinary course renewals of any such Lease Agreement; (xii) make any material change in the accounting methods or liquidatepolicies of the Acquired Companies, unless such change is required by GAAP; (xiii) issue, deliver or sell any securities of any of the Acquired Companies or enter into, issue or grant any agreements, arrangements, options, warrants, puts, calls, subscriptions, rights, claims or commitments of any character relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any capital stock or other equity interests or securities of any of the Acquired Companies; (xiv) amend the Organizational Documents of any of the Acquired Companies; (xv) enter into or materially amend any Collective Bargaining Agreement; (xvi) make or change any material Tax election, file any material amendment to a filed income Tax Return, enter into any closing agreement, settle any material Tax claim or assessment relating to any of the Acquired Companies, surrender any rights to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to any of the Acquired Companies, if such action would materially increase the Tax Liability of any of the Acquired Companies for any taxable period ending after the Closing Date; (xvii) effect any dissolution, winding-up, liquidation or termination of any of the Acquired Companies; (xviii) cancel or terminate any insurance policy without obtaining substantially comparable substitute insurance coverage; (xix) effectuate a “plant closing” or “mass layoff” (as those terms are defined under the WARN Act) affecting in whole or in part any site of employment, facility, operating unit or employees; (xx) sell, transfer, license, sublicense or otherwise dispose of any Intellectual Property, or amend or modify any existing agreements or rights with respect to any material Intellectual Property of, or used by, any of the Acquired Companies; or (xxiiixxi) authorize, commit or agree, whether in writing or otherwise, agree to do any of the foregoing.

Operations Prior to the Closing Date. Sellers covenant and agree that, except (v) as expressly contemplated by this Agreement, (w) as disclosed in Schedule 7.2, (x) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), (y) as otherwise required by Legal Requirements or (z) to the extent not inconsistent with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, any orders entered by the Bankruptcy Court in the Bankruptcy Case, or as permitted under the Cash Collateral Orders, after the Execution Date and prior to the Closing Date: (a) From the ------------------------------------ date hereof through the Closing Date, Parent shall cause the Companies to operate and Sellers shall: (i) carry on the Business in the Ordinary Course of Business and use commercially reasonable efforts to maintain, preserve and protect the Acquired Assets in the condition in which they exist on the date hereof, except for ordinary course wear and tear and except for replacements, modifications or maintenance in the Ordinary Course of Business; (ii) maintain their books, accounts and records in the Ordinary Course of Business; (iii) use commercially reasonable efforts to pay all post-petition Trade Payables and collect all Accounts Receivable after the Petition Date (subject to the Budget Covenant (as defined in the Cash Collateral Orders)); (iv) use commercially reasonable efforts to (A) retain the services of its current executive officers (or their successors) who are in good standing and who are necessary to conduct the Business as it is currently being conducted in all material respects and (B) maintain their relationships with and preserve for the Business the goodwill of their key suppliers and customers in all material respects (it being understood that no increases to any payments or compensation, including any incentive, retention or similar compensation, shall be required in respect of either clause (A) or (B) hereof or other expenditures of funds (other than pursuant to the existing terms of any Contracts) or modification of Contract terms); (v) (A) comply in all material respects with all Legal Requirements applicable to them or having jurisdiction over the Business or any Acquired Asset, (B) comply in all material respects with contractual obligations applicable to or binding upon them pursuant to any Material Contracts (other than those obligations the compliance with which is excused during the Bankruptcy Case), and (C) maintain in full force and effect all material Permits and comply with the terms of each such Permit (but only to the extent such Permits are necessary for the Business and the Acquired Assets in the Ordinary Course of Business); (vi) cause any of their current property insurance policies with respect to the Business or any of the other Acquired Assets not to be canceled or terminated or any of the coverage thereunder to lapse unless, simultaneously with such termination, cancellation or lapse, replacement, policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies are in full force and effect, to the extent such coverage is reasonably available; (vii) maintain each Buyer Benefit Plan in accordance with past practice their terms and Legal Requirements; (viii) maintain, preserve and protect in compliance with full force and effect the existence of all applicable Requirements material Intellectual Property owned by Sellers and included in the Acquired Assets, except for abandonment of Law, including Environmental Laws. Consistent with Intellectual Property that is de minimis to the foregoing, Parent shall cause each of the Companies to Business in Sellers’ reasonable business judgment; and (ix) use its commercially reasonable efforts consistent with good business practice not to take or agree to or commit to assist any other Person in taking any action (i) maintain the business organization that would reasonably be expected to result in a failure of any of the Companies intact, conditions to the Closing or (ii) keep available that would reasonably be expected to impair the services ability of any key employees of Sellers or Buyer to consummate the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations Closing in accordance with the Companiesterms hereof or to materially delay such consummation. (b) Notwithstanding Sellers shall not: (i) take any action enumerated in Section 7.4(a5.20(b), except as set forth on Schedule 5.20(b); (ii) assume, reject or assign any Material Contract, other than pursuant to Section 2.5; (iii) enter into or renew any Material Contract (other than automatic renewals of Material Contracts in Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except the Ordinary Course of Business in accordance with the express written --- approval terms thereof as in effect on the Execution Date) without the consent of Buyer Buyer; or (whichiv) other than the Approved Retention Payments, (A) hire any Employees having annual base or guaranteed compensation in excess of $200,000; (B) increase the annual rate of base salary or any target bonus opportunity of any Employee whose annual rate of base salary prior to such increase was in excess of $200,000; (C) pay or award any bonus, benefit, or other direct or indirect incentive compensation (other than any such payments authorized pursuant to any first or second day orders in the Bankruptcy Case); (D) award any equity compensation awards (whether phantom or equity) with respect to the equity of the Company or its Affiliates; (E) modify, amend or terminate any Benefit Plan; (F) enter into any employment, compensation, severance, non-competition, or similar contract (or amended any such contract) to which any Seller is a party; or (G) adopt any new severance pay, termination pay, deferred compensation, bonus, or other employee benefit plan with respect to Employees that would be a Benefit Plan if it existed on the Execution Date (including any employment agreement, severance agreement, change in control agreement, or transaction or retention bonus agreements), except, in the case of each of clauses (iiA) through (G), (iii), (vi), (ix), (xi) and (xviii), Buyer agrees shall not be unreasonably withheld or delayed), Parent shall cause each to the extent permitted by any order of the Companies not to: Bankruptcy Court or as required by applicable Legal Requirements (i) make any material change in including to avoid the Business imposition of Taxes or its operations, except such changes as may be required to comply with any applicable Requirements conform to the requirements of Law; Tax qualification); (ii) make pursuant to the terms of any capital expenditure or enter into any contract or commitment thereforBenefit Plan, other than in the ordinary course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if as in effect on the ---------------- ------- date hereof hereof; or amend any Business Agreement in any material respect; (iviii) enter into any contract that contains a "change of control" provision that would give the other party a right for immaterial changes to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option Benefit Plans available to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money all employees generally (other than money borrowed changes that materially increase the amount, or advances from any of its Affiliates in accelerate the ordinary course timing, of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stockbenefits); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoing.

Operations Prior to the Closing Date. (a) From Between the ------------------------------------ date hereof through and the Closing Date, Parent except as otherwise contemplated by this Agreement (including under Sections 5.2, 5.4, 5.7, 5.8, 6.2, 6.9, 6.11, 6.17 and 6.18) or Requirements of Law, the Seller shall, and shall cause the Companies to, use reasonable best efforts to operate and carry on the Business in all material respects in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental LawsOrdinary Course. Consistent with the foregoing, Parent the Seller shall, and shall cause each of the Companies to, use their reasonable best efforts to use its reasonable efforts consistent with good business practice to (i) maintain in all material respects the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies ordinary and (iii) preserve the goodwill and beneficial customary relationships of the Business with its suppliers, contractors, licensors, landlords, employees, customers, distributors and others having other business relations relationships. Notwithstanding the foregoing, nothing in this Section 5.3 shall prohibit or otherwise restrict in any way the operation of the business of the Seller, except solely with respect to the Companiesconduct of the Business by the Seller. (b) Notwithstanding Without limiting the provisions of Section 7.4(a5.3(a), except as required by Requirements of Law or as set forth in on Schedule -------------- -------- 7.45.3, except or as otherwise contemplated by this Agreement (including under Sections 5.2, 5.4, 5.7, 5.8, 5.11, 6.2, 6.9, 6.11, 6.17 and 6.18), or except with the express written --- approval of the Buyer (which, in which the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees shall not be unreasonably withheld withheld, conditioned or delayed), Parent between the date hereof and the Closing Date, the Seller shall not, and shall cause each the Companies to not, do any of the Companies not tofollowing: (i) make Make any material change capital expenditure in relation to the Business or its operationsin excess of one million dollars ($1,000,000) per calendar quarter, except such changes as may be required to comply in accordance with any applicable Requirements of Lawthe capital expenditures budget and timeline for the Business set forth in Schedule 5.3(b)(i) (the “CapEx Budget”); (ii) make any capital expenditure or enter Enter into any contract or commitment therefor, other than Contract in relation to the ordinary course of Business requiring payments to any third parties after the Business, which is Closing in excess of one million dollars ($50,0001,000,000) per year, except in the Ordinary Course; (iii) other than in the ordinary course of the Business, enter Enter into any contract, agreement, undertaking or commitment which would have been required Contract in relation to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase or lease, sublease, or license (as lessee, sublessee, or licensee) of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------any of the Leases; (viiv) sellSell, lease lease, sublease or license (as lessor, sublessor, or licensor), transfer transfer, abandon or otherwise dispose of any assets of the Companies, or any assets of the Seller that would otherwise constitute Assets, with an aggregate value in excess of five million dollars (including any transfers to any of its Affiliates$5,000,000), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of except in the ordinary course of the Business consistent with past practice and other than Permitted EncumbrancesOrdinary Course; (viiv) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) createCreate, incur or assume, assume or agree to create, incur or assume, assume any Indebtedness for Borrowed Money of the Business, other than (x) money borrowed from or advanced by the Seller or any Affiliate of the Seller (other than the Companies) in the Ordinary Course that will be paid in full prior to the Closing, (y) any Indebtedness which is an Excluded Liability or (z) issuances of letters of credit, surety bonds, guarantees of indebtedness for borrowed money borrowed and security time deposits in the Ordinary Course; (vi) Transfer any key employee whose responsibilities relate primarily to the Business from the Business to any other business of the Seller or advances from any of its Affiliates (other than the Companies); (vii) Institute any material increase in the ordinary course annual level of the compensation of any Business Employees or institute any material amendment or modification of any, or adopt any new, profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, severance, termination, welfare or other employee benefit plan available to Business Employees, other than (x) in the Ordinary Course (including annual budgeted salary increases) and consistent with past practice, (y) or enter into, as lesseerequired by any such existing plan, any capitalized lease obligations employment or collective bargaining Contract, or any Requirement of Law, or (as defined z) in Statement connection with any changes to employee compensation or benefits that apply uniformly to Business Employees and other similarly situated employees of Financial Accounting Standards No. 13the Seller and its Affiliates; (viii) Settle any Actions or legal proceedings relating primarily to the Business, other than any settlement that would not (x) involve the payment of monetary damages in excess of five hundred thousand dollars ($500,000), or (y) impose equitable relief or restrictions on, or require the admission of wrongdoing by, the Companies or the Seller with respect to the Business; (ix) accelerate Amend, modify or delay collection of terminate any notes Business Agreement or accounts receivable in advance of or beyond their regular due dates or the dates when the same enter into any Contract that would have been collected constitute a Business Agreement, other than in the ordinary course of the Business consistent with past practiceOrdinary Course; (x) delay Authorize or accelerate payment effect any amendment to or change the certificate of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charterincorporation, by-laws or other organizational document documents of RDA, any Company or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock)Subsidiary thereof; (xviixi) splitIssue or authorize the issuance of any equity interests of any Company or any Subsidiary thereof, combine or reclassify grant any shares of its capital stock or partnership or membership interests or declareoptions, set aside or pay any dividends or make any other distributions (whether in cashwarrants, stock or other property) in respect rights to purchase or obtain any equity interests of such shares RDA, any Company or interests, except for cash dividends and distributions payable by a Conveyed Companies any Subsidiary to any of the Companies, Parent or Affiliates of Parentthereof; (xviiixii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date Adopt (or, with respect to any Straddle PeriodRDA, approve the portion adoption of) a plan of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice complete or take any position, make any electionpartial liquidation, or adopt any method that is inconsistent with positions taken, elections made authorize or methods used in prior periods in filing Tax Returns undertake (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to RDA, approve the undertaking of) a dissolution, consolidation, restructuring, recapitalization or other reorganization of any Straddle PeriodCompany, the portion of such Straddle Period beginning after the Closing Dateany Subsidiary thereof or RDA; (xxxiii) enter into Make any material changes to accounting principles or amend practices to the extent applicable to the Companies, any aviation, manufacturing Subsidiary thereof or transportation customer contractthe Business, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms as may be required by Requirements of such new contract Law or amendment are not materially less favorable to the Companies than existing contracts with such customersGAAP; (xxixiv) enter into any joint ventureAcquire (by merger, partnership consolidation or similar arrangement acquisition of stock or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or assets) any corporation, limited liability company, partnership, joint venture association partnership or other business organization or division thereofthereof or equity interests therein or any collection of assets or business unit having an aggregate value in excess of one million dollars ($1,000,000), individually or in the aggregate, other than purchases of Inventory in the Ordinary Course or purchases which are not primarily related to the Business; (xxiixv) merge make or consolidate change any Tax election, file any amended Tax Return, settle or compromise any proceeding with respect to any Tax claim or into assessment, surrender any other Person right to claim a refund of Taxes, or dissolve consent to any extension or liquidatewaiver of the limitation period applicable to any Tax claim, in each case relating to the Business, except with respect to any of the foregoing in this clause (xv), such actions that could not reasonably be expected to materially increase the Tax Liability of the Buyer or the Companies for any taxable period (or portion thereof) that begins on or after the Closing Date; or (xxiiixvi) authorizeAgree or commit to take any action described in this Section 5.3(b). For the avoidance of doubt, commit any action expressly restricted pursuant to any clause contained in this Section 5.3(b) shall not otherwise be permitted because such action may fall within an exception or agree, whether threshold amount in writing or otherwise, to do any of the foregoinganother clause contained in this Section 5.3(b).

Operations Prior to the Closing Date. (a) From Prior to the ------------------------------------ date hereof through the Closing DateClosing, Parent Seller shall cause the Acquired Companies to use commercially reasonable efforts to operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement, except as provided in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Lawsthis Agreement. Consistent with the foregoing, Parent Seller shall cause each of the Acquired Companies to use its their commercially reasonable efforts consistent with good business practice to (i) maintain the preserve reasonable commercial relationships in ordinary course of business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of consistent with past practice with the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Acquired Companies. (b) Notwithstanding Section 7.4(a), except Except as set forth in on Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld withheld, conditioned or delayed, it being understood that if Buyer does not respond to any request for consent within two (2) Business Days of the date of such request, Buyer’s consent shall be deemed to have been granted), Parent Seller shall cause each of not permit the Acquired Companies not to: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is Contract therefor in excess of $50,000the amounts set forth in the budget for capital expenditures of the Acquired Companies, set forth on Schedule 7.4(b)(ii); (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract Contract for the purchase of real property or exercise or fail to exercise any option to extend a lease listed in Schedule 5.9; ------------5.10(b) for more than twelve (12) months; (viiv) sell, lease (as lessor), transfer enter into or otherwise dispose of (including modify in any transfers to respect that materially and adversely affects any of its Affiliates)Acquired Company, or mortgage or pledge, or impose or suffer to be imposed any Encumbrance onterminate, any of its properties, rights or assetsContracts that would constitute a Material Contract, other than inventory and minor amounts of personal property sold or otherwise disposed of customer Contracts in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrancesbusiness; (viiv) cancel enter into or modify in any debts owed to or claims held by it or pay, settle or discharge respect any claims/litigation, proceedings, actions or liabilitiesContracts with any Affiliates of the Acquired Companies that would be binding on the Acquired Companies after the Closing, other than in Contracts that are immediately cancelable by the ordinary course of Acquired Companies without liability or need for advance notice to the Business consistent with past practiceother party thereto; (viiivi) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13Affiliates); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xivii) make, or agree to make, any payment or distribution of assets (other than cash) to Parent Seller or any of its AffiliatesAffiliates (other than the Acquired Companies); (xiiviii) institute any material increase in any benefit providedCompany Plan with respect to its employees, other than as required by any such plan or loan Requirements of Law; (ix) except to the extent required by applicable Requirements of Law, grant any material increase in salary or advance any money bonus or property, otherwise materially increase the cash compensation or benefits payable or provided to any present or former director, officer, consultant or employee of the Acquired Companies; (x) sell, assign or transfer any of the tangible assets of the Acquired Companies, other than in the ordinary course of business, and in no event having an aggregate value in excess of $100,000 in any week beginning on the Business consistent with past practice date of this Agreement, except for any such sales, assignments or as required by any Company Plan, Parent Plan or Requirements of Lawtransfers to an Acquired Company; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xvxi) make any material change in the accounting policies applied in the preparation of the Interim Financial StatementsBalance Sheet or its Tax accounting policies, unless such change is required by GAAPGAAP or applicable Requirements of Law; (xvixii) make any change in its charter, by-laws or other organizational document or issue any capital stock additional Membership Interests, partnership or equity interests in the Acquired Companies (or securities exchangeable, convertible or exercisable for partnership or equity interests); (xiii) make any amendment to its certificate of incorporation or by-laws (or equivalent organizational documents) or create any subsidiary; (xiv) declare or pay any dividends or distributions or repurchase or redeem any shares of capital stock)stock or other equity interests; (xv) issue or sell any capital stock or other equity interests or options, warrants, calls, subscriptions or other rights to purchase any capital stock or other equity interests of the Acquired Companies or split, combine or subdivide the capital stock or other equity interests of the Acquired Companies; (xvi) make any loans, advances or capital contributions to or investments in any Person; (xvii) splitmaterially modify its cash management practices (including with respect to maintenance of working capital balances, combine or reclassify any shares collection of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect accounts and notes receivable and payment of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parentaccounts payable; (xviii) except as required by lawsettle any material Proceeding (including any civil, and except in cases where doing so would not have a material adverse consequence criminal, administrative, investigative or appellate proceeding) relating to Buyer Group Members or affecting the Acquired Companies, other than with respect to taxable years or periods beginning after the Closing Date orTaxes, with respect to any Straddle Period, the portion which are addressed in sub clause (xxi) of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liablethis Section 7.4(b); (xix) amend engage in any Tax Returns promotional sales or settle discount or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, other activity with customers that has or would reasonably be expected toto have the effect of materially accelerating to pre-Closing periods sales that would otherwise be expected to occur in post-Closing periods, materially adversely affect any Buyer Group Member other than in the ordinary course of business consistent with past practice (including with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Datefrequency and magnitude); (xx) enter into discontinue any line of business or amend dissolve or wind up any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customersAcquired Company; (xxi) change its fiscal year or make or change any election, file any amended Tax Return, enter into any joint ventureclosing agreement, partnership settle any Tax claim or similar arrangement assessment, surrender any right to claim a refund of Taxes, consent to any extension or acquire or agree waiver of the limitation period applicable to acquire by merging or consolidating withany Tax claim, or by purchasing a substantial portion of the assets of, or by take any other mannersimilar action relating to the filing of any Tax Return or the payment of any material Tax, any business or any corporationif such election, limited liability companyadoption, partnershipchange, joint venture association amendment, agreement, settlement, surrender, consent or other business organization action would have the effect of materially increasing the Tax liability of any Acquired Company for any period ending after the Closing Date or division thereof;materially decreasing any Tax attribute of any Acquired Company existing on the Closing Date; or (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, agree to do take any of the foregoingactions described in sub clauses (i) through (xxi) above. (c) At the Closing, Seller shall deliver to Buyer copies of all minute books and stock and other ownership records of each Acquired Company in its possession after reasonable investigation. Seller shall use commercially reasonable efforts to deliver, at the Closing or promptly thereafter, (i) a resignation letter from each member of the board of directors and each Manager, if any, of each of the Acquired Companies and (ii) a written release of all guarantees and written releases of any Lien (including executed UCC-3 termination statements) executed by the appropriate lenders or agent bank under the Credit Agreement, the Revolving Credit Agreement and the Indenture (each as defined in Schedule 5.3) (collectively, the “SVM Lender Releases”).

Operations Prior to the Closing Date. (a) From Prior to the ------------------------------------ Closing, except as (u) set forth on Schedule 7.4(a) or solely with respect to any Excluded Liabilities, (v) requested by any Governmental Body, (w) required by Requirements of Law, (x) expressly contemplated by this Agreement (including the consummation of the Reorganization), (y) required pursuant to any Contract to which the Business is a party as of the date hereof through or (z) approved with the Closing Dateprior written consent of Buyer (which Buyer agrees shall not be unreasonably withheld, conditioned o delayed), Parent shall (A) cause the Companies Business to operate and carry on the Business its business in all material respects in the ordinary course in accordance with past practice of business and in compliance with all applicable Requirements substantially as operated immediately prior to the date of Lawthis Agreement, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to and (B) use its reasonable best efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the Business, maintain the assets and properties of the Business in good repair, and maintain satisfactory relationships with suppliers, contractors, licensors, employees, customers, distributors the Business Employees and others other Persons having business relations relationships with the CompaniesBusiness. (b) Notwithstanding Section 7.4(a), except as (u) set forth in on Schedule -------------- -------- 7.47.4(b) or solely with respect to any Excluded Liabilities, except as (v) requested by any Governmental Body, (w) required by any Requirements of Law, (x) contemplated by this Agreement (including the consummation of the Reorganization), (y) required pursuant to any Contract to which the Business is a party as of the date hereof, or except (z) approved with the express prior written --- approval consent of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), which Buyer agrees shall not be unreasonably withheld withheld, conditioned or delayed), prior to the Closing, Parent shall cause each of the Group Companies not to: (i) make acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any material change corporation, partnership or other business organization or division for total consideration in the Business or its operations, except such changes as may be required to comply with any applicable Requirements excess of Law;$1,000,000. (ii) make any capital expenditure or enter into any contract or commitment thereforContract providing for capital expenditures, other than in the ordinary course of the Business, which is any such case in excess of $50,000120% (excluding in connection with the acquisition of the new business from DePuy Snythes) of the aggregate amount set forth in the most recent capital budget for the Business provided to Buyer prior to the date hereof; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any payment or distribution of assets of the Business (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice business; (iv) other than changes made (A) pursuant to any existing Employee Benefit Plan, (B) pursuant to this Agreement or (C) as required by any Company Plan, Parent Plan or Requirements of Law; , (xiiii) make increase or grant any material change increase in the compensation or benefits payable to any current or former employee, director or individual service provider of its employeesany of the Group Companies whose annual base compensation is in excess of $100,000, other than changes made annual increases in accordance with normal base pay and target bonus opportunities for 2020 of not more than 3% in the aggregate and increases in compensation practices in the ordinary course of the Companies or pursuant to existing contractual commitments and business consistent with past practices in connection with promotions to fill vacancies, (ii) increase the coverage or benefits available under any severance pay, termination pay, deferred compensation, bonus or any other incentive compensation practicesplan or arrangement for any current or former employee, director or individual service provider of any of the Group Companies, (iii) accelerate the vesting or payment of, or grant otherwise fund or secure the payment of, any severance compensation or termination pay benefits previously granted to any current or former employee, director or individual service provider of its employees any of the Group Companies under any Employee Benefit Plan or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ otherwise, (xiviv) establishenter into, adopt, enter into, amend or terminate any Company PlanEmployee Benefit Plan or establish, adopt or enter into any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company an Employee Benefit Plan if it were in existence on as of the date hereofof this Agreement, other than immaterial or administrative amendments to broad-based Employee Benefit Plans covering similarly situated employees of Parent and its Subsidiaries, or (v) other than in the ordinary course of business, (A) hire or engage any individual to be employed by or provide services to primarily to any of the Group Companies (other than for direct replacement hires or to fill open positions) or (B) terminate the employment or service of any Business consistent with past practice Employee (other than for cause or as required by any Company Planperformance), Parent Plan or Requirement in each of Law(A) and (B), whose annual base compensation is in excess of $200,000; (xvv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvivi) settle any material Proceeding, except to the extent such settlement does not obligate the Business to (A) pay money following the Closing, (B) make any change admission or finding of wrongdoing, or (C) restrict the conduct of the Business following the Closing; (vii) forgive, cancel, compromise, waive or release any debts, claims or rights in its charterexcess of $50,000 (other than, byfor the avoidance of doubt, “write-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable offs” of receivables for capital stockaccounting purposes in the ordinary course of business); (xviiviii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether material loans or advances to, material guarantees for the benefit of, or any material investments in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of ParentPersons; (xviiiix) except enter into, amend or terminate any Business Agreement, other than renewals of any such Contracts on substantially the same terms as required by law, and except in cases where doing so would not have a effect prior to the expiration thereof; (x) make or change any material adverse consequence to Buyer Group Members Tax election inconsistent with respect to taxable years past practice or periods beginning after the Closing Date or, with respect to change any Straddle Period, the portion method of such Straddle Period beginning after the Closing Date, accounting or accounting period for Tax purposes; file any amended Tax Returns or file any Tax Return in a manner inconsistent with past practice practice; sign or take enter into any position, make any election, closing agreement or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member settlement agreement with respect to taxable years any, or periods beginning after compromise any, claim or assessment of, Tax liability; surrender any right to claim a refund, offset or other reduction in liability of or for Taxes; or consent to any extension or waiver of the Closing Date or, limitations period applicable to any claim or assessment with respect to Taxes, except, in each case, in respect of a Consolidated Tax Group to the extent it does not affect any Straddle Period, the portion of such Straddle Period beginning Group Company after the Closing Date; (xxxi) enter other than in respect of the Reorganization, authorize for issuance, issue, deliver, sell, transfer or grant to any Person (other than to Parent or any of its Subsidiaries) (A) any equity or similar interests of any of the Group Companies, (B) any debt equity or other voting securities of any of the Group Companies or (C) any securities convertible into or amend exchangeable for, or any aviationoptions, manufacturing warrants or transportation customer contractrights to acquire, other than new contracts with existing customers and amendments to existing contractsany equity or similar interests, in each case, where voting securities or convertible or exchangeable securities of any of the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customersGroup Companies; (xxixii) adopt a plan of complete or partial liquidation or dissolution, restructuring, recapitalization or reorganization of any Group Company or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; (xiii) acquire or sell any real property, or grant or accept or terminate any real property leases, subleases, licenses or other agreements allowing use of real property; (xiv) agree to enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets oftransactions set forth in the foregoing clauses. (c) Notwithstanding anything contained herein to the contrary, or by Parent shall be entitled to transfer any other manner, any business cash of the Group Companies to Parent or any corporationof its Subsidiaries, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing via dividend or otherwise, at any time and from time to do any of time prior to the foregoingClosing.