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

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the employees, brokers, lenders and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing. (b) In addition, and without limiting Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, in the case of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) 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 or enter 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 involving more than $25,000 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 of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliates. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with Sellers shall maintain the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to Purchased Assets and operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially consistent with past practice except as presently operatedotherwise expressly provided in this Agreement. Consistent with the foregoingforegoing and to the extent permitted or required by the Bankruptcy Proceedings, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and Sellers shall use its reasonable best efforts consistent with good business practice to continue operating the Business as a going concern, and to maintain the business organization of the Company Business intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with the CompanyBusiness. In connection therewith, and except for employees who Buyer notifies Seller will not be hired by Buyer pursuant to Schedule 8.2(a), no Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such or cause to be transferred from the Business any employee to Seller or an Affiliate of Selleragent thereof, (ii) offer such employee employment by Seller for any period on or an Affiliate of Seller after the Closing Date to any such employee or agent regarding whom Buyer makes offers of employment (if any), or (iii) otherwise attempt to persuade any such employee person to terminate his or her relationship with the Company or not to continue employment with the Company after the ClosingBusiness. (b) In additionExcept (x) as otherwise expressly provided in this Agreement, and without limiting Section 7.4(a), except as expressly contemplated by this Agreement or except (y) with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld Buyer, no Seller, Transferred Subsidiary or delayed), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not toany Subsidiary of any Transferred Subsidiary shall: (i) amend its articles make any capital expenditure in excess of incorporation $100,000 in the aggregate with respect to the Business or by-laws (enter into any Contract or similar organizational documents)commitment therefor, except in each case in the ordinary course of Business pursuant to existing Contracts; (ii) issue, grant, sell enter into any Contract for or encumber any shares relating to the Business that cannot be assigned to Buyer or a permitted assignee of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the CompanyBuyer under Section 11.6; (iii) make enter into any change Contract for the purchase of real property to be used, or held for use in, or otherwise relating to the Business, other than real property that is an Excluded Asset or enter into any Contract that is for a term longer than six months that cannot be terminated by Buyer without penalty or that is in the Business or the operations nature of the Company outside the ordinary course of businessa "requirements" Contract; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided thatpurchase, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers transfer from the Company Business to Seller or any Affiliates of its AffiliatesSellers), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance onor Interest on (other than Permitted Encumbrances and Assumed Liabilities), any of (A) the Equity Interests or (B) the assets or properties of the CompanyPurchased Assets, other than, in than the case sale of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than Inventory for fair value in the ordinary course of the Business consistent with past practice; (viiiv) create, incur cancel or assume, settle any material debts owed to or agree to create, incur material claims held by the Business (including the settlement of any claims or assume, any Indebtedness or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13), litigation) other than the compromise of customer accounts receivable in the ordinary course of businessBusiness consistent with past practice or agree to, settle or pay any material claim against any Seller or any Transferred Subsidiary; (ixvi) enter into, or agree to enter into, any sale-leaseback transactions; (vii) 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 involving more than $25,000 when the same would have been collected dates, except in the ordinary course of the Business consistent with past practicepractice or collect or agree to collect any such receivable for less than the amount billed therefor; (xviii) delay or accelerate payment of any account payable or other liability of the Company Business beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid except in the ordinary course of the Business consistent with past practicepractice and except for any such acceleration resulting from the Filings of which Buyer is given notice by Sellers; (xiix) except as expressly contemplated by Section 7.9, makeallow the levels of Inventory with respect to the Business to decline below the level necessary for the continued operation of the Business or the level customary for the Business in the ordinary course consistent with past practice, or agree fail to makemaintain the Purchased Assets in good condition, any distribution or other disposition of assets (other than cash reasonable wear and cash equivalents) to Seller or any of its Affiliatestear excepted; (xiix) institute any material new, or any increase (including any increase in coverage) in any existing, profit-sharing, bonus, incentive, deferred compensation, severance insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to directors, officers or employees of any Seller, Transferred Subsidiary or Subsidiary of any Transferred Subsidiary, except, solely with respect to increases, in the Companyordinary course of the Business consistent with prior practice (including, 401(k) plan increased contributions authorized by EGTRRA); (xi) except for payments related employees who Buyer notifies Seller will not be offered employment by Buyer pursuant to stay bonusSchedule 8.2(a), transaction completion bonusmake any change in compensation (including salary, severance payments bonus or incentive compensation) of the directors, officers, employees of, or independent contractors or consultants to, any Seller, Transferred Subsidiary or Subsidiary of any Transferred Subsidiary, other similar payments than immaterial changes made on or consistent with prior compensation practices, provided that Sellers shall notify Buyer in writing prior to the Closing Date any such changes; (xii) enter into any collective bargaining, employment, deferred compensation, severance, consulting, independent contractor, nondisclosure, non-competition or similar agreement (or amend any such agreement) to which any Seller, Transferred Subsidiary or Subsidiary of any Transferred Subsidiary is a party or involving any of their directors, officers or employees in his or her capacity as a result director, officer or employee of this Agreement any Seller, Transferred Subsidiary or the transactions contemplated herebySubsidiary of any Transferred Subsidiary; (xiii) make or rescind any material increase election in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect relation to Taxes; (xiv) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock, membership interests or other equity interests of any of the Sellers, Transferred Subsidiaries or Subsidiaries of the Transferred Subsidiaries, or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock, membership interests or other securities of, or other ownership interests in, any of the Sellers, Transferred Subsidiaries or Subsidiaries of the Transferred Subsidiaries; (xv) make transfer, issue, sell or dispose of any change in the accounting policies applied in the preparation shares of capital stock or other securities of the financial statements contained in Schedule 5.4Transferred Subsidiaries or Subsidiaries of the Transferred Subsidiaries, unless such change is required by GAAPor grant or exercise options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Sellers; (xvi) originateenter into or amend any agreement or incur any commitment that involves or may involve total annual expenditure or revenues individually or in the aggregate in excess of $100,000; (xvii) except pursuant to the Loan Agreements, acquireincur any indebtedness for borrowed money (including any intra-group borrowings), holdenter into any material guarantee, sellindemnity or other agreement to secure any obligation of a third party or create any Encumbrance (other than a Permitted Encumbrance) for the benefit of a third party over any of the Purchased Assets, transfer, securitize or hedge loans secured except as required by real estate; provided that, Requirements of Law and except in the ordinary course of business the Business consistent with past practice; (xviii) make any payment, or otherwise remit any monies, to any Seller or its Affiliates for any purpose whatsoever; (xix) incur any material Liability except in the ordinary course of the Business consistent with past practice; (xx) change any accounting policy or practice except in the ordinary course of the Business; (xxi) amend the certificate of incorporation or by-laws or comparable organization documents of the Sellers, Transferred Subsidiaries or Subsidiaries of the Transferred Subsidiaries in any material respect; (i) modify or terminate any Seller Agreements (other than in the ordinary course of the Business), or (ii) enter into or modify any contract containing material penalties which would be payable as a result of, and upon the consummation of, the Company may originate loans secured transaction contemplated by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Companythis Agreement; or (xviixxiii) make enter into any material change in internal control over financial reporting, other than agreement or commitment to take any change required action prohibited by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesthis Section 7.5. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. Between the date hereof and the Closing Date, but except as expressly contemplated herein, the Company shall, and shall cause the Company Subsidiary (a) Except as set forth unless Buyer shall otherwise consent in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, writing (which Buyer agrees consent shall not be unreasonably withheld withheld, delayed or delayedconditioned)), Seller shall to use its commercially reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the employees, brokers, lenders and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, : (i) transfer such employee conduct its operations according to Seller or an Affiliate its ordinary and usual course of Sellerbusiness consistent with past practice, including, without limitation, to maintain in full force and effect and to pay all premiums due under all life insurance policies under which the Company is a beneficiary and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or seek to preserve intact its current business organization, (iii) otherwise attempt keep available the services of its current officers and employees and (iv) preserve its relationships with those customers, suppliers and others having material business dealings with it to persuade the end that goodwill and ongoing businesses shall not be impaired in any such employee to terminate his or her relationship with material respect on the Company or not to continue employment with Closing Date. Without limiting the Company after generality of the Closing. (b) In addition, and without limiting Section 7.4(a)foregoing, except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity Interestsdisclosed on Schedule 6.2, the Company or the Business, and Seller cause the Company not toSubsidiary shall refrain from: (ia) amend its amending the certificates or articles of incorporation or by-laws (or similar organizational other comparable corporate charter documents)) or taking any action with respect to any such amendment or any recapitalization, reorganization, liquidation or dissolution of any such corporation; (iib) issueauthorizing, grantissuing, sell selling or encumber any shares of its capital stock or 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 otherwise disposing of any shares of its capital stock (or other securities comparable equity interest) of the Company or make the Company Subsidiary, or modifying or amending any right of any holder of outstanding shares of capital stock (or other changes in the comparable equity capital structure interest) of the Company; (iiic) make except for the December Dividend, declaring, setting aside, paying or receiving any change dividend or other distribution in respect of the Business or the operations capital stock of the Company outside or directly or indirectly redeeming, purchasing, otherwise acquiring or receiving payment in respect of a redemption or other acquisition of, any capital stock of the ordinary course of businessCompany; (ivd) make acquiring or disposing of, or incurring any capital expenditure Encumbrance on, any assets or enter into any contract properties of the Company or commitment therefor in excess of $50,000; provided thatthe Company Subsidiary, other than in the ordinary course of business consistent with past practice; (e) (i) entering into, amending, modifying, terminating (partially or completely), granting any waiver under or giving any consent with respect to (A) any Contract that would, if in existence on the date of this Agreement, be a Business Agreement (B) any material Permit held or used by the Company may originate loans secured or the Company Subsidiary or (ii) granting any irrevocable powers of attorney; (f) (i) entering into, amending, or modifying any Benefit Plan or any agreement with any current or former director, officer or employee, except as required by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate Law or (ii) increasing the salary, wages or other compensation of (A) any loans secured by real estate on behalf director, officer or employee of the Company or transfer the Company Subsidiary having a base salary in excess of $75,000 per year or any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation business consultant of the transactions contemplated by this Agreement Company or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests Subsidiary or (B) the assets or properties any other employee of the Company, other than, Company or the Company Subsidiary in the case of this clause an amount greater than five percent (B), Permitted Encumbrances5%) per annum; (viig) cancel paying any debts owed to benefit or claims held by the Company grant or amending any award (including the settlement in respect of any claims stock options or litigation) 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 or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13equity-related award), 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 involving more than $25,000 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 of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice or as expressly required under any Benefit Plan existing on the date hereof and disclosed on Schedule 4.15(a); (h) violating, breaching or defaulting under in any material respect, or taking or failing to take any action that (with or without notice or lapse of time or both) would constitute a material violation or breach of, or default under, any term or provision of any Permit held or used by the Company or the Company Subsidiary or any Contract to which the Company or the Company Subsidiary is a party or by which any of their respective assets or properties is bound; (i) incurring indebtedness, other than Indebtedness incurred in the ordinary course consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate or (ii) voluntarily purchasing, canceling, prepaying or otherwise providing for a complete or partial discharge in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate advance of a scheduled payment date with respect to, or waiving any loans secured by real estate on behalf right of the Company or transfer the Company Subsidiary under, any loans secured by real estate indebtedness of or owing to the Company or the Company Subsidiary; provided, that the Company and the Company Subsidiary may deal with their respective accounts receivable in the ordinary course of business and in accordance with past practice; (j) engaging with any Person in any merger or other business combination; (k) making capital expenditures or commitments for additions to property, plant or equipment constituting capital assets in an aggregate amount exceeding $100,000; (l) making any change in the lines of business in which the Company or the Company Subsidiary participate or are engaged; (m) writing off or writing down any of the Company’s or the Company Subsidiary’s assets or properties outside the ordinary course of business consistent with past practice; (n) making any change in any accounting or Tax practice, policy or election of the Company or the Company Subsidiary; (o) making any payment to, distributing (or granting any beneficial interest in) any asset of the Company or the Company Subsidiary (other than distribution of the Vintage Firearms or the proceeds thereof as permitted hereunder) to, or incurring any liability or expense on behalf of any Affiliates, officers, directors, or shareholders of the Company or the Company Subsidiary other than those arising in the ordinary course of business from such Persons employment or duties as a director or as expressly provided for in a Business Agreement disclosed on Schedule 4.13(j); or (xviip) make entering into any material change Contract to do or engage in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesthe foregoing. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 otherwise permitted or as contemplated required by the terms hereof, including Section 6.4 to the Company Disclosure Schedule, from the date hereof until the earlier of the Effective Time or the termination of this Agreement or except with Agreement, the written approval of Buyer, which Buyer agrees Company shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use cause each Subsidiary to (i) operate its reasonable efforts to cause the Company to carry on the Business business in all material respects only in the ordinary course consistent with past practice, (ii) use reasonable efforts to preserve intact its present business organization, and substantially as presently operated. Consistent preserve its relationships with the foregoingcurrent suppliers, Seller shall cause the Company distributors, customers and others having currently significant business dealings with it, and (iii) use reasonable efforts to keep and maintain the material assets used in the ordinary course of the businesses of the Company in good operating condition and repair and shall use or its reasonable best efforts Subsidiaries consistent with good business practice to maintain the business organization past practice, reasonable wear and tear and damage by fire or other casualty excepted. (b) Notwithstanding Section 6.4(a), except as contemplated by this Agreement, including Section 6.4 of the Company intact and preserve Disclosure Schedule or as set forth in the goodwill Filed SEC Reports, from the date hereof until the earlier of the employeesEffective Time or the termination of this Agreement, brokers, lenders and others having business relations with the Company. In connection therewith, Seller Company shall not, and shall not permit the Company cause or allow any Subsidiary to, with respect to any employee of without the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing. (b) In addition, and without limiting Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval prior consent of Buyer (which Buyer agrees consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to:): (i) amend its articles of incorporation charter or by-laws (or similar organizational documents)bylaws; (ii) issueissue or agree to issue (by the issuance or granting of options, grantwarrants or rights to purchase Company Common Stock or Preferred Stock or otherwise), transfer, sell or encumber deliver any shares of its capital stock Company Common Stock or other securitiesPreferred Stock, any securities exchangeable for or convertible into Company Common Stock or Preferred Stock, 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 or other securities or make any other changes in the equity capital structure securities of the CompanyCompany or any Subsidiary; (iii) split, combine or reclassify any shares of Company Common Stock or Preferred Stock or declare, set aside or pay any dividends or make any change other distributions (whether in the Business cash, stock or the operations other property) in respect of the Company outside Common Stock or the ordinary course of businessPreferred Stock; (iv) make redeem, purchase or otherwise acquire for any capital expenditure consideration any outstanding shares of Company Common Stock or enter Preferred Stock or securities carrying the right to acquire, or which are convertible into any contract or commitment therefor in excess exchangeable or exercisable therefor, with or without additional consideration, except repurchases by the Company of $50,000; provided that, shares of Company Common Stock from employees of the Company upon termination of such employees' employment as contemplated by the Stockholders' Agreement; (v) except in the ordinary course of business consistent with past practiceor under the Credit Agreement or the Loan Agreement, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate incur any loans secured by real estate on behalf indebtedness for borrowed money or amend, supplement or otherwise modify any of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation terms of the transactions contemplated by this Credit Agreement or (C) modifythe Loan Agreement, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereofother material instrument or agreement evidencing indebtedness for borrowed money; (vi) sell, lease (as lessor), transfer make any acquisition or otherwise dispose disposition of (including any transfers from the Company to Seller stock or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, in the case of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) 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 or enter 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 involving more than $25,000 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 of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, entity not in the ordinary course of business consistent and in excess of $1 million; (vii) make any Capital Expenditure, or series of related Capital Expenditures, not otherwise provided for in the Company's budget or in connection with past practice, the projects referenced in the Company may originate loans secured by 1-to-4 family residential real estate Disclosure Schedule, which Capital Expenditure, or series of related Capital Expenditures, is in an aggregate principal amount not excess of $1 million in the aggregate; (viii) merge or consolidate with any corporation or other entity, other than, with respect to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to wholly owned Subsidiary, with another wholly owned Subsidiary or the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliates. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.;

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyeragreement, which Buyer agrees seller and buyer shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only their respective businesses in the usual, regular and ordinary course and manner, substantially as presently operatedoperated and with a view to the maintenance and preservation of the assets and going concern value existing as of the date hereof. Consistent with the foregoing, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the employees, brokers, lenders and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing. (b) In addition, and without limiting Section 7.4(a), except as expressly contemplated by this Agreement agreement or except with the express prior written approval consent of Buyer the other party, each party (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall notas to seller, with respect to the Equity Interests, the Company or the Dental Business, and Seller cause the Company ) agrees not to: : (i) amend its articles of incorporation change, alter or by-laws (make any employment contracts or similar organizational documents); arrangements with any management personnel; (ii) issuecreate, grantassume, sell or encumber acquire property subject to any shares of its capital stock lien, mortgage or 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 or other securities or make any other changes encumbrance except in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; ; (iviii) make compromise any capital expenditure debt or enter into any contract claim except for adjustments made with respect to contracts for the purchase of supplies and materials or commitment therefor in excess for the sale of $50,000; provided that, products in the ordinary course of business consistent with past practicebusiness, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, in the case of this clause aggregate are not material; (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigationiv) other than in the ordinary course of the Business consistent with past practice; (viii) createbusiness, enter into any transaction, incur any indebtedness or assumeother obligation, or agree to createor, incur or assumewithout the prior written consent of the other party, sell any Indebtedness assets; (v) alter, amend or enter intointo any licensing or other contractual arrangement with respect to intellectual property; (vi) make any material changes in its existing business practices affecting the amount of inventory in the Dental Business, as lesseeincluding but not limited to changes, whether or not material, to historical terms of sales of inventory; or (vii) make any capitalized lease obligations (as defined other material change in Statement the business or operation of Financial Accounting Standards Nothe Dental Business or enter into any material agreement. 13)Buyer agrees not to unreasonably withhold approval of non-cancelable agreements with a term less than one year, other than and normal purchase orders for materials, supplies, etc., shall not require buyer's approval. Seller shall be entitled to continue to distribute and sell inventory in the ordinary course of business; (ix) accelerate or delay collection , subject to the provisions of paragraph 9.5, below, concerning the book value of seller's inventory on the closing date. Seller agrees to replace, consistent with past practice, any notes or accounts receivable in advance of or beyond their regular due dates or the dates involving more than $25,000 when the same would have been collected products consigned to its sales personnel that are sold by said sales personnel in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment business. Seller agrees that segregation of any account payable or other liability of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have inventory to seller's ophthalmic business has been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9completed, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior no additional inventory will be transferred to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesseller's ophthalmic business. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with Until the written approval of BuyerClosing, which Buyer agrees the Company shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business its business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall cause the Company to shall (i) keep and maintain the material Company's assets of the Company in good operating condition and repair and shall repair, (ii) use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with it and (iii) continuously maintain insurance coverage substantially equivalent to that presently maintained by the Company. In connection therewithThe Sellers shall use all reasonable efforts, Seller shall notconsistent with past practices, to promote the Company's business and to maintain the reputation associated with the Company's business, and shall not permit the Company totake or omit to take any action which causes, with respect or which is likely to cause, any employee deterioration of the Company, (i) transfer such employee to Seller 's present business or an Affiliate of Seller, (ii) offer such employee employment by Seller relationships with suppliers or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closingcustomers. (b) In addition, and without limiting Section 7.4(aNotwithstanding SECTION 5.3(A), except as expressly contemplated by this Agreement Agreement, or except with the express written approval of the Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller the Company shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure or enter into or modify any contract contract, agreement, undertaking or commitment therefor in excess of $50,000; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement required to be set forth on SCHEDULE 4.28, if in effect on the date hereof, (B) hereof or enter into any Contract contract which would require cannot be assigned to the consent of Buyer or a third party in connection with the consummation permitted assignee of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver Buyer under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereofSECTION 8.3; (viii) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company 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 (A) the Equity Interests or (B) the assets or properties of the Company's Assets, other than, in the case than inventory and minor amounts of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to personal property sold or claims held by the Company (including the settlement otherwise disposed of any claims or litigation) other than in the ordinary course of the Business business consistent with past practicepractices; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness or enter 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; (ixiii) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates involving more than $25,000 when the same would have been collected in the ordinary course of the Business business, consistent with past practicepractices; (xiv) delay or accelerate payment of any account payable or other liability of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business business consistent with past practicepractices; (xiv) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalentsand/or life insurance to the extent permitted by the proviso to this SECTION 5.3) to any Seller or any of its or their Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiiivi) make any material increase change in the compensation of the employees of the Companyits employees, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (Avii) except as required by applicable Requirements allow its levels of Lawinventory to vary in any material respect from the levels customarily maintained; (viii) permit to lapse any of its rights to the Intangible Property listed on SCHEDULE 4.19; (ix) issue, prepare sell or file authorize for issuance or sale any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, securities or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance commitment with respect to Taxesthe foregoing; (xvx) make redeem, purchase or otherwise acquire, directly or indirectly, any change in the accounting policies applied in the preparation shares of the financial statements contained in Schedule 5.4its capital stock or any option, unless warrant or other right to purchase or acquire any such change is required by GAAPshares; (xvixi) originatedeclare or pay any dividend or other distribution (whether in cash, acquirestock or other property) with respect to its capital stock; (xii) create, holdincur or assume any liability or indebtedness for borrowed money, sell, transfer, securitize or hedge loans secured by real estate; provided that, except in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate practices but in no event in an aggregate principal amount exceeding $20,000, except with respect to the Company's plans and commitments for the plant expansion in the amount not to exceed $2,000,000 per month; provided further that Seller shall not originate 1.3 million dollars. (xiii) make or commit to make any loans secured 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 uncollectible receivables or obsolete, damaged or otherwise unsalable inventory, except as required by real estate 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 behalf the business, assets, operations or prospects of the Company or transfer any loans secured by real estate to the Company; orPurchased Assets; (xvii) make apply any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliates.assets to the direct or indirect payment, prepayment, discharge, satisfaction or reduction of any 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); (cxviii) The guaranty any obligation of any Person or enter into or modify any arrangement with any Affiliate of any Seller or the Company; (xix) 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 shall keep all insurance policies or the Sellers set forth on Schedule 5.22herein not to be true and correct at and as of the Closing Date as if made at as of each such time; PROVIDED, HOWEVER, that nothing herein shall prohibit the Company from (i) distributing its earnings (in the form of available cash and/or life insurance policies) or treating any such distributions as salary or bonus payments if and to the extent that such distributions could not reasonably be expected to result in a reduction of the Closing Date Net Worth below $3,446,000 pursuant to SECTION 2.4 hereof, or suitable replacements therefor, in full force and effect through (ii) continuing with the Closing DateCompany plans for the plant expansion.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with Sellers shall maintain the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to Purchased Assets and operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially consistent with past practice in conformance with all Legal Requirements, except as presently operatedotherwise expressly provided in this Agreement. Consistent with the foregoingforegoing and to the extent permitted or required by the Bankruptcy Case, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and Sellers shall use its reasonable best efforts consistent with good business practice to continue operating the Business as a going concern, and to maintain the business organization of the Company Business intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with the CompanyBusiness. In connection therewith, no Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such or cause to be transferred from the Business any employee to Seller or an Affiliate of Selleragent thereof, (ii) offer such employee employment by Seller for any period on or an Affiliate of Seller after the Closing Date to any such employee or agent regarding whom Buyer makes offers of employment (if any), or (iii) otherwise attempt to persuade any such employee person to terminate his or her relationship with the Company Business, except, in the case of (i), (ii) and (iii), as disclosed to Buyer in writing prior to the date hereof or not to continue employment with the Company after the Closingprior written consent of Buyer. (b) In additionExcept as otherwise expressly provided in this Agreement, and without limiting Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed)Buyer, no Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not toshall: (i) amend its articles make any capital expenditure in excess of incorporation $400,000 in the aggregate with respect to the Business or by-laws (enter into any Contract or similar organizational documents)commitment therefor, except in each case in the ordinary course of Business pursuant to existing Contracts or as funded with insurance proceeds following a casualty event; (ii) issue, grant, sell enter into any Contract for or encumber any shares relating to the Business that cannot be assigned to Buyer or a permitted assignee of its capital stock or 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 or other securities or make any other changes in the equity capital structure Buyer under Section 11.4 solely with approval of the CompanyBankruptcy Court; (iii) make acquire, or enter into any change in Contract for the Business or the operations of the Company outside the ordinary course of businesspurchase of, real property (other than as contemplated by clause (v) below); (iv) make any capital expenditure or enter into any contract or commitment therefor in excess lease of $50,000; provided that, real property; (v) other than the sale of Inventory in the ordinary course of business the Business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential sale of certain real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate and related personal property as described on behalf Schedule 7.5(b)(v), sales of the Company obsolete or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereofworn out Equipment or other immaterial individual assets, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers transfer from the Company Business to Seller or any Affiliates of its AffiliatesSellers), or mortgage or pledge, or impose or suffer to be imposed imposed, any Encumbrance on, on (other than Assumed Liabilities or Permitted Encumbrances or liens securing the DIP Credit Agreement) any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, in the case of this clause (B), Permitted EncumbrancesPurchased Assets; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigationvi) other than in the ordinary course of the Business consistent with past practice, purchase any material assets; (vii) cancel or settle any material debts owed to or material claims held by the Business (including the settlement of any claims or litigation) other than the compromise of Accounts Receivable in the ordinary course of Business consistent with past practice or matters related exclusively to Excluded Assets; (viii) createcompromise, incur or assumesettle, or agree consent to create, incur or assumejudgment in, any Indebtedness one or enter intomore Actions or institute any Action if the Action involves or is expected to involve more than $150,000, including concerning any Intellectual Property, except as lessee, any capitalized lease obligations (as defined in Statement it relates exclusively to the collection of Financial Accounting Standards No. 13), other than Accounts Receivable if in the ordinary course of businessthe Business or Excluded Assets; (ix) enter into, or agree to enter into, any sale-leaseback transactions; (x) except in the ordinary course of business consistent with past practices, accelerate or delay collection of any notes or accounts receivable Accounts Receivable generated by the Business in advance of or beyond their regular due dates dates; (xi) except in the ordinary course of the Business consistent with past practice, collect or agree to collect any such receivable for less than the dates involving more than $25,000 when amount billed therefor; (xii) delay or accelerate payment of any account payable or other liability of the same would have been collected Business beyond or in advance of its due date, except in the ordinary course of the Business consistent with past practice; (xxiii) delay or accelerate payment of any account payable or other liability allow the Inventory level to decline below the level necessary for the continued operation of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practiceBusiness; (xixiv) except as expressly contemplated by Section 7.9fail to maintain any material portion of the tangible Purchased Assets in their present condition, make, or agree to make, any distribution or other disposition of assets (other than cash reasonable wear and cash equivalents) to Seller or any of its Affiliatestear excepted; (xiixv) institute any material increase (including any increase in coverage) in any profit-sharing, bonus, incentive, deferred compensation, severance insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to directors, officers or employees of the Company, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAPSeller; (xvi) originateincrease the compensation (including salary, bonus or incentive compensation) of the directors, officers, employees of, or independent contractors or consultants to, any Seller, except for increases that are not material or are otherwise in the ordinary course of business, provided that Sellers may institute a key-employee retention plan, not to exceed $1,000,000 in aggregate value, which shall not constitute a Transferred Employee Plan and the terms and conditions of which shall be approved by the Bankruptcy Court; (xvii) enter into or amend any Collective Bargaining Agreement; (xviii) enter into any employment, deferred compensation, severance, consulting, independent contractor, nondisclosure, non-competition or similar agreement (or amend in any material manner that is adverse to the Business any such agreement) to which any Seller is a party or involving any of its directors, officers or employees in his or her capacity as a director, officer or employee of such Seller, except in the ordinary course of business; (xix) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock, membership interests or other equity interests of any of Sellers, or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock, membership interests or other securities of, or other ownership interests in, any of Sellers; (xx) transfer, issue, sell or dispose of any shares of capital stock or other securities of Sellers, provided that Sellers may transfer or sell any such interest in VVP Auto Glass, Inc. to Vitro, S.A.B. de C.V. or any of its Affiliates; (xxi) grant or acquire, holdfrom any Person, sellor dispose of or permit to lapse any rights to, transferany Intellectual Property, securitize or hedge loans secured by real estate; provided that, except in the ordinary course of business consistent with past practice (but solely to the extent such act would not reasonably be expected to materially adversely impact the Business), or disclose to any Person, other than representatives of Buyer or other Qualified Bidders (subject to written confidentiality obligations adequate to protect the proprietary nature thereof), any Trade Secret; (xxii) grant or exercise options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of Sellers; (xxiii) except for the DIP Credit Agreement and related loan documents, enter into or amend any agreement in any material manner that is adverse to the Business (or incur any commitment) that involves or may involve total annual expenditure or revenues (individually or in the aggregate) in excess of $250,000, except for contracts for the sale of goods or services to customers in the ordinary course of the Business consistent with past practice; (xxiv) except pursuant to the DIP Credit Agreement, incur any indebtedness for borrowed money (including any intra-group borrowings), enter into any material guarantee, indemnity or other agreement to secure any obligation of a third party or create any Encumbrance (other than Permitted Encumbrances) for the benefit of a third party over any of the Purchased Assets, except in the ordinary course of the Business consistent with past practice; (xxv) make any payment, or otherwise remit any monies, to any Affiliates of Seller for any purpose whatsoever, provided the foregoing does not restrict intercompany transfers, payables or receivables among Sellers or reimbursements to Vitro, S.A.B. de C.V. or certain of its subsidiaries with respect to information technology services, in each case made in the ordinary course of the Business consistent with past practice and with the approval of the Bankruptcy Court; (xxvi) incur any material Liability except for the DIP Credit Agreement or otherwise in the ordinary course of the Business consistent with past practice; (xxvii) change any accounting or Tax policy or practice except in the ordinary course of the Business; (xxviii) amend the certificate of incorporation or by-laws or comparable organization documents of any Seller in any material respect; (i) modify in any material manner that is adverse to the Business or terminate (except for scheduled terminations) any Assumed Contract or any Assumed Lease (other than in the ordinary course of the Business), or (ii) enter into or modify any contract containing material penalties which would be payable as a result of, and upon the consummation of, the Company may originate loans secured transaction contemplated by 1-to-4 family residential real estate this Agreement; (xxx) fail to maintain any of Sellers’ material business records in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Companyaccordance with past practice; or (xviixxxi) make enter into any material change in internal control over financial reporting, other than agreement or commitment to take any change required action prohibited by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesthis Section 7.5. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the each Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall cause the each Company to keep and maintain the material assets of the each Company in good operating condition and repair and shall use its their reasonable best efforts consistent with good business practice to maintain the business organization of the each Company intact and to preserve the goodwill of the regulators, customers, suppliers, contractors, licensors, employees, brokers, lenders and others having business relations with the each Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect its Affiliates to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee of or person providing services to any Company to terminate his or her relationship with the that Company or not to continue employment with the Company after the ClosingClosing with such Company or with Buyer. (b) In addition, and without limiting Notwithstanding Section 7.4(a), except as expressly contemplated by this Agreement or except with the express prior written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed)Buyer, Seller shall not, with respect to the Equity Interests, the and shall not permit any Company or the Business, and Seller cause the Company not to: (i) amend its articles of incorporation or by-laws (or similar organizational documents)laws; (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities securities, redeem or otherwise acquire any shares of its capital stock or other securities, or make any other changes in the equity capital structure of the any Company; (iii) make any material change in the Business or the operations of the any Company outside the ordinary course of businessor acquire (including by merger or consolidation) any business or Entity or otherwise acquire any assets (other than inventory) that are material; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided thattherefor, other than capital expenditures or contracts, agreements or understandings for capital expenditures referred to in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate applicable budget contained in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the CompanySchedule 5.24; (v) (A) except as contemplated by Schedule 5.24, enter into any Contract Contract, agreement, undertaking or commitment which would have been a Company Agreement required to be set forth in Schedule 5.16 if in effect on the date hereof, hereof or amend or terminate any Company Agreement; (Bvi) enter into any Contract which would require for the consent purchase or lease of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement real property or any sublease or option to extend a lease listed in Schedule 5.9(B)(1) or amend or prematurely terminate, or waive any material right or remedy under, any Contract that would have been for the purchase or lease of real property or any sublease or option to extend a Company Agreement if it were lease listed in effect on the date hereofSchedule 5.9(B)(1); (vivii) terminate or fail to renew any Contracts for insurance without obtaining comparable replacement coverage; (viii) sell, lease (as lessor), license, transfer or otherwise dispose of (including any transfers from the any Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests Shares or (B) the assets or properties of the any Company, other than, than inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the case ordinary course of this clause (B), Business consistent with past practice and other than Permitted Encumbrances; (viiix) cancel any debts owed to or claims held by the any Company (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practicepractice or as listed in Schedule 7.4(B); (viiix) create, incur or assume, or agree to create, incur or assume, any Indebtedness or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13), other than in the ordinary course of businessIndebtedness; (ixxi) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates involving more than $25,000 when the same would have been collected in the ordinary course of the Business consistent with past practice; (xxii) delay or accelerate payment of any account payable or other liability Liability of the any Company beyond or in advance of its due date or the date involving more than $25,000 when such liability Liability would have been paid in the ordinary course of the Business consistent with past practice; (xixiii) except as expressly contemplated by Section 7.9, make, or agree to make, any payment of cash or distribution or other disposition of assets to, or pay, loan or advance any amount to, Seller or any Affiliates (other than cash and cash equivalents) to Seller realized upon collection of receivables generated in the ordinary course of the Business or any of its Affiliatesas listed on Schedule 5.27(A)); (xiixiv) institute make any material increase change in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan compensation with respect to employees of the Company, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; Business (xiii) make including changes under any material increase in the compensation of the employees of the CompanyEmployee Plan), other than changes to base salary for employees who are not officers made in accordance with normal compensation practices and consistent with past compensation practices; (Axv) except grant or provide any rights to severance or termination pay or other termination benefit, or enter into any employment or severance agreement; (xvi) establish, adopt, enter into, terminate or materially amend any collective bargaining agreement, Employee Plan or arrangement that would be an Employee Plan if in effect as required of the date of this Agreement or take any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Employee Plan; (xvii) communicate with any employee, independent contractor, consultant or agent regarding any compensation or benefits to be provided by applicable Requirements Buyer or any of Law, its Affiliates after the Closing without the prior consent of Buyer; (xviii) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related relating to Taxes, enter into any closing agreement or similar agreement related relating to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xvxix) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP5.3; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xviixx) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliates.; or (cxxi) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through agree to do any of the Closing Dateforegoing.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated approved by this Agreement or except with the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayedpursuant to Section 4.4(b) below, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business business of the Station only in the ordinary course and substantially as presently operatedconsistent with past practices. Consistent with the foregoing, Seller shall cause the Company to keep retain ownership of and maintain the material assets of the Company Purchased Assets in good operating condition and repair (wear and tear in ordinary usage excepted), and shall use its reasonable best efforts consistent with good business practice to retain the Station's libraries of films and other programming, to maintain the business organization of the Company Station intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the ClosingStation. (b) In addition, and without limiting Notwithstanding Section 7.4(a4.4(a), except as expressly contemplated by this Agreement Agreement, except as set forth in Schedule 4.4(b) or except with the express prior written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed)Buyer, Seller shall not, with in respect to of the Equity Interests, the Company or the Business, and Seller cause the Company not toStation: (i) amend its articles make any material change in the operations of incorporation or by-laws (or similar organizational documents)the Station; (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure expenditure, or enter into any contract or commitment therefor therefor, in excess of $10,000 in the aggregate; (iii) enter into any contract, agreement, undertaking or commitment (or any extension or renewal thereof) which would have been required to be set forth in Schedule 2.19 if in effect on the date hereof, other than leases, contracts or other agreements that are entered into by Seller in the ordinary course of business or that do not give rise to a liability in excess of Fifty Thousand Dollars ($50,000; provided that) in the aggregate annually; (iv) amend or consent to the amendment of any contract, agreement, undertaking or commitment listed in Schedule 2.19, the effect of which is to cause the terms of such contract, agreement, undertaking or commitment to be materially less favorable to Seller or Buyer than prior to such amendment or consent to amendment; (v) sell, lease, transfer or otherwise dispose of or mortgage or pledge, or impose any Encumbrance on, any of the Purchased Assets, other than (A) Tangible Personal Property having a value, in the aggregate, of less than Ten Thousand Dollars ($10,000) sold or otherwise disposed of or consumed in the ordinary course of the business consistent with past practice, (B) minor amounts of Tangible Personal Property having a value, in the aggregate, of less than Ten Thousand Dollars ($10,000) which are replaced due to defect or obsolescence with Tangible Personal Property of substantially the same nature or equal or greater quality in the ordinary course of the business consistent with past practice and the provisions of this Section 4.4 and (C) Permitted Encumbrances; (vi) create, incur, guarantee or assume, or agree to create, incur, guarantee or assume, any indebtedness for borrowed money in respect of the Station or enter into any capitalized leases; (vii) make any change in the compensation of the employees of the Station, other than changes made in accordance with existing agreements and normal compensation practices; (viii) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 2.3; (ix) cancel or agree to cancel without fair consideration therefor any debts owed to or claims held by Seller in respect of the Station (including the settlement of any claims or litigation which could have a material adverse effect on the operation or future prospects of the Station); (x) accelerate collection of any notes or accounts receivable generated by the Station to a date prior to the date such collection would have occurred in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, in the case of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) 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 or enter 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 involving more than $25,000 when the same would have been collected in the ordinary course of the Business consistent with past practice; (xxi) delay or accelerate payment of any account payable or other liability of the Company Station beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute any material increase in any profit-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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, Station other than (A) as required by law, and (B) changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided thatare not, in the ordinary course of business consistent with past practiceaggregate, the Company may originate loans secured by 1material in amount or effect, or changes which affect Seller's employees on a company-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Companywide basis; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliates. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth otherwise provided in Schedule 7.4 or as contemplated by this Agreement or except with Section 5.04, between the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate date hereof and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoingClosing, Seller shall cause the Company to operate and carry on its business in all material respects in the Ordinary Course consistent with past practices and as presently operated except as business may be impacted by this Agreement. Between the date hereof and the Closing, Seller shall cause the Company to use commercially reasonable efforts to (i) keep and maintain its assets and properties in substantially the material assets of the Company in good same operating condition and repair (normal wear and shall use tear excepted) as currently maintained, (ii) maintain its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve maintain its relationships with the goodwill of the suppliers, contractors, employees, brokers, lenders customers and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt 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 persuade replace any such employee to terminate his or her relationship policies with the Company or not to continue employment equivalent replacements, and (iv) duly comply with the Company after the Closingall applicable Laws. (b) In addition, and without limiting Notwithstanding anything to the contrary contained in Section 7.4(a5.04(a), except as expressly contemplated by this Agreement or except with the express prior written approval of Buyer (Purchaser, which Buyer agrees approval shall not be unreasonably withheld withheld, conditioned or delayeddelayed (and which approval will act to prevent any action so approved from being deemed a breach of any representation, warranty or covenant of Seller set forth in this Agreement), Seller shall not, with respect to the Equity Interests, the not permit or cause Company or the Business, and Seller cause the Company not to: (i) amend agree to any increase in the compensation payable, or to become payable after the Closing (including any payment based upon the transaction or termination following the transaction), to any of its articles officers, directors or employees or enter into or modify any contract or other agreement requiring any of incorporation them to make a payment to any officer or by-laws director other than as required by applicable Law, applicable Contract (to the extent in effect as of the date hereof) or similar organizational documents)paid in the Ordinary Course of Business; (ii) issue, grant, sell make any amendment or encumber termination of any shares of its capital stock or other securitiesMaterial Contract, or issuecancel, grant, sell modify or encumber waive any security, option, warrant, put, call, subscription debts owed to or other right claims held by it (including the settlement of any kindclaims or litigation), fixed or contingentwaive any substantial right, that directly or indirectly calls for the acquisitionin each case, issuance, sale, pledge or other disposition of any shares of its capital stock or other securities or make any other changes than in the equity capital structure Ordinary Course of the CompanyBusiness; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor)transfer, transfer distribute, lease, abandon or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates)mortgage, or mortgage or pledge, pledge or impose or suffer to be imposed any Encumbrance on, any of its material assets (Aother than Intellectual Property which is addressed in clause (iv) the Equity Interests below), properties or (B) the assets or properties businesses, except for sales of the Company, other than, inventory in the case Ordinary Course of this clause (B), Business and except for Permitted Encumbrances; (viiiv) cancel sell, assign, license or transfer any debts owed to or claims held by Intellectual Property, other than grants of licenses of Intellectual Property on arm’s length terms in the Company Ordinary Course of Business; (including the settlement of any claims or litigationv) extend credit other than in the ordinary course Ordinary Course of Business; (vi) enter into any agreement (other than purchase or sale orders in the Business consistent with past practiceOrdinary Course of Business) that is not cancelable without liability or cost on not more than 90 days notice and involving the annual payment of more than $250,000 to which it is a party or by which it or its assets, properties or businesses are bound or subject, in each case, other than in the Ordinary Course of Business; (vii) adopt a plan of liquidation or resolutions providing for liquidation, dissolution, merger, consolidation or other reorganization; (viii) createamend its articles of incorporation, incur charter, bylaws or assume, or agree to create, incur or assume, any Indebtedness or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13), other than in the ordinary course of businessequivalent documents; (ix) accelerate revalue any portion of its assets, properties or delay collection businesses including, without limitation, any write-down of the value of inventory or other assets or any write-off of notes or accounts receivable in advance of receivable, except as required by GAAP or beyond their regular due dates or the dates involving more than $25,000 when the same would have been collected in the ordinary course Ordinary Course of the Business consistent with past practiceBusiness; (x) delay enter into any contract for capital expenditures in excess of $100,000 individually or accelerate payment of any account payable or other liability of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid 2,000,000 in the ordinary course of the Business consistent with past practiceaggregate; (xi) cancel any existing policies or binders of insurance except as expressly contemplated by Section 7.9, make, in connection with the renewal or agree to make, any distribution replacement of such policies or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliatesbinders; (xii) institute make any material increase in acquisition of all or any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to employees part of the Companycapital stock or business of any other Person, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to than the Closing Date as a result acquisition of this Agreement or assets in the transactions contemplated hereby;Ordinary Course of Business; or (xiii) make any material increase change in the compensation any method of the employees of the Company, accounting or accounting practice or policy other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is those required by GAAP; (xvixiv) originateother than as specifically contemplated by this Agreement, acquireagree or commit to do, holdauthorize or approve any action to do, sell, transfer, securitize or hedge loans secured by real estateany of the foregoing; provided that, notwithstanding the foregoing, nothing set forth in the ordinary course of business consistent with past practice, Section 5.04(a) or (b) shall prohibit or prevent the Company may originate loans secured by 1-to-4 family residential real estate from (i) declaring, setting aside, or paying any cash dividend, (ii) making any distribution of Cash (subject to Section 5.04(c) below), (iii) redeeming or purchasing, or otherwise acquiring, any of its capital stock or other equity interests for Cash (subject to Section 5.04(c) below), (iv) repaying any of its Indebtedness, or (v) engaging in an aggregate principal amount not any transaction referred to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf in Section 5.04 of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled AffiliatesDisclosure Schedule. (c) The Seller shall cause the Company to have as of the Closing an amount of cash on hand not less than $2,000,000. (d) Seller shall keep all insurance policies set forth on Schedule 5.22pay, or suitable replacements thereforcause the Company to pay, prior to, or in full force connection with the Closing, all monies payable under the NMCI Incentive Plan and effect through the Management Incentive Compensation Plan. (e) Seller shall pay or otherwise cause to be extinguished, prior to or in connection with the Closing, the Miscellaneous Receivable. (f) Seller shall cause all Affiliate Transactions to terminate as of the Closing Date, other than the Seller Guarantees and those employment and equity arrangements with officers of the Company listed on Sections 3.13 or 3.18 of the Seller Disclosure Schedule. (g) Seller shall pay or cause to be paid, prior to or in connection with the Closing, into an escrow account the applicable amounts due under the retention agreements listed on item 23 of Section 3.13(a) of the Seller Disclosure Schedule which amounts shall be paid in accordance with the applicable terms of such retention agreements.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with FFMC shall, and shall cause each of the written approval of BuyerSubsidiaries to, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operatedcourse. Consistent with the foregoing, Seller FFMC shall, and shall cause each of the Company to Subsidiaries to, keep and maintain the material assets of the Company Purchased Assets in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the ClosingBusiness. (b) In addition, and without limiting Notwithstanding Section 7.4(a), except as expressly contemplated by this Agreement Agreement, except as set forth in Schedule 7.4(B) or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller Sellers shall not, not with respect to the Equity Interests, Business (and shall cause each of the Company or the Business, and Seller cause the Company Subsidiaries not to:): (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any material change in the Business or the operations its operations, except such changes as may be required to comply with any applicable Requirements of the Company outside the ordinary course of businessLaw; (ivii) make any capital expenditure or enter into any contract or commitment therefor involving the payment by FFMC or any Subsidiary of an amount in excess of $50,000; provided that, in 100,000 (except for the ordinary course purchase of business consistent with past practice, the Company may originate loans secured by 1three Kodak CD-to-4 family residential real estate in an aggregate principal amount not ROM systems previously disclosed to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the CompanyBuyer); (v) (Aiii) enter into any Contract which would have been a Company Agreement if contract for the purchase of real property or for the sale of any Owned Real Property listed in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereofSchedule 5.10; (viiv) sell, lease (as lessor), transfer transfer, assign or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests Purchased Assets, other than inventory sold or (B) otherwise disposed of in the assets or properties ordinary course of the CompanyBusiness, other than, Permitted Encumbrances and personal property no longer useful in the case ordinary course of this clause (B), Permitted Encumbrancesthe Business and not having a fair market value in excess of $100,000 in the aggregate; (viiv) cancel any debts owed to or claims held by the Company it (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practiceBusiness; (viiivi) create, incur or incur, assume, guarantee or endorse or agree to create, incur or incur, assume, guarantee or endorse any Indebtedness indebtedness for borrowed money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business) or enter 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; (ixvii) 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 involving more than $25,000 when the same would have been collected in the ordinary course of the Business consistent with past practiceBusiness; (xviii) delay or accelerate payment of any account payable or other liability of the Company Business beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practiceBusiness; (xiix) except as expressly contemplated by Section 7.9, make, or agree to make, any payment of cash or distribution or other disposition of assets to any of its Affiliates (other than cash and cash equivalents) to Seller or any realized upon collection of its Affiliatesreceivables generated in the ordinary course of the Business); (xiix) institute 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 Companyits current or former employees, except for payments related as may be required to stay bonuscomply with applicable Requirements of Law or contracts in effect on the date hereof; provided, transaction completion bonushowever, severance payments or other similar payments made on or prior to that FFMC and the Closing Date Subsidiaries, as a result the case may be, shall notify Buyer of this Agreement or any such permitted increase not later than the transactions contemplated hereby10th day following the effectuation of such increase; (xiiixi) make any material increase change in the compensation of the its employees of the Companywhose salary and bonus exceeds $50,000, other than changes made in accordance with normal compensation practices and consistent with past compensation practicespractices or pursuant to contracts in effect on the date hereof, provided, however, that FFMC and the Subsidiaries, as the case may be, shall notify Buyer of any such permitted increase not later than the 10th day following the effectuation of such increase; (Axii) except as required by applicable Requirements make or authorize any change in the organizational documents of Law, prepare any Subsidiary; (xiii) merge any Subsidiary with or file into or consolidate any Tax Return inconsistent Subsidiary with past practice or, on any such Tax Return, take other Person or in any position, way reclassify any shares of the capital stock of any Subsidiary; (xiv) make any election, material change in the amount or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect scope of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxesinsurance coverage currently carried; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originatehire any employee whose salary is in excess of $50,000 or enter into a contract with any consultant which requires an annual payment by the Division in excess of $50,000; (xvii) delay or postpone inventory purchases, acquirerepair and maintenance of real or personal properties, hold, sell, transfer, securitize other than delays or hedge loans secured by real estate; provided that, postponements in the ordinary course of business consistent with past practicethat do not adversely impair the services provided to customers; (xviii) enter into any lease or license agreement (or series of related leases or licenses) which FFMC reasonably anticipates will involve the annual payment of more than $125,000; (xix) enter into any contract for the purchase of raw materials, supplies, services or equipment which FFMC reasonably anticipates will involve the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed annual payment of more than $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company250,000; or (xviixx) make agree or commit to do any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesthe foregoing. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees Sellers shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller Sellers shall cause the Company to keep and maintain the material assets of the Company Purchased Assets in good operating condition and repair and shall use its their reasonable best efforts consistent with good business practice to maintain the business organization of the Company Sellers intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the ClosingSellers. (b) In addition, and without limiting Notwithstanding Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed)Buyer, Seller Sellers shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of Sellers with respect to the Company outside the ordinary course of businessBusiness; (ivii) make any capital expenditure with respect to the Business or enter into any contract or commitment therefor in excess of $50,000; provided thattherefor, other than capital expenditures or contracts, agreements or understandings for capital expenditures referred to in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate applicable budget contained in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the CompanySchedule 5.23; (viii) (A) except as contemplated by Schedule 5.23, enter into any Contract contract, agreement, undertaking or commitment which would have been a Company Agreement required to be set forth in Schedule 5.17 if in effect on the date hereof, hereof or enter into any contract which cannot be assigned to Buyer or a permitted assignee of Buyer under Section 13.5; (Biv) enter into any Contract which would require contract for the consent purchase of real property to be used in the Business or for the sale of any Owned Real Property or exercise any option to purchase real property listed in Schedule 5.10(A) or any option to extend a third party lease listed in connection with the consummation of the transactions contemplated by this Agreement or Schedule 5.10(B); (Cv) modify, amend, terminate or grant fail to renew any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereofContracts for insurance; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company by a Seller to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests Purchased Assets, other than inventory and minor amounts of personal property sold or (B) otherwise disposed of for fair value in the assets or properties ordinary course of the Company, Business consistent with past practice and other than, in the case of this clause (B), than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by Sellers with respect to the Company Business (including the settlement of any claims or litigation) 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 in respect of Sellers or enter 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 generated by the Business in advance of or beyond their regular due dates or the dates involving more than $25,000 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 of the Company Business beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9allow the levels of raw materials, supplies, work-in-process, finished goods or other materials included in the inventory of the Business to vary in any material respect from the levels customarily maintained in the Business; (xii) make, or agree to make, any payment of cash or distribution or other disposition of assets (other than cash and cash equivalents) to a Seller or any of its AffiliatesAffiliates (other than cash realized upon collection of receivables generated in the ordinary course of the Business); (xiixiii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated herebySellers; (xiiixiv) make any material increase change in the compensation of the employees of the CompanySellers, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (Axv) except as required communicate with any employee regarding any compensation or benefits to be provided by applicable Requirements Buyer or any of Law, its Affiliates after the Closing without the prior consent of Buyer; (xvi) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that which would have the effect of deferring income to periods ending after the Closing Date for which Buyer is liable pursuant to Section 8.2(a) or accelerating deductions to periods ending on or before the Closing Datefor which Sellers are liable pursuant to Section 8.2(a), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes;); or (xvxvii) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliates5.4(A). (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees Quixote and DMI shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operatedcurrently operated and conducted. Consistent with On a reasonable and timely basis, Quixote and DMI shall inform Parent of the foregoinggeneral status of the condition and operations of the Business. In furtherance thereof, Seller Quixote and DMI shall cause the Company to keep and maintain the material assets of the Company Purchased Assets in good operating condition and repair and shall use its reasonable their best efforts efforts, consistent with good sound business practice practice, to maintain the business organization of the Company Business intact and to preserve and enhance the goodwill of the suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with the CompanyBusiness. In connection therewith, Seller Neither Quixote nor DMI shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such or cause to be transferred from the Business any employee to Seller or an Affiliate of Selleragent thereof, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date to any such employee or agent or (iii) otherwise attempt to persuade any such employee Person to terminate his his, her or her its relationship with the Company or not to continue employment with the Company after the ClosingBusiness. (b) In addition, and without limiting Notwithstanding Section 7.4(a), except as expressly contemplated permitted by this Agreement or except with the express written approval of Buyer Parent (which Buyer agrees shall not be unreasonably withheld or delayedwithheld), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to: neither Quixote nor DMI shall: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or in the operations operation of the Company outside the ordinary course of business; (iv) Business or make or contract or commit to make any capital expenditure expenditure, whether or not contemplated by the budget set forth on Schedule 5.26, in respect of the Business which shall, in any one case, exceed $25,000; (ii) enter into any contract contract, agreement, undertaking or commitment therefor in excess of $50,000; provided thatcommitment, including any purchase order not in the ordinary course of business consistent with past practicepractice or containing a "most favored nation" pricing provision, as such term is commonly understood in the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company optical disc industry, or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement required to be set forth on A-31 Schedule 5.20 if in effect on the date hereof, hereof or enter into any contract which cannot be assigned to Cinram or a permitted assignee of Cinram under Section 13.5 or 13.16; (Biii) enter into any Contract which would require contract for the consent purchase of a third party in connection with real property to be used by the consummation Business or for the sale of the transactions contemplated by this Agreement any Owned Real Property or (C) modify, amend, terminate or grant exercise any consent or waiver under any Company Agreement option to purchase real property listed on Schedule 5.10 or any Contract that would have been option to extend a Company Agreement if it were in effect lease listed on the date hereof; Schedule 5.11; (viiv) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers transfer (except a Permissible Payment) from the Company Business to Seller Quixote or any of its Affiliates), or mortgage or mortgage, pledge, or impose or suffer to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of (A) the Equity Interests or (B) the assets acquired for the Business, except for inventory and other insignificant items of personal property sold or properties otherwise disposed of for fair value in the ordinary course of the Company, other than, in the case of this clause business consistent with past practice; (B), Permitted Encumbrances; (viiv) cancel any debts owed to or claims held by for the Company benefit of the Business (including the settlement of any claims or litigation) other than in the ordinary course of the Business business consistent with past practice; ; (viiivi) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for borrowed money in respect of the Business, or enter into, as lessee, any capitalized lease obligations obligation (as defined in Statement of Financial Accounting Standards No. 13), other than in the ordinary course of business; ; (ixvii) accelerate or delay collection of any notes note or accounts account receivable generated by the Business in advance of or beyond their its regular due dates date or the dates involving more than $25,000 date when the same would have been collected in the ordinary course of the Business business consistent with past practice; ; (xviii) delay or accelerate payment of any account payable or other liability of the Company Business beyond or in advance of its due date or the date involving more than $25,000 when such liability the same would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice; (ix) allow the levels of raw materials, supplies, work-in-process or other materials included in the Company may originate loans secured by 1-to-4 family residential real estate inventory of the Business to vary in any material respect from the levels customarily maintained in the Business; (x) make, or agree to make, any payment of cash or distribution of assets to Quixote or any of its Affiliates, whether pursuant to any management fee or services agreement or similar arrangement; PROVIDED, HOWEVER, Quixote shall be entitled to receive cash from the Business, on a monthly basis, in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate equal to the Companyinterest which would have been earned on the Purchase Price (determined as provided in Article III) for the period commencing October 1, 1996 and ending on March 31, 1997 as if the amount of such Purchase Price had been deposited on October 1, 1996 in an account bearing interest at the rate of 5% per annum; or PROVIDED FURTHER that if the Closing shall occur prior to March 31, 1997, Quixote shall be entitled to receive from the Business, on the Closing Date, cash in an amount equal to the difference between the amount received as aforesaid and the amount it would have received if the Closing had occurred on March 31, 1997; and PROVIDED FURTHER that DMI shall be entitled to make Permissible Payments; (xviixi) make institute any material change increase in internal control over financial reportingany compensation payable to any employee of DMI, other than any change required by GAAP or any change made by Seller Quixote with respect to all of its Controlled Affiliates. (c) The Company shall keep all insurance policies set forth on Schedule 5.22the Business, or suitable replacements thereforadopt any new, or institute any change or increase in full force and effect through any, "employee benefit plan," as such term is defined in Section 3(3) of ERISA, or any plan, policy, trust, understanding, arrangement or agreement of any kind described in clause (A) or (B) of the Closing Date.first sentence of Section 5.18(b) (irrespective of the second sentence thereof), or institute any compensation plan, with respect to employees of the Business, or incur or accrue any cost, expense or liability with respect to any agreement, understanding or arrangement of any kind described in clause (B) of the first sentence of Section 5.18(b) (irrespective of the second sentence thereof); A-32

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 7.3(A), or as contemplated by this Agreement or except with to the written approval of Buyer, which Buyer agrees shall extent Fjord may consent in writing (such consent not to be unreasonably withheld or delayedwithheld), Seller the Members shall use its reasonable efforts cause Xxxxx and the Xxxxx Subsidiaries to operate and shall use its reasonable efforts to cause the Company to carry on the Business their business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller the Members shall cause Xxxxx and the Company Xxxxx Subsidiaries to keep and maintain the material their assets of the Company and properties in good operating condition and repair and shall use its commercially reasonable best efforts consistent with good business practice to maintain the business organization of Xxxxx and the Company Xxxxx Subsidiaries intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with Xxxxx and the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the ClosingXxxxx Subsidiaries. (b) In additionThe Members, Xxxxx and without limiting Section 7.4(athe Xxxxx Subsidiaries shall inform Fjord in writing at least 5 business days before any capital expenditures are executed that exceed $100 000 (U.S.). (c) The Members shall not allow Xxxxx nor any of the Xxxxx Subsidiaries to: (i) split, combine or reclassify its membership interests or other equity interests; (ii) except as expressly contemplated by this provided in Section 10.1(b) hereof and Section 9.2(b) of the Xxxxx Operating Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to income taxes arising out of operations of Xxxxx and the Equity InterestsXxxxx Subsidiaries prior to the Closing Date, declare, pay, or set aside for payment any dividend or other distribution in respect of its membership interests or other equity interests; (iii) directly or indirectly redeem, purchase, or otherwise acquire any of its membership interests or other equity interests; or (iv) issue, sell, pledge, dispose of, encumber or deliver (whether through the issuance or granting of any options, warrants, commitments, subscriptions, rights to purchase or otherwise) any capital stock or other equity interests or any securities convertible into, or exercisable or exchangeable for, capital stock or other equity interests; provided however, that in the event Fjord declares any dividend that the Members will not be entitled to receive, and the Closing Date has not yet occurred, the Company Members may declare a dividend from Xxxxx equal to the dividend they would otherwise have received on the Shares had the Shares then been issued to and held by the Members. (d) Unless Fjord shall have given reasonably contemporaneous notice to Xxxxx and the Members, Fjord and the Fjord Subsidiaries shall operate and carry on their business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Fjord and the Fjord Subsidiaries shall keep and maintain their assets and properties in good operating condition and repair and shall use commercially reasonable best efforts consistent with good business practice to maintain the business organization of Fjord and the Fjord Subsidiaries intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with Fjord and the Fjord Subsidiaries. Fjord shall provide notice to Xxxxx and the Members before either Fjord or any of the Business, and Seller cause the Company not to: Fjord Subsidiaries shall (i) amend split, combine or reclassify its articles of incorporation capital stock or by-laws (or similar organizational documents); other equity interests; (ii) issuedeclare, grantpay, sell or encumber set aside for payment any shares dividend or other distribution in respect of its capital stock or 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 equity interests; (iii) directly or indirectly calls for the acquisitionredeem, issuancepurchase, sale, pledge or other disposition of otherwise acquire any shares of its capital stock or other securities equity interests; or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make issue, sell, pledge, dispose of, encumber or deliver (whether through the issuance or granting of any options, warrants, commitments, subscriptions, rights to purchase or otherwise) any capital expenditure stock or enter into other equity interests or any contract securities convertible into, or commitment therefor in excess of $50,000exercisable or exchangeable for, capital stock or other equity interests; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate and if any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; actions in (vi) - (Aiv) enter into any Contract which would have been a Company Agreement if in effect on the date hereofare taken, (B) enter into any Contract which would require without the consent of a third party in connection with the consummation of Members, Xxxxx and the transactions contemplated by Members may terminate this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, in the case of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) 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 or enter 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 involving more than $25,000 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 of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled AffiliatesAgreement. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees The Shareholders ------------------------------------ shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to operate and carry on the Business only their business in the ordinary course and substantially as presently operatedconsistent with past practice. Consistent with the foregoing, Seller the Shareholders shall cause the Company to keep and maintain the material assets and properties of the Company in good their current operating condition (normal wear and repair tear excepted) and shall use its commercially reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing. (b) In addition, and without limiting Section 7.4(a), except Except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity InterestsBuyer, the Company or the Business, and Seller cause Shareholders not shall permit the Company not to: (i) amend its articles certificate of incorporation or by-laws (or similar organizational documents)laws; (ii) issue, grant, sell or encumber any shares of its capital stock or other securities, or stock; 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 other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided that, 250,000 individually or $500,000 in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Companyaggregate; (viv) (A) except as contemplated by Schedule 4.23, enter into any Contract ------------- contract, agreement, undertaking or commitment which would have been a Company Agreement required to be set forth in Schedule 4.16 if in effect on the date hereof, (B) hereof ------------- or enter into any Contract contract which would require requires the consent or approval of a any third party in connection with the consummation of to consummate the transactions contemplated by this Agreement Agreement; or (C) modify, amend, terminate or grant make any consent or waiver under material modification to any existing Company Agreement or to any Contract that would have been Governmental Permits, other than changes made in good faith to cure document deficiencies; (v) enter into any contract for the 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 Company Agreement if it were lease listed in effect on the date hereof;Schedule 4.10(B); ---------------- (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller the Shareholders or any of its their Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, than minor amounts of personal property sold or otherwise disposed of for fair value in the case ordinary course of this clause (B), business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) 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 or enter 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 involving more than $25,000 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 of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliates. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by From the date of this Agreement or except with until the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayedClosing, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoingExcept as otherwise contemplated herein or as set forth in Disclosure Letter Schedule 7.4, Parent and Seller shall cause the Company use commercially reasonable efforts to keep and maintain the material assets of the Company Purchased Assets in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company Division intact and to preserve the goodwill of the employeessuppliers, brokerscontractors, lenders licensors, Employees, customers, distributors and others having business relations with the CompanyDivision. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee Employee of the CompanyDivision, without the consent of Buyer (not to be unreasonably withheld), (i) transfer such employee Employee to Seller or an Affiliate another business unit of Seller, (ii) offer such employee employment terminate any Employee other than clerical or administrative personnel or for cause as determined in good faith by Seller or an Affiliate in the ordinary course of Seller after the Closing Date business consistent with past practice or (iii) otherwise attempt to persuade any such employee Employee to terminate his or her relationship with the Company Seller or not to continue commence employment with the Company Buyer after the Closing. (b) In addition, and without limiting Notwithstanding Section 7.4(a), except as expressly contemplated by this Agreement Agreement, as set forth in Disclosure Letter Schedule 7.4, or except with the express written approval of as otherwise consented to by Buyer (which Buyer agrees shall not be unreasonably withheld or delayed)in writing, Parent and Seller shall not, with in respect to the Equity Interests, the Company or of the Business, and Seller cause the Company not to: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any material change in the Business or the operations of the Company outside the ordinary course Division, or change any of businessits brokerage policies or practices in any material respect, except as required by applicable law or by policies imposed by a Governmental Body; (ivii) make any capital expenditure with respect to the Division or enter into any contract or commitment Contract therefor in excess of $50,000; provided that, in 100,000 outside the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (viiii) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company Division to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the CompanyPurchased Assets, other than, in the case of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than except in the ordinary course of the Business consistent with past practice; (viii) create, incur practice and for inventory and personal property sold or assume, or agree to create, incur or assume, any Indebtedness or enter into, as lessee, any capitalized lease obligations (as defined in Statement otherwise disposed 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 involving more than $25,000 when the same would have been collected for fair value in the ordinary course of the Business consistent with past practicepractice and except for Permitted Encumbrances; (xiv) delay or accelerate incur any material adverse change in its securities clearing, payment of any account payable or other liability of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practiceand settlement activities; (xiv) except as expressly contemplated by Section 7.9maintain Tentative Net Capital of Seller (on a company wide basis) of less than $18,000,000; provided, make, or agree to make, any distribution or other disposition of assets that for a period not less than five (other 5) consecutive Business Days Seller’s Tentative Net Capital may be less than cash and cash equivalents) to Seller or any of its Affiliates$18,000,000 but not less than $15,000,000; (xiivi) solely with respect to the Division, maintain access to regulatory haircut capital (through Seller) of less than $10,500,000; provided, that for a period not less than three (3) consecutive Business Days Seller’s access to haircut capital may be less than $10,500,000 but not less than $6,500,000; (vii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, Employees other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xvviii) make any change in the accounting policies applied in the preparation compensation of the financial statements contained Employees, other than changes made in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business accordance with normal compensation practices and consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Companycompensation practices; or (xviiix) make prepare or file any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller Tax Return inconsistent with respect to all of its Controlled Affiliatespast practice. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except Subject to Section 6.1(b) hereof or except as set forth in Schedule 7.4 or as expressly contemplated by this Agreement or except with Agreement, from the written approval of Buyerdate hereof through the Closing Date, which Buyer agrees the Company and its Subsidiaries shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business their businesses in all material respects only in the ordinary course of business and substantially as presently operatedin a manner consistent with its past practices in all material respects. Consistent with In furtherance and not in limitation of the foregoing, Seller shall cause the Company shall use commercially reasonable efforts consistent with sound business practices to (i) keep and maintain the material assets and properties of the Company and its Subsidiaries in good normal operating condition and repair and shall use its reasonable best efforts consistent with good business practice to repair, (ii) maintain the business organization of the Company and its Subsidiaries, as a whole, intact and (iii) preserve the goodwill of the suppliers, employees, brokers, lenders customers and others having business relations with the Company. In connection therewith, Seller shall not, Company and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closingits Subsidiaries. (b) In addition, and without limiting Section 7.4(a), except Except as expressly contemplated by this Agreement or except with as set forth in Schedule 6.1, neither the Company nor any Subsidiary shall without the express prior written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not toInvestor: (i) amend its articles of incorporation or by-laws bylaws or other organizational documents (or similar organizational documentsother than an amendment to its bylaws to permit shareholder action by partial written consent); (ii) issue, granttransfer, sell or encumber deliver any shares of its capital stock (or options, rights, warrants or other securities convertible into or exchangeable or exercisable for, with or without additional consideration, such capital stock) or any other interest therein, except (A) in connection with the exercise of Company Options granted prior to the date hereof pursuant to the Company Option Plan or (B) in connection with the issuance of any Company Options surrendered or any Shares repurchased after the date hereof and prior to the Closing as determined by the Board (provided that no such issuances shall result in an increase in the aggregate consideration payable pursuant to Article II); (iii) split, combine or reclassify any shares of its capital stock or other securitiesdeclare, set aside or issue, grant, sell or encumber pay 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 dividends or make any other changes distributions (whether in the equity capital structure cash, stock or other property) in respect of such shares, except for dividends and distributions payable by a Subsidiary to another wholly owned Subsidiary or to the Company; (iiiiv) make redeem, purchase or otherwise acquire for any change consideration any outstanding shares of its capital stock, rights, warrants or securities carrying the right to acquire or which are convertible into or exchangeable or exercisable for, with or without additional consideration, such capital stock, except as contemplated by this Agreement and the redemption or repurchase of shares of Class C Stock from employees in connection with the Business or termination of such employee's employment in a manner consistent with the operations of the Company outside the ordinary course of businessCompany's past practices; (ivv) make incur any capital expenditure indebtedness, including, without limitation, in form of any guarantee or enter into any contract direct or commitment therefor in excess of $50,000; provided thatindirect credit support, except (A) borrowings in the ordinary course of business under the Senior Credit Agreement or the New Bank Facility in a manner consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof's past practices, (B) enter into any Contract which would require sales under the consent of a third party in connection with the consummation of the transactions contemplated by this Receivables Purchase Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, in the case of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) 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 or enter 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 involving more than $25,000 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 of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business and consistent with the Company's past practicepractices, it being understood that (i) on the date of this Agreement, the Company may originate loans secured by 1-to-4 family residential real estate has outstanding $20.0 million of receivables that have been sold pursuant to the Receivables Purchase Agreement and (ii) the Company will sell receivables under the Receivables Purchase Agreement in connection with consummating the transactions contemplated hereby in an aggregate principal amount sufficient to provide the Company with up to $20.0 million of proceeds, (C) trade payables in the ordinary course of business and consistent with the Company's past practices and (D) other indebtedness not to exceed in excess of $2,000,000 per month; provided further that Seller shall not originate 1,000,000 in the aggregate; (vi) make any loans secured acquisition or disposition of stock or other securities or assets of any Person except acquisitions or dispositions of inventory and equipment in the ordinary course of business in a manner consistent with the Company's past practices; (vii) incur capital expenditures materially in excess of those contemplated by real estate on behalf the capital expenditures referenced in Schedule 6.1; (viii) merge or consolidate with any corporation or other entity or transfer all or substantially all of the Company's assets to another Person; (ix) enter into any employment or similar contract with, or materially increase the compensation payable to, any officer or employee except in the ordinary course of business in a manner consistent with the Company's past practices; (x) alter in any material respect its practices and policies relating to the payment and collection of accounts payable and accounts receivable; (xi) adopt, amend in any material respect or terminate any Plan, severance plan or collective bargaining agreement or make awards or distributions under any Plan, except awards or distributions to any participant or employee in the ordinary course of business in a manner consistent with the Company's past practices and amendments required to be made in order to comply with changes in applicable Laws; (xii) create, assume or suffer to be incurred any Encumbrance of any kind on any of its properties or assets other than Permitted Encumbrances; (xiii) amend, supplement or modify any agreement material to the Company and its Subsidiaries taken as a whole, except in the ordinary course of business in a manner consistent with the Company's past practices; (xiv) make any change in accounting principles materially and adversely affecting the reported consolidated assets, liabilities or transfer any loans secured by real estate to results of operations of the Company; or (xviixv) make commit to do any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesthe foregoing. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees The Shareholders ------------------------------------ shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to operate and carry on the Business only their business in the ordinary course and substantially as presently operatedconsistent with past practice. Consistent with the foregoing, Seller the Shareholders shall cause the Company to keep and maintain the material assets and properties of the Company in good their current operating condition (normal wear and repair tear excepted) and shall use its commercially reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing. (b) In addition, and without limiting Section 7.4(a), except Except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity InterestsBuyer, the Company or the Business, and Seller cause Shareholders not shall permit the Company not to: (i) amend its articles certificate of incorporation or by-laws (or similar organizational documents)laws; (ii) issue, grant, sell or encumber any shares of its capital stock or other securities, or stock; 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 other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided that, 250,000 individually or $500,000 in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Companyaggregate; (viv) (A) except as contemplated by Schedule 4.23, enter into any Contract ------------- contract, agreement, undertaking or commitment which would have been a Company Agreement required to be set forth in Schedule 4.16 if in effect on the date hereof, (B) hereof ------------- or enter into any Contract contract which would require requires the consent or approval of a any third party in connection with the consummation of to consummate the transactions contemplated by this Agreement Agreement; or (C) modify, amend, terminate or grant make any consent or waiver under material modification to any existing Company Agreement or to any Contract that would have been Governmental Permits, other than changes made in good faith to cure document deficiencies; (v) enter into any contract for the 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 Company Agreement if it were lease listed in effect on the date hereof;Schedule 4.10(B); ---------------- (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller the Shareholders or any of its their Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, than minor amounts of personal property sold or otherwise disposed of for fair value in the case ordinary course of this clause (B), business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) 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 or enter 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 involving more than $25,000 when the same would have been collected in the ordinary course of the Business business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any payment of cash or distribution or other disposition of assets to the Shareholders or any of their Affiliates (other than cash and cash equivalents) the Company), or enter into, or agree to Seller enter into, any agreement or transaction with the Shareholders (other than the Company), any Affiliate of the Shareholders or any member of its Affiliatesthe immediate family of any Shareholder or any Affiliate of the Shareholders (other than the Company); (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase change in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practicespractices or pursuant to employment agreements in effect on the date hereof; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xvxiv) make any material change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP;4.4; ------------ (xvi) originate, acquire, hold, sell, transfer, securitize enter into any agreement or hedge loans secured commitment to take any action prohibited by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliates. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.this Section 6.4. -----------

Operations Prior to the Closing Date. (a) Except as set forth otherwise expressly provided in Schedule 7.4 or as contemplated by this Agreement or except with the written approval as required by any Requirements of Buyer, which Buyer agrees shall not be unreasonably withheld or delayedLaws, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company and the Subsidiary to carry on the Business only in the ordinary course and substantially as presently operatedconsistent with past practice. Consistent with the foregoing, Seller shall cause the Company and the Subsidiary to keep and maintain the material assets of the Company and the Subsidiary in good operating condition and repair and shall use its commercially reasonable best efforts consistent with good business practice to maintain the business organization of the Company and the Subsidiary intact and to preserve the goodwill of the suppliers, contractors, employees, brokers, lenders customers and others having business relations with the CompanyCompany and the Subsidiary. In connection therewith, Seller shall not, and shall not permit the Company or the Subsidiary to, with respect to any employee of the Company, Company or the Subsidiary (i) transfer such employee to Seller or an Affiliate another business unit of Seller, (ii) offer such employee employment by another business unit of Seller or an its Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company Seller or not to continue commence employment with the Company Buyer after the Closing. (b) In addition, and without limiting Notwithstanding Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees approval shall not be unreasonably withheld or delayedwithheld, provided, that Buyer’s approval with respect to clauses (iv), (vi)-(viii), (x), (xiii), (xiv) and (xxiii) shall be in Buyer’s sole discretion), Seller shall not, with respect to the Equity Interests, not permit the Company or the BusinessSubsidiary to do, and Seller cause or agree to do, any of the Company not tofollowing: (i) change its interest rate or fee pricing policies with respect to Company Deposits or Company Loans other than in the ordinary course of business consistent with past practice provided, that Seller gives Buyer notice of any changes made to such interest rate or fee pricing policies; (ii) amend, terminate, waive or modify any of the terms of (x) any Company Loan or Company Deposit except in the ordinary course of business consistent with past practice and only to the extent that such amendment, termination, waiver or modification does not alter the terms of such Company Loan or Company Deposit in any material respect and is not adverse to the Company or Buyer in any manner or (y) any Investment; (iii) (x) enter into any new line of business, amend, waive or modify its lending, investment, underwriting, risk and asset liability management and other banking and operating policies or (y) make any underwriting exceptions in making or renewing any consumer loans, except as required by applicable Requirements of Laws; (iv) enter into or approve any Company Loan or a group of related Company Loans in excess of $250,000 in the aggregate, enter into or approve any renewal of any existing Company Loan or group of related Company Loans in excess of $750,000 in the aggregate or enter into or renew any Interest Rate Instrument; (v) fail to make additional extensions of credit in the ordinary course of business consistent with past practices (subject to the Company’s customary credit underwriting qualifications) to any customer with any Company Loan with an aggregate principal amount of less than $250,000; (vi) accept or renew any (w) Related Deposits, (x) deposits from customers located outside the State of Iowa other than in the ordinary course of business consistent with past practice and not constituting Related Deposits, (y) brokered deposits or (z) CDARS Deposits; (vii) purchase or invest in any securities or other investments other than Xxxxxx Xxxx with a duration of less than three years; (viii) close, sell, consolidate, or relocate any Company Branch; (ix) amend its articles of incorporation or byBy-laws (or similar organizational documents)laws; (iix) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the CompanyCompany or the Subsidiary; (iiixi) make any change undertake or commit to undertake capital expenditures exceeding $25,000 in the Business or the operations of the Company outside the ordinary course of businessaggregate; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (Axii) enter into any Contract (x) which would have been classified as a Company Agreement if in effect on the date hereof, (By) enter into any Contract which that would require the consent of a third party in connection with be breached by the consummation of the transactions contemplated hereby or by this the Merger Agreement or (Cz) modifythat cannot be terminated upon 30 days notice without any payment or penalty, or amend, terminate terminate, waive or grant any consent or waiver under modify any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereofGovernmental Permit; (vixiii) enter into any Contract for the purchase of real property or for the sale of any Owned Real Property or exercise any option to purchase real property listed in Schedule 5.10(A); (xiv) sell, lease (as lessor), transfer transfer, assign or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests Shares or (B) the assets or properties of the CompanyCompany or the Subsidiary (including any Company Loan, or Company Deposits), other than, than inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the case ordinary course of this clause (B), the Business consistent with past practice and other than Permitted Encumbrances; (viixv) cancel any debts owed to or claims held by the Company or the Subsidiary (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (viiixvi) create, incur or assume, or agree to create, incur or assume, any Indebtedness indebtedness for borrowed money or enter 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; (ixxvii) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates involving more than $25,000 when the same would have been collected in the ordinary course of the Business consistent with past practice; (xxviii) delay or accelerate payment of any account payable or other liability of the Company or the Subsidiary beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xixix) except as expressly contemplated by Section 7.9, allow the levels of materials included in the inventory of the Company or the Subsidiary to vary in any material respect from the levels customarily maintained in the Business; (xx) (i) make, or agree to make, any payment of cash or distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; provided, that prior to the date the Pricing Certificate is required to be delivered to Buyer pursuant to Section 3.2, the Company may reimburse Seller or its Affiliate the amount of any bona fide liabilities of the Company that are duly paid by Seller or its Affiliate (which shall not be the Company or the Subsidiary) on behalf of the Company in the ordinary course of business consistent with past practice, in each case if the Company is permitted under this Agreement directly to discharge the same or (ii) fail timely to pay to the Company any amount payable thereto by Seller or any of its Affiliates in the ordinary course of business consistent with past practice; (xiixxi) terminate any employee, except in the ordinary course of business consistent with past practice; (xxii) hire, promote or transfer from or to the Company or the Subsidiary any employee or reassign (except a reassignment within the Company in the ordinary course consistent with past practices) any employee; (xxiii) institute any material increase in any compensation payable to any employee of the Company or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect benefits made available to employees of the Company, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiiixxiv) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that which would have the effect of deferring income to periods ending after the Closing Date for which Buyer is liable pursuant to Section 8.2(a) or accelerating deductions to periods ending on or before the Closing Datefor which Seller is liable pursuant to Section 8.2(a), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes); (xvxxv) make any change in the accounting policies and practices applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xviixxvi) make any material change in internal control over financial reporting, ; (xxvii) make any material change in any information technology system utilized by the Company or the Subsidiary; or (xxviii) enter into or become committed to enter into any other than any change required by GAAP or any change made by Seller with respect to all material transaction except in the ordinary course of its Controlled Affiliatesbusiness. (c) The Company shall keep all insurance policies set forth charge-offs, write-downs and other real estate owned established on Schedule 5.22, or suitable replacements therefor, in full force the Company’s books and effect through records between the date hereof and the Closing DateDate will be established in accordance with the requirements of GAAP, consistently applied to the Company’s past practice, and will properly reflect the losses incurred on outstanding Company Loans (including accrual interest receivable).

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with Subject to Section 6.4(b) hereof, Holdings and the written approval of Buyer, which Buyer agrees Company shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business their businesses only in the ordinary course course, except as otherwise expressly contemplated by this Agreement. In furtherance and substantially as presently operated. Consistent with not in limitation of the foregoing, Seller shall cause Holdings and the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to (i) keep and maintain their respective assets and properties in normal operating condition and repair, (ii) maintain the business organization of Holdings and the Company intact and (iii) preserve the goodwill of the suppliers, employees, brokers, lenders customers and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closingthem. (b) In addition, and without limiting Section 7.4(a), except Except as expressly contemplated by this Agreement or except with Agreement, neither Holdings nor the Company shall without the express prior written approval of Buyer Purchaser (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to:withheld): (i) amend its articles of incorporation organization or by-laws (bylaws or similar organizational documents)the Certificate of Designations; (ii) issue, grant, sell issue or encumber agree to issue any shares of its capital stock (by the issuance or granting of options, warrants or rights to purchase any shares of capital stock), or any securities exercisable or exchangeable for or convertible into such capital stock, or other securities, except in connection with the exercise of Holdings Options granted prior to the date hereof pursuant to the Holdings Option Plan; (iii) split, combine or reclassify any shares of capital stock 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, except for the payment by the Company to Holdings of such dividends or the making of such other distributions by the Company to Holdings that are consistent with past practice; (iv) issue, granttransfer, 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 deliver any shares of its capital stock (or securities convertible into or exchangeable or exercisable for, with or without additional consideration, such capital stock) or any other interest therein, except (A) in connection with exercise of Holdings Options granted prior to the date hereof pursuant to the Holdings Option Plan and (B) in connection with the reallocation of Holdings Options, surrendered after the date hereof and prior to the Closing, or repurchased Shares, as determined by the Board of Directors of Holdings, not to exceed the amounts set forth in Section 3.2(b) hereof in either case; (v) redeem, purchase or otherwise acquire for any consideration (A) any outstanding shares of its capital stock or securities carrying the right to acquire, or which are convertible into or exchangeable or exercisable for, with or without additional consideration, such capital stock, (B) any other securities of Holdings or make the Company, or (C) any other changes interest in any of the equity capital structure foregoing, except as contemplated by this Agreement and the redemption or repurchase of shares of Class C Stock from employees of Holdings or the Company in connection with the termination of such employee's employment with Holdings or the Company; (iiivi) make incur any change indebtedness for borrowed money, except (A) borrowings in the Business or the operations of the Company outside the ordinary course of business; business consistent with past practice under the Senior Credit Agreement and (ivB) make any capital expenditure or enter into any contract or commitment therefor other borrowings not in excess of $50,000; provided that500,000; (vii) make any acquisition or disposition of stock or other securities or assets of any person outside of the ordinary course of business in excess of $250,000, excluding all purchases of inventory and equipment in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, in the case of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) 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 or enter into, capital expenditures materially in excess of those contemplated by the Company's spending plan attached as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13Schedule 6.4(b)(viii), other than in the ordinary course of business; (ix) accelerate merge or delay collection of consolidate with any notes corporation or accounts receivable in advance of or beyond their regular due dates or the dates involving more than $25,000 when the same would have been collected in the ordinary course of the Business consistent with past practiceother entity; (x) delay or accelerate payment of any account payable or other liability of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement employment or similar agreement related to Taxes, otherwise settle any dispute relating to Taxescontract with, or request materially increase the compensation payable to, any ruling officer, director or similar guidance with respect to Taxes; (xv) make any change employee, except increases in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, non-executive officer compensation in the ordinary course of business consistent with past practice; (xi) alter in any material respect its practices and policies relating to the payment and collection, as the Company case may originate loans secured be, of accounts payable and accounts receivable; (xii) except as contemplated by 1-to-4 family residential real estate or described in an aggregate principal amount this Agreement, adopt, amend in any material respect or terminate any Employee Plan, severance plan or collective bargaining agreement or make awards or distributions under any Employee Plan, except awards or distributions to any participant or employee other than directors and executive officers in the ordinary course consistent with past practice; (xiii) create, assume or suffer to be incurred any Encumbrance of any kind on any of its properties or assets other than (A) Encumbrances in the ordinary course of business consistent with past practices, as long as the creation, assumption or sufferance thereof does not to exceed $2,000,000 per month; provided further that Seller shall not originate interfere with, hinder or delay the transactions contemplated hereby and (B) Permitted Encumbrances; (xiv) amend, supplement or modify any loans secured by real estate material contract except in the ordinary course of business; (xv) settle or compromise any claims, actions, proceedings or litigation involving material liability for money damages or placing any restrictions on behalf the operations of the Company Company's businesses; or transfer waive, release or assign any loans secured by real estate to material rights or claims under any material contracts outside of the Companyordinary course of business consistent with past practice; (xvi) make any material Tax election or make any material change in its insurance coverages; or (xvii) make agree, commit or resolve to do or authorize any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesthe foregoing. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 Subject to Section 6.4(b) hereof or as expressly contemplated by this Agreement or except with Agreement, from the written approval of Buyerdate hereof through the Closing Date, which Buyer agrees the Company and the Subsidiaries taken as a whole shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business their businesses only in the ordinary course course. In furtherance and substantially as presently operated. Consistent with not in limitation of the foregoing, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its commercially reasonable best efforts consistent with good business practice to (i) keep and maintain the assets and properties of the Company and the Subsidiaries in normal operating condition and repair, (ii) maintain the business organization of the Company and the Subsidiaries, as a whole, intact and (iii) preserve the goodwill of the suppliers, employees, brokers, lenders customers and others having business relations with the Company. In connection therewith, Seller shall not, Company and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the ClosingSubsidiaries. (b) In addition, and without limiting Section 7.4(a), except Except as expressly contemplated by this Agreement or except with as set forth in SCHEDULE 6.4, neither the Company nor any Subsidiary shall without the express prior written approval of Buyer Purchaser (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to:withheld): (i) amend its articles of incorporation organization or by-laws (bylaws or similar organizational documents)the Certificate of Designations; (ii) issue, granttransfer, sell or encumber deliver any shares of its capital stock (or options or other securities convertible into or exchangeable or exercisable for, with or without additional consideration, such capital stock) or any other interest therein, except (A) in connection with the exercise of Company Options granted prior to the date hereof pursuant to the Company Option Plan or (B) in connection with the issuance of any Company Options surrendered or any Shares repurchased after the date hereof and prior to the Closing as determined by the Board of Directors of the Company (provided that such issuances shall not result in an increase in the aggregate consideration payable pursuant to Article II hereof based on the accuracy of the representations and warranties set forth in Section 3.2 hereof); (iii) split, combine or reclassify any shares of its capital stock or declare, set aside or pay any dividends or make any other securitiesdistributions (whether in cash, or issue, grant, sell or encumber any security, option, warrant, put, call, subscription stock or other right property) in respect of such shares, except for dividends and distributions payable by a Subsidiary to another Subsidiary or to the Company; (iv) redeem, purchase or otherwise acquire for any kind, fixed or contingent, that directly or indirectly calls for the acquisition, issuance, sale, pledge or other disposition of consideration (A) any outstanding shares of its capital stock or securities carrying the right to acquire or which are convertible into or exchangeable or exercisable for, with or without additional consideration, such capital stock, (B) any other securities or make any other changes in the equity capital structure of the CompanyCompany or any Subsidiary, or (C) any interest in any of the foregoing, except as contemplated by this Agreement and the redemption or repurchase of shares of Class C Stock from employees in connection with the termination of such employee's employment; (iiiv) make incur any change indebtedness for borrowed money, except borrowings in the Business or the operations of the Company outside the ordinary course of businessbusiness under the revolving portion of the Senior Credit Agreement consistent with the Company's historical practice and the budget provided to Purchaser; (ivvi) make any capital expenditure acquisition or enter into disposition of stock or other securities or assets of any contract Person or commitment therefor in excess materially increase inventory levels of $50,000; provided that, the Company or any Subsidiary except acquisitions or dispositions of inventory and equipment in the ordinary course of business consistent with past practice, practice and the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not budget provided to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, in the case of this clause (B), Permitted EncumbrancesPurchaser; (vii) cancel any debts owed incur capital expenditures materially in excess of those contemplated by the budget previously provided to or claims held Purchaser by the Company or defer or cancel any such material contemplated expenditures; (including viii) merge or consolidate with any corporation or other entity; (ix) enter into any employment or similar contract with, or materially increase the settlement of compensation payable to, any claims officer, director or litigation) other than employee except in the ordinary course of the Business consistent with past practicebusiness and not to exceed annual compensation in excess of $200,000 for any individual; (viiix) alter in any material respect its historical practices and policies relating to the payment and collection of accounts payable and accounts receivable as reflected in the budget previously provided to Purchaser; (xi) except as contemplated by or described in this Agreement, adopt, amend in any material respect or terminate any Employee Plan, severance plan or collective bargaining agreement or make awards or distributions under any Employee Plan, except awards or distributions to any participant or employee in the ordinary course, not to exceed $50,000 in the aggregate; (xii) create, incur assume or assume, suffer to be incurred any Encumbrance of any kind on any of its properties or agree to create, incur or assume, any Indebtedness or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13), assets other than Permitted Encumbrances excluding from the definition of Permitted Encumbrances for purposes of this clause (xii) only, liens securing indebtedness for borrowed money except any such liens created pursuant to the Senior Credit Agreement; (xiii) amend, supplement or modify any agreement material to the Company and its Subsidiaries taken as a whole except in the ordinary course of business; (ixxiv) accelerate or delay collection of make any notes or accounts receivable in advance of or beyond their regular due dates or the dates involving more than $25,000 when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of principal or interest on the Notes, under the Senior Credit Agreement, or under any account payable or other liability indebtedness of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; Subsidiaries other than: (xia) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice the terms and as set forth in SCHEDULE 6.4 and (ii) on the revolving loans under the Senior Credit Agreement; 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 (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make commit to do any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesforegoing. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of BuyerParent shall, which Buyer agrees and shall not be unreasonably withheld or delayedcause MedSurg to, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller Parent shall, and shall cause the Company to MedSurg to, keep and maintain the material assets of the Company Purchased Assets in good operating condition and repair and shall use its commercially reasonable best efforts consistent with good business practice to maintain the business organization of the Company Business intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the ClosingBusiness. (b) In addition, and without limiting Section 7.4(a), except Except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed)Buyer, Seller Parent shall not, with respect to the Equity Interests, the Company or the Business, and Seller shall cause the Company MedSurg not to: (i) amend its articles of incorporation or by-laws (or similar organizational documents);[INTENTIONALLY BLANK] (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure in excess of $20,000 in the aggregate with respect to the Business or enter into any contract Contract or commitment therefor in excess of $50,000; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Companytherefor; (v) (Aiii) enter into any Contract which would have been a Company Agreement required to be set forth in Schedule 5.20 if in effect on the date hereof, hereof or enter into any Contract which cannot be assigned to Buyer or a permitted assignee of Buyer under Section 13.5; (Biv) enter into any Contract which would require for the consent purchase of real property to be used, or held for use in, or otherwise relating to the Business or exercise any option to extend a third party lease listed in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereofSchedule 5.11; (viv) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company Business to Seller Parent or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests Purchased Assets, other than Inventory and minor amounts of personal property sold or (B) otherwise disposed of for fair value in the assets or properties ordinary course of the Company, Business consistent with past practice and other than, in the case of this clause (B), than Permitted Encumbrances; (viivi) cancel any debts owed to or claims held by the Company Business (including the settlement of any claims or litigation) 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 in respect of the Business (other than money borrowed or advances from Parent or 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 as set forth in item 2 of Schedule 5.5(B), other than in the ordinary course of business; (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 involving more than $25,000 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 Company Business beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (x) allow the levels of Inventory of the Business to vary in any material respect from the levels customarily maintained in the Business; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any payment of cash or distribution or other disposition of assets to Parent or any of its Affiliates (other than cash and cash equivalents) to Seller or any realized upon collection of its Affiliatesreceivables generated in the ordinary course of the Business); (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated herebyBusiness; (xiii) make any material increase change in the compensation of the employees of the CompanyBusiness, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xvxiv) make any material change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP;; and (xvixv) originate, acquire, hold, sell, transfer, securitize enter into any agreement or hedge loans secured commitment to take any action prohibited by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesthis Section 7.4. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. During the period from the date hereof to the Closing Date, except as required by Law or as required by this Agreement, Seller shall: (a) Except as set forth on Schedule 5.3(a), (i) operate and carry on the Business in the ordinary course of business in substantially the same manner as heretofore conducted, (ii) use commercially reasonable efforts to preserve intact its business organizations primarily related to the Business, keep available the services of executive officers and key employees of the Business and preserve its current business relationships with the customers of the Business, and (iii) use commercially reasonable efforts to maintain the condition of the personal property that constitutes Purchased Assets in all material respects, subject to reasonable wear and tear. (b) Without limiting the provisions of Section 5.3(a), except as set forth on Schedule 7.4 or 5.3, as otherwise contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the employees, brokers, lenders and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing. (b) In addition, and without limiting Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld withheld, conditioned or delayed), between the date hereof and the Closing Date, Seller shall not, with respect to not do any of the Equity Interests, the Company or the Business, and Seller cause the Company not tofollowing: (i) amend make any material change in the fundamental nature of the Business or its articles of incorporation or by-laws (or similar organizational documents)operations, except such changes as may be required to comply with any applicable Law; (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure in relation to the Business or enter into any contract or commitment therefor in excess of $50,000; provided that250,000 individually or $1,000,000 in the aggregate, except in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Companybusiness; (v) (Aiii) enter into any Contract which would have been a Company Agreement if in effect on relation to the date hereof, Business for the purchase or lease (Bas lessor or lessee) enter into any Contract which would require the consent of a third party real property other than in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereofOther Oklahoma Operations; (viiv) sell, lease (as lessor), transfer or otherwise dispose of of, mortgage or pledge or impose any Lien (including any transfers from the Company to Seller or other than Permitted Liens) on any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the CompanyPurchased Assets, other than, in the case than sales or other disposition of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than Inventory in the ordinary course of the Business consistent with past practice; (viii) create, incur business and personal property sold or assume, or agree to create, incur or assume, any Indebtedness or enter into, as lessee, any capitalized lease obligations (as defined in Statement otherwise disposed of Financial Accounting Standards No. 13), other than in the ordinary course of businessbusiness which is excess, obsolete or is not material to the Business; (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates involving more than $25,000 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 of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xiiv) institute any material increase in in, or adopt any profit-new, profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, severance, termination, welfare or other employee benefit plan Benefit Plan with respect to employees of the CompanyBusiness Employees, except for payments related to stay bonusother than as required by any such existing plan, transaction completion bonus, severance payments or other similar payments made on by any existing employment or prior to the Closing Date as a result of this Agreement collective bargaining agreement or the transactions contemplated herebyby applicable Law; (xiiivi) make institute any material increase in the compensation of the employees of the Company, any Business Employee other than changes made in accordance with normal compensation practices and consistent with past compensation practices of Seller, or as required by any existing employment or collective bargaining agreement or by applicable Law; (vii) enter into any Contract which would be included in the definition of Assigned Contracts or Partially Assigned Contract or breach or make any material modification to any existing Assigned Contract or Partially Assigned Contract, in each case other than any Contracts with, or any modifications which extend any Contract by, a term of less than one year, and which involve $2,000,000 or less with regard to the Business, and are entered into or modified in the ordinary course of business consistent with past practices; (viii) waive or release any rights of material value relating to the Business and which would otherwise be a Purchased Asset; (ix) terminate the employment of any Business Employee (except for terminations in the ordinary course of business and consistent with past practice) or offer employment or agree to offer employment to any person who would, by virtue of such offer, become a Business Employee other than hiring in the ordinary course of business to fill the positions listed on Schedule 5.3 or to replace employees whose employment terminates or is suspended after the date hereof; (x) commence, settle or compromise any litigation, action or proceeding with respect to the Business, except for (A) except as required by applicable Requirements routine collection of Lawreceivables, prepare (B) proceedings to enforce this Agreement against Buyer or file Buyer Parent resulting from Buyer’s or Buyer Parent’s breach of this Agreement, (C) any Tax Return inconsistent with past practice orlitigation, on any such Tax Return, take any position, make any election, action or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods proceeding that would not have a material effect on the Purchased Assets or the Assumed Liabilities or Buyer’s future conduct of the Business, (D) settlements involving only monetary remedies that are Excluded Liabilities or any other remedies that would not have a material effect on the Purchased Assets or the Assumed Liabilities or Buyer’s future conduct of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date)Business, or (BE) settle any settlement of the Gulfstream Arbitration or otherwise compromise any claim related to Taxes, enter into Existing Claim involving only monetary remedies that are Excluded Liabilities or any closing agreement other remedies that would not have a material effect on the Purchased Assets or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, the Assumed Liabilities or request any ruling or similar guidance with respect to TaxesBuyer’s future conduct of the Business; (xvxi) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, other than in the ordinary course of business consistent with past practice, reduce the Company may originate loans secured by 1-to-4 family residential real estate amount of insurance coverage with respect to the Business or fail to renew any material existing insurance policies covering the Business; (xii) amend in an aggregate principal amount not to exceed $2,000,000 per month; provided further a manner that Seller shall not originate any loans secured by real estate on behalf adversely impacts the ability of the Company Business to conduct its business, terminate or transfer allow to lapse any loans secured by real estate material Permit that would be a Purchased Asset; (xiii) fail to maintain Inventory of the CompanyBusiness in accordance with contractual requirements, and consistent with past practice; or (xviixiv) make agree, whether in writing or otherwise, to do any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesthe foregoing. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 7.5 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts cause the Company and the Subsidiaries to operate and shall use its reasonable efforts to cause the Company to carry on the their Business only in the ordinary course Ordinary Course of Business and substantially as presently operatedoperated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall cause the Company and the Subsidiaries to keep and maintain the material assets of the Company in good operating condition and repair and shall use its their reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the suppliers, contractors, licensors, employees, brokerscustomers, lenders distributors and others having business relations with the Company. In connection therewithCompany and the Subsidiaries. (b) Notwithstanding Section 7.5(a), except as set forth in Schedule 7.5, as contemplated by this Agreement or with the written consent of Buyer (any request for which Buyer will consider in good faith), Seller shall not, and shall not permit the Company to, with respect to any employee of and the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing. (b) In addition, and without limiting Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not Subsidiaries to: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer transfer, assign or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates)of, or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its assets, tangible or intangible, except for (Ai) the Equity Interests assets sold or (B) the assets or properties otherwise disposed of the Company, other than, in the case Ordinary Course of this clause Business for fair consideration and (B), ii) Permitted Encumbrances; (viiii) cancel cancel, compromise, waive or release any debts owed to or rights or claims held by the Company it (including the settlement of any claims or litigation) other than in outside the ordinary course Ordinary Course of the Business consistent with past practiceBusiness; (viiiiii) create, incur or assume, or agree to create, incur or assume, any Indebtedness or enter into, as lessee, any capitalized lease obligations obligation (as defined in Statement of Financial Accounting Standards No. 13)) or any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right under, any Indebtedness of or owing to the Company or the Subsidiaries; (iv) except (i) as set forth in Schedule 7.5(b)(iv) or (ii) for any compensation and employment practices applied generally for Aon, institute any increase in any benefit provided under any Company Plan, other than in the ordinary course Ordinary Course of businessBusiness; (ixv) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates involving more than $25,000 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 of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and or cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiiivi) make any material increase change in the compensation of the employees of the Companytheir employees, other than changes made in accordance with normal compensation practices or pursuant to existing commitments under plans or arrangements disclosed on Schedules 5.15 or 5.17 and consistent with past compensation practices, including any (i) increase in the cash compensation payable or to become payable to or for the benefit of any such employees; (ii) increase in the security or tenure of employment; or (iii) increase in the amount payable to any such employees upon the termination of their employment, in each case, except for any compensation and employment practices applied generally for Aon; (Avii) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, enter into or adopt any method that is inconsistent with positions takenemployment, elections made consulting, severance, or methods used change in preparing control agreement, any Company Plan or filing similar Tax Returns any collective bargaining agreement (other than ordinary course at-will employment arrangements not providing for any severance or change in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Datecontrol payments), or (B) settle modify in any material respect the terms of any existing such contract, plan or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxesagreement, or request grant any ruling rights to severance, termination or similar guidance change in control payments, other than with respect to Taxesemployees who are not officers, executives or key employees, other than in the Ordinary Course of Business; (xvviii) make any change in their charters or by-laws or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (ix) make, or agree to make, (i) any acquisition, disposition, lease, transfer or assignment of any material assets or properties used or held for use in the conduct of the Business, or (ii) any creation or incurrence of any Encumbrance, other than a Permitted Encumbrance, on any of such assets or properties, (x) make any change in (i) the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4Pro Forma Financial Statements, unless such change is was required by GAAP, (ii) any accounting, financial reporting or allowance related practice or policy of the Business or (iii) any method of calculating any bad debt, contingency or other reserve of the Business for accounting, or financial reporting related purposes; (xi) make or change any material Tax election; change any annual Tax accounting period; adopt or change any material method of Tax accounting; amend any material Tax Returns or file any material claims for Tax refunds; enter into any closing agreement, Tax allocation agreement, Tax sharing agreement or material Tax indemnity agreement; settle or compromise any material Tax claim, audit, notice or assessment; extend or waive any statute of limitations period applicable to any material Tax claim or assessment or any right to claim a material Tax refund; or surrender any offset or other reduction in Tax liability, in each case specific to or affecting the Company or any Subsidiary; (xii) enter into any transaction with any officer, director or Affiliate of Seller or any Affiliate of any such officer, director or Affiliate, except in the Ordinary Course of Business; (xiii) enter into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, or licenses) outside the Ordinary Course of Business; (xiv) make any investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related investments, loans, or acquisitions) outside the Ordinary Course of Business; (xv) accelerate, terminate, modify, or cancel any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business; (xvi) originate, acquire, hold, sell, make any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (xvii) transfer, securitize assign, or hedge loans secured by real estate; provided that, grant any license or sublicense of any rights under or with respect to any Intellectual Property other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (xviii) cause any employee to suffer an “employee loss” (as that term is defined in WARN); or engage in a “layoff”, the Company may originate loans secured by 1-to-4 family residential real estate “mass layoff”, “termination” or “relocation” (as those terms are defined in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the CompanyCalifornia Labor Code Section 1400); or (xviixix) make enter into any material change agreement, whether oral or written, by the Company or the Subsidiary to do any of the things described in internal control over financial reporting, the preceding clauses (i) through (xviii) other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesas expressly provided for herein. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall cause the Company to keep and maintain the material assets of the Company Purchased Assets in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company Seller intact and to preserve the goodwill of the suppliers, customers, licensors, employees, brokers, lenders and others having business relations with the CompanySeller. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date to any such employee or agent or (iiiii) otherwise attempt to persuade any such employee person to terminate his or her relationship with the Company or not to continue employment with the Company after the ClosingSeller. (b) In addition, and without limiting Notwithstanding Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed)Buyer, Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate 15,000 for any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Companyone item; (v) (Aii) enter into any Contract contract, agreement, undertaking or commitment which would have been a Company Agreement if required to be set forth in effect on the date hereof, Schedule 5.18; (Biii) enter into any Contract which would require contract for the consent purchase or lease of a third party in connection with real property to be used for the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereofBusiness; (viiv) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates)of, or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests Purchased Assets, other than inventory and minor amounts of personal property sold or (B) otherwise disposed of for fair value in the assets or properties ordinary course of the Company, Business consistent with past practice and other than, in the case of this clause (B), than Permitted Encumbrances; (viiv) cancel any debts owed to or claims held by the Company Seller (including the settlement of any claims or litigation) 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 or enter 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 involving more than $25,000 when the same would have been collected in the ordinary course of the Business consistent with past practice; (xvii) delay or accelerate payment of any account payable or other liability of the Company Business beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xiviii) except as expressly contemplated by Section 7.9allow the levels of raw materials, makesupplies, or agree to make, any distribution work-in- process or other disposition of assets (other than cash and cash equivalents) material included in inventory to Seller or vary in any of its Affiliatesmaterial respect from the levels customarily maintained in the Business; (xiiix) institute 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby;Seller's employees; or (xiiix) make any material increase change in the compensation of the employees of the CompanySeller's employees, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliates. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except Between the date hereof and the Closing Date, but except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with otherwise expressly provided herein, the written approval of Buyer, which Buyer agrees Company shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only its business in the ordinary course and in substantially the same manner as presently currently operated. Consistent with the foregoingforegoing but except as otherwise expressly provided herein, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its commercially reasonable best efforts efforts, consistent with good business practice practice, to maintain the business organization of the Company intact and preserve the goodwill of the employeessuppliers, brokerscontractors, lenders licensors, employees and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit It is specifically agreed that the Company to, with respect may distribute all Cash on Hand to any employee of the Company, (i) transfer such employee Shareholders and the SEU Holders prior to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date except to the extent such distribution would violate any Law or (iii) otherwise attempt any obligation under any Contract to persuade any such employee to terminate his or her relationship with which the Company is a party or not to continue employment with the Company after the Closingby which it is bound. (b) In addition, and without Without limiting the provisions of Section 7.4(a6.3(a), except (x) as otherwise expressly contemplated by provided in this Agreement Agreement, (y) as set forth in the corresponding subsection of Schedule 6.3(b), or except (z) with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to between the Equity Interestsdate hereof and the Closing Date, the Company or shall not do any of the Business, and Seller cause the Company not tofollowing: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber Make any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any single capital expenditure or enter into any contract or commitment therefor in excess of Five Hundred Thousand Dollars ($50,000; provided that500,000) in any one instance, or otherwise in an amount which is greater than the capital expenditures made by the Company for similar time periods in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Companybusiness; (vii) (A) enter Enter into any Contract which would have been contract for the purchase or lease (as lessor or lessee) of real property or exercise any option to extend a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereofLease; (viiii) sellSell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates)of, or license, mortgage or pledge, or impose or suffer to be imposed any Encumbrance (except Permitted Encumbrances) on, any of (A) the Equity Interests its assets, in whole or (B) the assets or properties of the Companyin part, other than, in the case than sales of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than inventory in the ordinary course of the Business consistent with past practice; (viii) create, incur business and personal property sold or assume, or agree to create, incur or assume, any Indebtedness or enter into, as lessee, any capitalized lease obligations (as defined in Statement otherwise disposed of Financial Accounting Standards No. 13), other than in the ordinary course of business; (ixiv) accelerate Institute any increase in, enter into, terminate, amend or delay collection of adopt any notes Benefit Plan, other than as required by any such existing plan, or accounts receivable by any employment agreement in advance of or beyond their regular due dates or the dates involving more than $25,000 when the same would have been collected in the ordinary course effect as of the Business consistent with past practicedate of this Agreement or by Law; (xv) delay or accelerate payment of Make any account payable or other liability of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid change in the ordinary course compensation of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute 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, except for payments related to stay bonusincluding the terms of, transaction completion bonusadding participants under, severance payments and any bonus amounts payable under, the Retention Bonus Plan or the Xxxxxx Bonus Agreement, other similar payments made on or prior to than changes required by employment agreements in effect as of the Closing Date as a result date of this Agreement or the transactions contemplated herebyby any Law; (xiiivi) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make Make any change in the accounting principles, methods, practices or policies applied in the preparation of the financial statements contained in Schedule 5.4Financial Statements, unless such change is required by GAAPapplicable Law; (xvivii) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, Institute any Action other than collection Actions commenced in the ordinary course of business consistent with past practice, or settle any Actions that involves any admission by the Company may originate loans secured or requires any agreement or undertaking by 1-to-4 family residential real estate the Company other than the payment prior to the Closing Date of money in an aggregate principal amount that would not have a Material Adverse Effect; (viii) Other than with respect to exceed any Contract set forth in Schedule 6.3(b)(viii), enter into any Contract which would be included in the definition of Business Agreement or make any material modification to any existing Business Agreement; (ix) Hire any new employees, agents or consultants except to replace existing non-officer employees, agents or consultants at similar compensation levels and except for any new employees having annual compensation of less than $2,000,000 per month; provided further that Seller shall not originate 150,000 hired in the ordinary course of business; (x) Acquire or purchase any loans secured by real estate on behalf properties or assets (other than purchases in the ordinary course of business), merge or consolidate with, or acquire all or substantially all of the assets of, or otherwise acquire, any Person, or make any material investment in any Person; (xi) Issue or sell any new shares of any class of capital stock of the Company or transfer redeem or repurchase any loans secured by real estate outstanding shares of any class of capital stock of the Company; (xii) Take any action or fail to take any action that would require disclosure under Section 4.7 of the Disclosure Letter if such action had been taken prior to the Companydate of this Agreement; (xiii) Fail to take any action necessary to renew any expiring insurance policy with substantially the same coverage in effect as of the date of this Agreement; (xiv) Fail to take any action necessary to preserve the validity of any Company Intellectual Property; (xv) Recognize a transfer of Common Stock in violation of the terms of any voting agreement or joinder agreement delivered to Buyer prior to the date hereof by the Shareholders; or (xviixvi) make Agree in writing or otherwise to take any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliatesthe foregoing actions. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

Operations Prior to the Closing Date. (a) Except Between the date hereof and the Closing Date, but except as set forth in Schedule 7.4 or as otherwise contemplated by this Agreement or except with herein, the written approval of Buyer, which Buyer agrees Shareholder Parties shall not be unreasonably withheld or delayed, Seller shall cause the Company to use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only its business in the ordinary course and substantially as presently operatedin the same manner in which the Company has previously conducted its business during the period covered by the Financial Statements and consistently with those practices, policies, customs and usages which were in effect from time to time throughout that period. Consistent with the foregoingforegoing but except as otherwise contemplated herein, Seller the Shareholder Parties shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its commercially reasonable best efforts efforts, consistent with good business practice practice, to maintain the business organization of the Company intact and preserve the goodwill of the employeessuppliers, brokerscontractors, lenders licensors, employees and others having business relations with the Company. In connection therewithCompany and keep available the services of key employees, Seller shall notmaintain in full force and effect the insurance policies referred to in Section 4.25, and shall not permit the Company to, comply in all material respects with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closingapplicable Laws. (b) In addition, and without Without limiting the provisions of Section 7.4(a6.4(a), except as expressly set forth below, as otherwise contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to between the Equity Interestsdate hereof and the Closing Date, the Company or shall not do any of the Business, and Seller cause the Company not tofollowing: (i) amend Make any material change in its articles of incorporation or by-laws (or similar organizational documents)operations, except such changes as may be required to comply with any applicable Law; (ii) issue, grant, sell or encumber Make any shares of its capital stock or 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 or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any single capital expenditure or enter into any contract or commitment therefor in excess of Fifty Thousand Dollars ($50,000; provided that), except in the ordinary course of business consistent with past practicebusiness, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation opening of New Store Locations or otherwise in accordance with the transactions contemplated by this Agreement or Company’s 2005 budget; (Ciii) modifyEnter into, amend, modify or terminate any contract for the purchase or grant lease (as lessor or lessee) of real property or exercise any consent option to extend a Lease, except in connection with the opening of New Store Locations or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were otherwise in effect on accordance with the date hereofCompany’s 2005 budget; (viiv) sellSell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates)of, or license, mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests its assets, in whole or (B) the assets or properties of the Companyin part, other than, in the case than sales of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than inventory in the ordinary course of business and personal property sold or otherwise disposed of in the Business consistent with past practiceordinary course of business, except for any asset which is obsolete or which is not material to its business; (viiiv) createCreate, incur or incur, assume, or agree to create, incur incur, or assumeassume or guarantee, any Indebtedness or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13), material indebtedness for borrowed money other than money borrowed or advanced from any Affiliate of the Company in the ordinary course of business; (ixvi) accelerate Institute any material increase in, enter into, terminate or delay collection of adopt any notes or accounts receivable in advance of or beyond their regular due dates or the dates involving more Benefit Plan, other than $25,000 when the same would have been collected in the ordinary course of the Business consistent with past practicebusiness as required by any such existing plan, or by any employment agreement or by Law; (xvii) delay or accelerate payment of any account payable or other liability of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute Make 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, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase change in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practicespractices of the Company or changes required by employment agreements or by any Law; (Aviii) except as required by applicable Requirements of Law, prepare or file Make any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any material change in the accounting principles, methods, practices or policies applied in the preparation of the financial statements contained in Schedule 5.4Financial Statements, unless such change is required by GAAPapplicable Law; (xviix) originateEnter into any contract or make any material modification to any existing Contract, acquirein each case other than any contracts or extensions (i) with a term of less than one (1) year, hold(ii) which involve a firm commitment to pay any amount less than Fifty Thousand Dollars ($50,000), sellor (iii) are entered into or modified in the ordinary course of business; (x) Hire any new employees, transferagents or consultants except to replace existing employees, securitize agents or hedge loans secured by real estate; provided that, consultants at similar compensation levels and except for any new employees hired in the ordinary course of business consistent with past practiceto fill positions contemplated by the Company’s 2005 budget; or (xi) Redeem, purchase, repurchase or retire any of the Company may originate loans secured by 1capital stock of the Company; (xii) Sell, lease, transfer or otherwise dispose of all or any material portion of its assets, including, without limitation, rights to patents, know-to-4 family residential real estate how, intellectual property or other intangible assets or cancel any debts or claims; (xiii) Make any change in an aggregate principal amount not the Certificate or Articles of Incorporation or Bylaws or other charter documents of the Company; (xiv) Make any change in the authorized or issued and outstanding capital stock of the Company, including any changes involving treasury shares; (xv) Grant any options, warrants, rights or any similar securities or instruments to exceed $2,000,000 per month; provided further that Seller shall not originate purchase directly or indirectly any loans secured by real estate on behalf securities of the Company; (xvi) Enter into any new transaction in which any officer or director of the Company or transfer any loans secured by real estate record or beneficial holder of any securities of the Company has any interest, directly or indirectly; (xvii) Effect any dissolution, winding-up, liquidation or termination of the Company’s business; (xviii) Make any investment in, or make any loan, advance or credit to any person, including, without limitation, officers, shareholders or directors of the Company, other than credits to customers in the ordinary course of business and travel advances to officers, directors and employees of the Company made in the ordinary course of business in amounts consistent with past practices; (xix) Assume, endorse, guarantee or otherwise become liable for or upon the obligation of any person (other than endorsements for deposit in the ordinary course of business) with respect to the Company; (xx) Institute, settle or dismiss any litigation, claim or other proceeding before any court or governmental agency involving an amount in excess of One Hundred Thousand Dollars ($100,000) on an individual basis (and Two Hundred Fifty Thousand Dollars ($250,000) on an aggregate basis) with respect to the Company; or (xviixxi) Acquire or purchase any properties or assets (other than in the ordinary course of business), merge or consolidate with, or acquire all or substantially all of the assets of, or otherwise acquire, any Person, or make any material change investment in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled AffiliatesPerson. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.